Common use of Certain Limitations Clause in Contracts

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The Notwithstanding anything contained herein to the contrary, Seller Parent, Seller and Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate amount for which either Seller or Buyer shall be liable Purchaser Losses under this Agreement pursuant to Section 5.02 9.1(a)(i) in excess of $24,000,000; provided, however, that such limitation shall not apply with respect to a breach of a representation or Section 5.03, as applicable, and any other dispute regarding this Agreement warranty made by Seller (its Subsidiaries or the transactions contemplated herebyOther Sellers) in Section 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. In addition, Seller Parent, Seller and the Other Sellers shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled obligated to indemnification under Section 5.02 or Section 5.03, as applicable, indemnify Purchaser Indemnified Parties for any indemnifiable aggregate Purchaser Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals Agreement (including pursuant to Section 9.1(a)(ii), 9.1(a)(iii) or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii6.13(e)) in connection with any fraud on the part excess of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right an amount equal to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, Seller Parent, Seller and the Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 9.1(a)(i), (x) with respect to any individual Purchaser Loss or series of related Purchaser Losses of less than fifty thousand dollars ($50,000) (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) subject to such indemnification collectively exceed one percent (1.0%) of the Purchase Price (the “Threshold”), whereupon such indemnification shall be 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 Threshold; provided, however, that the Threshold shall not apply to any breach of a representation or warranty made by Seller in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (c) The representations and warranties of the Seller Parties and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until September 15, 2007; provided that the representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9, 5.1, 5.2(a) and 5.5 shall survive indefinitely and the representations and warranties set forth in Section 4.10 shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the expiration of the applicable statute of limitations with respect to the matters contained therein. (d) Each The obligations to indemnify and hold harmless a Party entitled pursuant to indemnification hereunder Sections 6.14(e), 9.1(a)(i), 9.1(a)(ii), 9.1(b)(i) or 9.1(b)(ii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall takehave, and cause its affiliates to takebefore the expiration of the applicable survival period, all previously made a claim by delivering a written notice (stating in 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 detail the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business basis of such Indemnified Party; and (iiclaim) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The After the Closing, Seller shall not be required to indemnify the Buyer Indemnitees (i) for Losses under Section 9.2(a) until the aggregate amount for of all such Losses exceeds $1,000,000 (the “Basket”), in which either event Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or responsible for the transactions contemplated hereby, shall not exceed the entire amount of Purchase Price actually received by Sellersuch Losses, or (ii) for Losses in the aggregate in excess of the Escrow Funds. (b) No Party will Any Buyer Indemnitee shall only be entitled indemnified to the extent of funds available in the Escrow Funds, it being understood that such Escrow Funds shall be the sole and exclusive source of recovery and remedy of any Buyer Indemnitee with respect to any claim for indemnification under Section 5.02 or Section 5.03, as applicable, 9.2. (c) Buyers shall not be required to indemnify the Seller Indemnitees (i) for any indemnifiable Losses under Section 9.3(a) until the aggregate amount of all such Losses exceeds the Basket, in which event Buyers shall be responsible for the entire amount of such Losses, or (ii) for Losses in the aggregate in excess of $10,000,000. (d) For purposes of this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals IX, any inaccuracy in or exceeds $100,000, after which time such indemnifying Party breach of any representation or warranty shall be liable determined without regard to any knowledge, materiality, Material Adverse Effect or similar qualification contained in full for or otherwise applicable to such representation or warranty. (e) The representations, warranties and covenants of Seller and Buyers’ rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of either Buyer (including by any of its advisors, consultants or Representatives) or by reason of the accumulated indemnifiable Losses subject to the provisions fact that either Buyer or any of this such advisors, consultants or Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyers’ waiver of any condition set forth in Article VI. (cf) In no event Except as provided in Section 10.9 and Article VIII, the indemnity provided for in this Article IX shall any Party be liable to any other Party the sole and exclusive remedy of the Buyer Indemnitees or the Seller Indemnitees, as the case may be, after the Closing for any punitiveinaccuracy of any representation or warranty of Seller or Buyers, specialas applicable, exemplary, or speculative damages, related to the breach, or alleged breach, of in this Agreement or any other breach hereof. Seller hereby waives and acknowledges and agrees that Seller shall not have and shall not attempt to exercise or assert any right of contribution or indemnity or any other claim whatsoever against the Companies or their Subsidiaries, or any Representative of the foregoing, in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, matter with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to which indemnity is sought from Seller under this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount Seller Parties shall not be required to indemnify the Buyer Indemnified Parties for which either Seller or those portions of any Damages that resulted from any breach of Buyer’s obligations under this Agreement. No Buyer Indemnified Party shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or indemnified more than once for the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Sellersame Damages. (b) No Party will The Seller Parties shall not be entitled liable to the Buyer Indemnified Parties for indemnification under (i) Section 5.02 or Section 5.03, as applicable, 11.01(a) for any indemnifiable Losses under this Article VI until single claim or series of claims arising out of substantially the indemnifiable Losses have an aggregated cumulative same or the same type or nature of events, circumstances or underlying facts unless the amount which equals of such claim or series of claims exceeds Ten Thousand Dollars ($100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI10,000). (c) Any amounts owed by the Seller Parties for indemnification under Section 11.01 shall be satisfied as follows: (i) first, as a payment by the Escrow Agent from the Escrow Fund; and (ii) after such Escrow Fund has been exhausted, second, directly against the Seller Parties, subject to, in each case of clauses (i) and (ii), the other limitations in this Article XI. (d) In no event shall any Buyer Indemnified Party be liable entitled to any other Party recover or make a claim for any punitiveamounts in respect of, special, exemplary, or speculative damages, related and in no event shall Damages for purposes of this Agreement (including amounts indemnifiable under Section 11.01) be deemed to include (i) any damages that are not reasonably foreseeable as of the breach, or alleged breach, date of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitationliquidated damages, lost profits, loss of future lost revenue or incomepunitive, diminution special or exemplary damages and, in valueparticular, loss damages calculated by “multiple of business reputationprofits” or “multiple of cash flow” or similar valuation methodology, or incidental damages except to the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Priceextent awarded by a court of competent jurisdiction to a Third Person in connection with a Third Person Claim. (de) Buyer shall (and shall cause its Affiliates, including the Acquired Companies to) use commercially reasonable efforts to obtain insurance proceeds, Tax benefits and other third party recoveries with respect to any claim for indemnification under this Article XI. Any indemnity payment made by the Seller Parties to any Buyer Indemnified Party pursuant to this Article XI shall be reduced by an amount equal to any insurance proceeds, Tax benefits and other third party recoveries actually received by such indemnified party in respect of such claim minus the sum of reasonable out-of-pocket expenses (including reasonable and documented attorneys’ fees and expenses) relating to the recovery of such proceeds. (f) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall takehereby agrees that it shall, and it shall, to the extent required by applicable Law, cause its affiliates to takeAffiliates to, all reasonable steps to mitigate any Loss Damages to be indemnified under this Article XI upon and after becoming aware of any event or circumstance condition that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach any Damages that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars may be indemnifiable hereunder. (US$10,000); provided, however, that (ig) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred No information or suffered to the extent based upon, arising out of, with respect to or by reason of fraud knowledge acquired prior to the Closing; (2) be required Effective Date, or investigations conducted, by Buyer or its representatives of the Acquired Companies, their respective Businesses, assets, Liabilities or otherwise, prior to bring the Effective Date, shall in any way limit, or constitute a legal proceeding against waiver of, or a defense to, any person; claim for indemnification or (3) have other claim by Buyer or any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Buyer Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to under this Agreement. (eh) ProvidedNotwithstanding anything in this Agreement to the contrary, however that none the sole recourse of any Buyer Indemnified Party with respect to an indemnification claim arising out of or relating to the limitations transactions contemplated by the Real Estate Purchase Agreement (and any real or personal property purchased pursuant to such agreement) shall be the indemnification provisions set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationthe Real Estate Purchase Agreement.

Certain Limitations. (a) The following limitations shall apply to the rights of indemnification set forth in this Article 7, as applicable: (i) the Buyer Parties shall not be entitled to recover under Article 7, including Section 7.2 from any Interestholder more than the aggregate amount for which either Seller of (x) the Value (as defined below) of the aggregate Stock Consideration; and (y) any cash payments received (or Buyer shall be liable deemed received hereunder) by such Interestholder pursuant to Section 5.02 1.4.1, including any Additional Payments received (or deemed received hereunder) through the date of recovery (the "Total Cash Payments") (with the amount of the Total Cash Payments received or deemed received by each Interestholder to be deemed for purposes of this Section 5.03, as applicable, 7.6 to be the amount determined by multiplying the percentage next to such Interestholder's name in Schedule 1.4.1(b) by the Total Cash Payments); (ii) the liability of the Indemnifying Party shall be net of any insurance benefits received by the Indemnified Party and any other dispute regarding tax benefits received by the Indemnified Party in respect of the loss giving rise to the claim for indemnification; (iii) the amount of Damages claimed as a subject of indemnification shall be limited to the actual dollar amount of such Damages and shall not include any multiple of earnings or consequential Damages suffered by the Indemnified Party (except for attorneys fees and costs); (iv) if the same set of facts or circumstances give rise to more than one breach, the Damages shall be limited as if there were only one breach (e.g. there will not be multiple recoveries for Damages based on one set of facts); and (v) the liability of each Transferor for any Damages shall be limited to (x) the percentage set forth by such Transferor's name on Schedule 2.2 multiplied by (y) the amount of such Damages, except no such limitation shall apply with respect to Damages that arise out of or are based upon: (a) a material breach by such Transferor or any representation or warranty made by it or him pursuant to this Agreement; (b) the material non-performance, partial or total, or any covenant made by such Transferor pursuant to this Agreement or any other agreement or instrument delivered in connection with the transactions contemplated hereby. For purposes of this Section 7.6, shall not exceed the amount Value will be $0.50 per share of Purchase Price actually received by SellerCommon Stock. (b) No Party will be entitled to indemnification under Notwithstanding anything contained herein (with the exception of recovery from the Pero Parties, which is addressed in Section 5.02 or Section 5.037.6 (c) below), as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses and subject to the provisions limitations set forth in Section 7.6(a), the Buyer shall have the right, upon notice to the applicable Indemnifying Party, to receive recovery for Damages hereunder from the following asset categories in the order stated below until each asset is completely exhausted with the Buyer entitled to continue to each subsequent asset category until such Damages are paid in full: (i) Cash, if any, received, or deemed received, by such Indemnifying Party as Additional Payments through the applicable date of this Article VIindemnification; (ii) Stock Consideration received, or deemed received, by such Indemnifying Party with each share of Common Stock valued at $0.50 per share; (iii) Cash, if any, received or deemed received, by such Indemnifying Party from the Final Payment Note through the applicable date of indemnification; (iv) Cash, if any, received, or deemed received, by such Indemnifying Party from the Second Payment Note through the applicable date of indemnification; and (v) Cash received from the First Installment. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related Notwithstanding anything contained in the foregoing to the breachcontrary, or alleged breachwith respect to the Pero Parties, Buyer shall receive recovery for Damages from the Stock Consideration received by the Pero Parties with each share of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price.Common Stock valued at $0.50 per share; (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Notwithstanding anything contained in the foregoing to the minimum extent necessary contrary, no recipient of Stock Consideration under this Agreement may sell, transfer or convey any portion of the Stock Consideration received without providing to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with Buyer mutually acceptable assurances in respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business satisfaction of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement.indemnification obligations; (e) ProvidedEach and every controversy or claim arising out of or relating to indemnification for Damages pursuant to Article 7 of this Agreement, however that none which the Indemnifying Party and the Indemnified Party (the "Parties") have not resolved, shall be resolved by arbitration in accordance with the rules of the limitations American Arbitration Association ("AAA") as modified by this Agreement. Each party shall select one arbitrator and the two such selected arbitrators shall select a third arbitrator (who shall not be appointed by the Parties) selected from the AAA. Judgment upon the award rendered in such arbitration shall be final and binding upon the Parties and may be entered in any court having jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party and with the office of the AAA, located in Manhattan, New York, which such demand shall set forth in this Section 5.05 the same degree of particularity as required for complaints under the Federal Rules of Civil Procedure the claims to be submitted to arbitration. Additionally, the demand for arbitration shall apply include appropriate copies of all documents on which the claims are based and a list of all persons who the party seeking arbitration will call as witnesses with respect to such claims. The arbitration shall take place in Manhattan, New York. This agreement to arbitrate may be specifically enforced by a court of competent jurisdiction under the applicable law of the State of New York pertaining to arbitrations. The arbitrator shall have the authority and jurisdiction to enter any Losses arising frompre-arbitration awards that would aid and assist the conduct of the arbitration or preserve the Parties' rights with respect to the arbitration as the arbitrator shall deem appropriate in his discretion. The award of the arbitrator shall be in writing and it shall specify in detail the issues submitted to arbitration and the award of the arbitrator with respect to each of the issues so submitted. The provisions of the Federal Rules of Civil Procedure relating to the right of discovery in civil actions shall be applicable to such arbitration proceedings except as modified by the terms of this Agreement. Within thirty (30) days after the commencement of any arbitration proceeding under this Agreement, each party shall file with the arbitrator its contemplated discovery plan outlining the desired documents to be produced, the depositions to be taken and any other discovery action sought in the arbitration proceeding. After a hearing, the arbitrator in an interim award shall fix the scope and content of each Party's discovery plan as the arbitrator deems appropriate. The arbitrator shall have the authority to modify, amend or change such interim award fixing the discovery plans of the Parties upon application by a Party, if good cause appears for doing so. The "Prevailing Party" as determined by the arbitrator shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs incurred in connection with therewith and in the enforcement or related tocollection of any judgment or award rendered therein. The "Prevailing Party" means the Party determined by the arbitrator to have most nearly prevailed, a breach that constitutes fraud even if such Party does not prevail in all matters, or intentional misrepresentationis not the Party in whose favor an award is rendered. Included within the cost recoverable pursuant to the terms of this Section shall be included service of process costs, filing fees, arbitration fees, arbitrators' fees, court and reporter costs, investigative costs, and expert witness fees. The award pursuant to such arbitration will be final, binding and conclusive.

Certain Limitations. (a) The Except with respect to Indemnifiable Losses resulting from Excluded Taxes or from any inaccuracy in or breach of a representation or warranty set forth in Section 3.17, no party shall be obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 10.02(a)(i) (in the case of Seller, and other than with respect to an inaccuracy in or breach of any Seller Specified Representation) or ‎Section 10.02(b)(i) (in the case of Purchaser, and other than with respect to an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $100,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under clause (ii) below) and (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under ‎Section 10.02(a)(i) or such ‎Section 10.02(b)(i), as the case may be, exceeds $14,500,000 for all Indemnifiable Losses (the “Deductible”), at which either Seller or Buyer point such Indemnitor shall be liable pursuant to Section 5.02 its respective Indemnitees for the value of the Indemnitee’s claims under ‎Section 10.02(a)(i) (other than with respect to a breach of any Seller Specified Representation) or Section 5.0310.02(b)(i) (other than with respect to a breach of any Purchaser Specified Representation), as applicablethe case may be, that is in excess of the Deductible, subject to the limitations set forth in this Article X; provided, however, that any Indemnifiable Losses of the Purchaser Indemnified Persons resulting from or arising out of any inaccuracy in or breach of any representation or warranty set forth in Section 3.03 shall not be subject to the Deductible, and the Threshold Amount for such Indemnifiable Losses shall be $50,000; provided further that, for the avoidance of doubt, any such Indemnifiable Losses shall be subject to the Threshold Amount and the maximum aggregate liability set forth in the following sentence prior to the proviso set forth therein. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other dispute regarding this Agreement hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Section 10.02(a)(i), in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or ‎Sections 10.02(b)(i), in the transactions contemplated herebycase of Purchaser (other than with respect to a breach of any Purchaser Specified Representation), shall not exceed be $174,000,000; provided, that the amount maximum aggregate liability of Purchase Price actually received by Seller. (b) No Party will be entitled Seller to indemnification under Section 5.02 or Section 5.03, as applicable, all Purchaser Indemnified Persons for any indemnifiable or all Indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to claims made under Section 10.02(a)(iii), Section 10.02(b)(iii) or Section 10.02(b)(iv). (db) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) Indemnitee shall take, and cause its affiliates to take, all use commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder; provided that the costs and expenses of such mitigation shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementIndemnifiable Losses hereunder. (ec) ProvidedNotwithstanding anything to the contrary herein, however that none any Indemnifiable Losses resulting from or arising out of the limitations set forth any breach of any representation or warranty of Seller made in this Agreement in respect of Taxes, including under Section 5.05 3.17, shall apply with respect be limited to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationTaxes attributable to Pre-Closing Periods.

Certain Limitations. (ai) The Notwithstanding anything to the contrary contained in this Agreement, (x) for any claim for indemnity made pursuant to Section 8.2(b) (an “Environmental Standalone Claim”), or a claim based on a failure of any representation or warranty made by Sellers in Section 3.11 (collectively an “Environmental Representations Claim” an Environmental Standalone Claim and an Environmental Representations Claim shall hereinafter be collectively referred to as “Environmental Indemnity Claims”), Sellers shall not be liable for such claims unless and until the aggregate amount for of all indemnifiable Losses relating to such claims equals or exceeds Four-Hundred Fifty Thousand Dollars ($450,000), in which either Seller or Buyer case Sellers shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed only for the amount of Purchase Price actually received by Sellerthe Losses in excess of such amount; (y) from and after the Closing, the maximum aggregated amount of indemnifiable Losses which may be recovered under Section 8.2(b) shall be Thirteen Million Five Hundred Thousand Dollars ($13,500,000); and (z) Sellers shall not be liable for any Environmental Standalone Claim or Environmental Representation Claim unless such claim is made hereunder prior to September 25, 2028. (bii) No Party will be entitled With respect to indemnification under Section 5.02 or Section 5.03any and all Environmental Indemnity Claims, Purchaser and Sellers, as applicablethe case may be, shall act only in a “Commercially Reasonable Manner” which shall mean the most cost-effective and commercially reasonable method for investigation, remediation, removal, corrective action, containment, monitoring and/or other response action permitted by applicable Environmental Laws, determined from the perspective of a reasonable business person acting (without regard to the availability of indemnification hereunder) to achieve compliance with Environmental Laws in effect as of the Closing (it being understood that Commercially Reasonable Manner shall include the use of risk-based remedies, institutional or engineering controls, or deed restrictions, based on the use of the property at Closing). (iii) Sellers shall have no obligations for any indemnifiable Environmental Indemnity Claim to the extent Losses under this Article VI until thereunder result from or are the indemnifiable consequence of any action (including disclosure, report or other communication from the Purchaser and its Affiliates (or their agents) to any Governmental Authority or other third party or any Phase II or other intrusive investigations or sampling, testing or monitoring of the soil, surface water or groundwater performed by Purchaser or its Affiliates (or their agents)) that is not (A) required by an Environmental Law; or (B) necessary to address a condition first discovered as a result of construction activities at, on or beneath a Leased Real property or Real Property. (iv) Sellers shall have no obligation for any Environmental Indemnity Claim to the extent Losses have an aggregated cumulative amount which equals result, in whole or exceeds $100,000in part, after which time such indemnifying Party shall be liable from any change in full for use of any Leased Real Property, any Real Property or the accumulated indemnifiable Losses property subject to the provisions of this Article VISublease Agreement from its current use to any non-industrial use after the Closing Date. (cv) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to From and after the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out ofClosing Date, with respect to the Business, any Leased Real Property or by reason any Real Property, Purchaser shall, and will cause each of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere its Affiliates and Subsidiaries to, comply with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementall applicable Environmental Laws in all material respects. (evi) ProvidedThe Purchaser Indemnitees shall be permitted to assign all of their rights to bring an Environmental Indemnity Claim; provided that no more than one such assignment may be made by all the Purchaser Indemnitees, however taken as a whole, and; provided, further, that none any such assignment, if made, shall be effective if, and only if, the assignee agrees in writing to be bound to all of the limitations applicable to Environmental Indemnity Claims set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationARTICLE VIII.

Certain Limitations. (a) The Notwithstanding anything contained herein to the contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate amount for which either Seller or Buyer shall be liable Purchaser Losses (i) under this Agreement pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or 8.1(a)(i) in excess of $5,500,000 (the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b“Cap”) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(a)(iii)) in connection with any fraud on excess of an amount equal to the part of Seller in connection with this AgreementPurchase Price. Notwithstanding anything contained herein to the foregoingcontrary, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue Purchaser shall not exceed be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses (i) under this Agreement pursuant to Section 8.1(b)(i) in excess of the Cap; provided, however, that the limitations set forth in clause (i) shall not apply to any breaches of any Fundamental Representation or (ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(b)(iii)) in excess of an amount equal to the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, Seller shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 8.1(a)(i), unless and until the aggregate Purchaser Losses subject to such indemnification collectively exceed $550,000 (the “Deductible”), whereupon such indemnification shall be made by Seller only with respect to the amount of such Purchaser Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representation. Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties under this Agreement pursuant to Section 8.1(b)(i), unless and until the aggregate Seller Losses subject to such indemnification collectively exceed the Deductible, whereupon such indemnification shall be made by Purchaser only with respect to the amount of such Seller Losses in excess of the Deductible; provided, however, that the Deductible shall not apply to any breaches of any Fundamental Representations. (c) The representations and warranties of Seller and Purchaser contained in Article III and Article IV, respectively, of this Agreement shall survive the Closing and terminate on the date that is 12 months following the Closing Date; provided that the Fundamental Representations shall survive until the expiration of the applicable statute of limitations. (d) Each The obligations to indemnify and hold harmless a Party entitled pursuant to indemnification hereunder Sections 8.1(a)(i) or 8.1(b)(i) shall terminate when the applicable representation or warranty terminates pursuant to Section 8.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claims as to which the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall takehave, and cause its affiliates before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim, to takethe extent known by the Indemnified Party) to the indemnifying Party hereunder (the “Indemnifying Party”). (e) Each Person entitled to indemnification hereunder shall, to the extent as would be required under applicable Law, take all reasonable steps to mitigate any Loss upon all Losses after becoming aware of any event or circumstance that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, which are indemnifiable or recoverable hereunder or in connection with or related to, a breach that constitutes fraud or intentional misrepresentationherewith.

Certain Limitations. (a) The aggregate amount Except as provided in Section 8.03(b), no claim for indemnification may be made under Section 8.02(b): (i) until the cumulative total of all Damages claimed by any Parent Entity under Section 8.02(b) exceeds $50,000 (the “Deductible”), in which either Seller or Buyer case such Parent Entity shall be liable pursuant entitled to recover only Damages in excess of the Deductible; or (ii) after the cumulative total of all Damages collected by the Parent Entities under Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or 8.02(b) equals an amount equal to 15% of the transactions contemplated hereby, shall not exceed Company Merger Consideration (the amount of Purchase Price actually received by Seller“Cap”). (b) No Party will Notwithstanding the foregoing, the terms, conditions and limitations of Section 8.03(a) shall not apply to any claim: (i) based on willful breach, intentional misrepresentation, or fraud, or (ii) for indemnification as it relates to a breach of any Seller Fundamental Representations. Parent, on behalf of itself and the Parent Entities, hereby agrees not to seek from the Indemnifying Holders, and none of the Parent Entities shall be entitled to indemnification under Section 5.02 recover from the Indemnifying Holders, any Damages or Section 5.03other amounts, as applicableat any time in excess of the amount of such Cap. Except for claims based on a party’s willful breach, intentional misrepresentation or fraud, the aggregate liability of the Indemnifying Holders for any indemnifiable Losses under Damages with respect to the matters set forth in this Article VI until VIII will not exceed the indemnifiable Losses value of the Company Merger Consideration. Other than as set forth above, In no event shall any Indemnifying Holders have an aggregated cumulative amount which equals any obligation to personally indemnify or exceeds $100,000, after which time hold the Parent Entities harmless from or against any Damages (nor any obligation to return any Merger Consideration already received by such indemnifying Party shall be liable Indemnifying Holder for any reason other than as set forth in full for the accumulated indemnifiable Losses subject to the provisions of this Article VISection 9.14(c)). (c) In no event All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds and any Party be liable to any other Party for any punitiveindemnity, special, exemplarycontribution, or speculative damagesother similar payment (after deducting related costs and expenses, related to including any deductible amount and any resultant increase in insurance premiums) actually received by a Parent Entity as a result of the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability Damages for the lost profit, income or revenue shall not exceed the Purchase Pricewhich such Parent Entity is seeking indemnification. (d) Each Party entitled In the event of any matter giving rise to indemnification hereunder (eachan indemnity obligation of the Indemnifying Holders pursuant to Section 8.02, an “Indemnified Party”) shall the applicable Parent Entity will take, and cause its affiliates or cooperate with the Indemnifying Holders, if so requested, in order to take, all reasonable measures to mitigate the consequences of the matter (including taking steps to prevent any contingent Liability from becoming an actual Liability) as required by applicable Law. (e) To the extent required by applicable Law, the Parent Entities shall, and shall take, and shall cause others under their respective control to take, all reasonable efforts to, mitigate any Loss Damages upon becoming aware of any event or circumstance that would could reasonably be reasonably expected to, or does, to give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementDamages. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (ai) Notwithstanding anything to the contrary in this Section 1.15, (A) from and after the occurrence of any Triggering Event, (1) none of the Regulatory Milestones set forth in subsections (A) through (F) of Section 1.15(a)(i) that has not yet been paid as of such occurrence shall be payable and (2) if a Triggering Event shall occur after a Regulatory Milestone Payment has been paid, the amount of such Regulatory Milestone Payment shall be credited against fifty percent (50%) of any future Milestone Payment that otherwise becomes payable and the amount of such future Milestone Payment shall be reduced by the amount so credited and (B) without limitation of the foregoing clause (A), if a Designated Event occurs, the Designated Event Adjustment Amount shall be credited against any future Milestone Payment (or portion thereof) that otherwise becomes payable hereunder and the amount of such future Milestone Payment (or portion thereof) shall be reduced by the amount so credited. In the event that both of the foregoing clauses (A) and (B) apply to any Milestone Payment, clause (A) shall be applied before clause (B). (ii) Each of the Milestone Payments shall only be payable once with respect to the Product, upon the first occurrence of the corresponding Milestone Event, and no additional payment will be due in the event of any repeated occurrence of such Milestone Event with respect to the Product or to any product developed by the Buyer as a follow-on product to the Product. The Buyer’s maximum aggregate amount liability for which either Seller any and all breaches by the Buyer of its obligations under this Section 1.15 shall be limited to the unpaid portion, if any, of any Milestone Consideration. (iii) Nothing herein or elsewhere shall constitute a guarantee by the Buyer of the achievement of any or all of the Milestones or the payment of any or all of the Milestone Consideration. Neither the Buyer nor any of its Affiliates or any of its or their respective representatives has made any representation or warranty whatsoever, express or implied, regarding the Milestone Consideration, the Milestones or the achievement thereof, and no Person has relied on any projections, estimates, forecasts, business plans or other information provided by the Buyer with respect to any of the foregoing or otherwise. (iv) Each of the Company Equityholders, by his, her or its execution of a Written Consent, a Surrender Agreement, a Warrant Surrender Agreement, a Letter of Transmittal and/or receipt of Aggregate Merger Consideration hereunder, acknowledges and agrees that, subject to the final sentence of this Section 1.15(b)(iv), (A), Buyer shall be liable pursuant entitled to conduct the business of Buyer and its Affiliates (including, after the Closing, the Company and including with respect to the Product) in a manner that is in the best interests of Buyer and its stockholders and Buyer shall have the absolute right and sole and absolute discretion to operate and otherwise make decisions with respect to the conduct of the business of Buyer and its Affiliates (including, after the Closing, the Company and including with respect to the Product) and to take or refrain from taking any action with respect thereto; (B) the Buyer or an Affiliate of the Buyer currently or may in the future offer products or services that compete, either directly or indirectly, with the Product and may make decisions with respect to such products and services that may adversely affect the achievement of the Milestones; and (C) neither the Buyer nor any of its Affiliates shall have any liability whatsoever to any Company Equityholder or any other Person for any claim, loss or damage of any nature that arises out of or relates in any way to any decisions or actions affecting whether or not or the extent to which the Milestone Consideration becomes payable in accordance with this Section 5.02 or Section 5.031.15. Notwithstanding the foregoing, as applicableBuyer agrees that, within the United States and the Major European Countries, (i) for a period of four (4) years following the Closing, it will act in good faith and use Commercially Reasonable Efforts to obtain the Regulatory Approvals, and any other dispute regarding (ii) following receipt of the Regulatory Approvals, it will act in good faith and use Commercially Reasonable Efforts to commercialize (or cause to be commercialized) the Product with the aim of achieving the Regulatory Milestones and the Sales Milestones; provided that the Buyer’s obligations under this Agreement or clause (ii) shall terminate upon the transactions contemplated hereby, shall not exceed earlier of the amount sixth (6th) anniversary of Purchase Price actually received by Sellerthe Closing Date and the payment in full of all Sales Milestone Payments. (bv) No Party will The right of any Company Equityholder to receive any amounts with respect to Milestone Consideration (A) shall not be entitled evidenced by a certificate or other instrument, (B) shall not be assignable or otherwise transferable by such Company Equityholder, except by will, upon death or by operation of Law, and (C) does not represent any right other than the right to indemnification under receive the consideration set forth in this Section 5.02 or Section 5.03, 1.15. Any attempted transfer of the right to any amounts with respect to Milestone Consideration by any holder thereof (other than as applicable, for any indemnifiable Losses under this Article VI until specifically permitted by the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party immediately preceding sentence) shall be liable in full for null and void. (vi) Until the accumulated indemnifiable Losses payment of all Milestone Payments, any direct or indirect sale, transfer or other disposition of all or substantially all of the assets of the Buyer and its Subsidiaries related to the Product, or the exclusive license or other disposition of substantially all of the worldwide rights (or all or substantially all of the United States rights) to the Product by the Buyer (a “Product Line Sale”), shall be made expressly subject to the provisions of this Article VI. (c) In no event Section 1.15, which obligations shall any Party be liable to any other Party for any punitiveassumed by the purchaser, specialtransferee, exemplaryacquirer, or speculative damageslicensee in such Product Line Sale (the “Product Line Transferee”), and in the event of any such assumption, “Net Sales” shall thereafter be the net sales of the Product by such Product Line Transferee. “Product Line Sale” shall exclude any transaction or series of related transactions that results in the direct or indirect transfer of all or a majority of the capital stock of the Buyer. Anything to the breachcontrary herein notwithstanding, without the consent of the Company Equityholder Representative (not to be unreasonably withheld, conditioned or alleged breachdelayed), of this Agreement or the Buyer shall not enter into any Product Line Sale (other than in connection with any transaction contemplated hereby, except (ithe sale or transfer of all or majority of the consolidated assets of the Buyer) if paid or payable to a third party, or (ii) the Product Line Transferee then commercially sells in connection the United States an anti-coagulant reversal agent that competes with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase PriceProduct. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The provisions of Sections 3.6, 3.9, 3.10 and 3.11 shall be subject to the following: (a) The aggregate amount for which either Seller Each Lender that desires compensation or Buyer indemnification under Sections 3.6, 3.9 or 3.11 shall notify the Borrower through the Administrative Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, but in any event within 90 days after the occurrence of the event giving rise thereto; provided that (i) if any -------- such Lender fails to give such notice within 90 days after the occurrence of such an event, such Lender shall only be liable pursuant entitled to Section 5.02 compensation or Section 5.03indemnification in respect of such event accruing under Sections 3.6, as applicable, 3.9 or 3.11 with respect to the period from and any other dispute regarding this Agreement or after the transactions contemplated hereby, shall not exceed date 90 days prior to the amount of Purchase Price actually received by Sellerdate that such Lender does give notice. (b) No Party will be entitled Any notice given by a Lender pursuant to subsection (a) above shall certify (i) that one of the events described in Sections 3.6, 3.9 or 3.11 has occurred, describing in reasonable detail the nature of such event, (ii) as to the increased cost, reduced amount receivable or loss or expense resulting from such event and (iii) as to the additional amount demanded by such Lender, attaching a reasonably detailed explanation of the calculation thereof. Such a certificate as to any compensation or indemnification under Section 5.02 payable pursuant to Sections 3.6, 3.9 or Section 5.033.11, as applicablesubmitted by such Lender through the Administrative Agent to the Borrower, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable conclusive and binding on the parties hereto in full for the accumulated indemnifiable Losses subject to the provisions absence of this Article VImanifest error. (c) In If any Lender requests compensation or indemnification from the Borrower under Sections 3.6, 3.9 or 3.11, the Borrower may, at its option, within fifteen (15) days after receipt by the Borrower of written demand from the affected Lender for payment of such compensation or indemnification, notify the Administrative Agent and such affected Lender of its intention to replace the affected Lender. So long as no event Event of Default shall have occurred and be continuing, the Borrower may obtain, at the Borrower's expense, a replacement Lender for the affected Lender. If the Borrower obtains a replacement Lender within ninety (90) days following notice of its intention to do so, the affected Lender must sell and assign its loans and obligations and any Party be liable Commitments to such replacement Lender pursuant to Section 11.3(b) (without giving effect to any other Party requirement therein that the Administrative Agent consent thereto), for any punitive, special, exemplary, or speculative damages, related an amount equal to the breachprincipal balance of 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 alleged breachindemnification that it is entitled to receive under Sections 3.6, 3.9 or 3.11, through the date of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreementsuch sale and assignment. Notwithstanding the foregoing, each Party the Borrower shall not have the right to recover all other indirect damages includingobtain a replacement Lender if the affected Lender rescinds its demand for such compensation or indemnification within fifteen (15) days following its receipt of the Borrower's notice of intention to replace such affected Lender. Additionally, without limitationif the Borrower gives a 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 thereafter, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”Borrower's rights under this Section 3.15(c) shall take, terminate and cause its affiliates to take, the Borrower shall promptly pay all reasonable steps to mitigate any Loss upon becoming aware of any event compensation 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 indemnification demanded by such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party affected Lender pursuant to this AgreementSections 3.6, 3.9 or 3.11. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.01(a) or Section 8.02(a), as the case may be, until the aggregate amount for of all Losses in respect of indemnification under Section 8.01(a) or Section 8.02(a), as the case may be, exceeds $100,000 (the “Basket”), in which either Seller or Buyer event the Indemnifying Party shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed Indemnified Party for Losses relating back to the amount of Purchase Price actually received by Sellerfirst dollar. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, The aggregate amount of all Losses for any indemnifiable Losses under this Article VI until the indemnifiable Losses have which an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Indemnifying Party shall be liable in full for as an Indemnifying Party pursuant to Section 8.01(a) or Section 8.02(a), as the accumulated indemnifiable case may be, shall not exceed $750,000 (the “Cap”). Notwithstanding the foregoing, neither the Basket nor the Cap shall apply to any Losses subject to as a result of the provisions intentional misconduct or fraud of this Article VIthe any Party or a breach of a Fundamental Representation (as defined below). (c) In no event shall any Indemnifying Party be liable to any other Indemnified Party for any punitive, specialincidental, exemplaryconsequential, special or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, including loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement, or incidental diminution of value or any damages based on any type of multiple, except as a result of the Seller and [*****] liability for the lost profit, income Indemnifying Party’s intentional misconduct or revenue shall not exceed the Purchase Pricefraud. (d) Seller shall not be liable under this Article VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing. (e) Payments by an Indemnifying Party pursuant to Section 8.01 or Section 8.02, as the case may be, in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. (f) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementLoss. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The provisions of Section 3.6(a), Section 3.6(b), Section 3.6(c), and Section 3.6(d) shall be subject to the following: (a) The aggregate amount for which either Seller Each Lender that desires compensation or Buyer shall be liable pursuant to indemnification under Section 5.02 3.6(a), Section 3.6(b), Section 3.6(c), or Section 5.033.6(d) shall notify the Borrowers through the Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, as applicablebut in any event within ninety (90) days after the occurrence of the event giving rise thereto; provided that (i) if any such Lender fails to give such notice within ninety (90) days after the occurrence of such an event, such Lender shall only be entitled to compensation or indemnification in respect of such event accruing under Section 3.6(a), Section 3.6(b), Section 3.6(c), or Section 3.6(d) with respect to the period from and any other dispute regarding this Agreement or after the transactions contemplated hereby, shall not exceed date ninety (90) days prior to the amount of Purchase Price actually received by Sellerdate that such Lender does give notice. (b) No Party will be entitled Any notice given by a Lender pursuant to indemnification under clause (a) preceding shall certify (i) that one of the events described in Section 5.02 3.6(a), Section 3.6(b), Section 3.6(c), or Section 5.033.6(d) has occurred, describing in reasonable detail the nature of such event, (ii) as applicableto the increased cost, for reduced amount receivable, or loss or expense resulting from such event, and (iii) as to the additional amount demanded by such Lender, attaching a reasonably detailed explanation of the calculation thereof. Such a certificate as to any indemnifiable Losses under this Article VI until compensation or indemnification payable pursuant to Section 3.6(a), Section 3.6(b), Section 3.6(c), or Section 3.6(d), submitted by such Lender through the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000Agent to the Borrowers, after which time such indemnifying Party shall be liable conclusive and binding on the parties hereto in full for the accumulated indemnifiable Losses subject to the provisions absence of this Article VImanifest error. (c) In no event shall If any Party be liable to any other Party for any punitiveLender requests compensation or indemnification from the Borrowers under Section 3.6(a), specialSection 3.6(b), exemplarySection 3.6(c), or speculative damagesSection 3.6(d), related the Borrowers may, at their option, within fifteen (15) days after receipt by the Borrowers of written demand from the affected Lender for payment of such compensation or indemnification, notify the Agent and such affected Lender of their intention to replace the affected Lender. So long as no Event of Default shall have occurred and be continuing, the Borrowers may obtain, at the Borrowers' expense, a replacement Lender (which must be an Eligible Assignee reasonably acceptable to the breachAgent) for the affected Lender. If the Borrowers obtain a replacement Lender within ninety (90) days following notice of their intention to do so, the affected Lender must sell and assign its loans and obligations and any Commitments to such replacement Lender pursuant to Section 10.3, for an amount equal to the principal balance of 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 Borrowers shall have paid to such affected Lender the compensation or indemnification that it is entitled to receive under Section 3.6(a), Section 3.6(b), Section 3.6(c), or alleged breachSection 3.6(d), through the date of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreementsuch sale and assignment. Notwithstanding the foregoing, each Party the Borrowers shall not have the right to recover all other indirect damages includingobtain a replacement Lender if the affected Lender rescinds its demand for such compensation or indemnification within fifteen (15) days following its receipt of the Borrowers' notice of intention to replace such affected Lender. Additionally, without limitationif the Borrowers give a notice to the Agent and an affected Lender of the Borrowers' intention to replace such affected Lender and the Borrowers do not so replace such affected Lender within ninety (90) days thereafter, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”Borrowers' rights under this Section 3.9(c) shall taketerminate and the Borrowers shall promptly pay all compensation or indemnification demanded by such affected Lender pursuant to Section 3.6(a), Section 3.6(b), Section 3.6(c), and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000Section 3.6(d); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The indemnification provided for in Section 9.02 and Section 9.03 shall be subject to the following limitations: (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 9.02(a)(ii) or Section 9.03(b), as the case may be, until the aggregate amount for of all Losses in respect of indemnification under Section 9.02(a)(ii) or Section 9.03(b) exceeds one-percent (1%) of the Purchase Price (the “Basket Amount”), in which either Seller event the Indemnifying Party shall only be required to pay or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or for Losses in excess of the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by SellerBasket Amount. (b) No Indemnified Party will shall be entitled to recover from the Indemnifying Party any Losses pursuant to either Section 9.02(a)(ii) or Section 9.03(b), in each case, for an aggregate amount in excess of twenty-five (25%) of the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which either (i) Seller, pursuant to Section 9.02(a), or (ii) Buyer, pursuant to Section 9.03, shall be liable shall, in each case, not exceed the Purchase Price; (d) Notwithstanding the foregoing, the limitations set forth in Sections 9.04(a)–(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of Fraud; and (e) Losses for which any Indemnified Party would otherwise be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party IX shall be liable reduced by the amount of insurance proceeds actually received by such Indemnified Party in full for respect of any Losses incurred by such Indemnified Party (net of any fees, costs and expenses of collection or increased premiums, if applicable). In the accumulated indemnifiable Losses subject event that any such insurance proceeds are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, an appropriate refund shall be made promptly by the relevant Indemnified Parties to the provisions Indemnifying Party in an amount not to exceed the lesser of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid the amount by which (A) the amount received by the Indemnified Party, net of any fees, costs and expenses or payable increased premiums incurred by such Indemnified Party in collecting such amount, plus the payment received from the Indemnifying Party, exceeds (B) the total Losses suffered or incurred by the Indemnified Party with respect to a third party, or the applicable claim for indemnification; (ii) the amount received by the Indemnified Party, net of any fees, costs and expenses or increased premiums incurred by such Indemnified Party in connection with any fraud on collecting such amount; and (iii) the part of Seller in connection with amount paid by the Indemnifying Party pursuant to this AgreementArticle IX. Notwithstanding the foregoing, each nothing contained herein shall obligate an Indemnified Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss seek recovery from any then-existing insurance policies in respect of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Priceany Losses hereunder. (df) Each No Indemnified Party shall be entitled to indemnification hereunder (eachfor any punitive, an “incidental, consequential, special, or indirect damages, or exemplary Losses except, in each case, to the extent such Losses are finally awarded in connection with a Third-Party Claim against the Indemnified Party”. (g) Each Indemnified Party shall take, and cause use its affiliates to take, all commercially reasonable steps efforts to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, Losses for which it is entitled to indemnification pursuant to this Article IX including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementLoss. (eh) ProvidedFor purposes of this ARTICLE IX (including for purposes of determining the existence of any inaccuracy in, however that none or breach of, any representation or warranty and for calculating the amount of the limitations set forth in this Section 5.05 shall apply any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to any Losses arising frommateriality, Material Adverse Effect or other similar qualification contained in connection with or related to, a breach that constitutes fraud otherwise applicable to such representation or intentional misrepresentationwarranty.

Certain Limitations. (a) The Notwithstanding anything contained herein to the contrary, Seller Parent, Seller and Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties for aggregate amount for which either Seller or Buyer shall be liable Purchaser Losses under this Agreement pursuant to Section 5.02 9.1(a)(i) in excess of 10% of the Purchase Price; provided, however, that such limitation shall not apply with respect to a breach of a representation or Section 5.03, as applicable, and any other dispute regarding this Agreement warranty made by Seller (its Subsidiaries or the transactions contemplated herebyOther Sellers) in Section 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. In addition, Seller Parent, Seller and the Other Sellers shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled obligated to indemnification under Section 5.02 or Section 5.03, as applicable, indemnify Purchaser Indemnified Parties for any indemnifiable aggregate Purchaser Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals Agreement (including pursuant to Section 9.1(a)(ii), 9.1(a)(iii) or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii6.13(e)) in connection with any fraud on the part excess of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right an amount equal to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, Seller Parent, Seller and the Other Sellers shall not be obligated to indemnify Purchaser Indemnified Parties under this Agreement pursuant to Section 9.1(a)(i), (x) with respect to any individual Purchaser Loss or series of related Purchaser Losses of less than fifty thousand dollars ($50,000) (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) subject to such indemnification collectively exceed one percent (1.0%) of the Purchase Price (the “Threshold”), whereupon such indemnification shall be 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 Threshold; provided, however, that the Threshold shall not apply to any breach of a representation or warranty made by Seller in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (c) The representations and warranties of the Seller Parties and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until May 31, 2007; provided that the representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9, 5.1, 5.2(a) and 5.5 shall survive indefinitely and the representations and warranties set forth in Section 4.10 shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates explicitly specified therein or, if not so specified, until the expiration of the applicable statute of limitations with respect to the matters contained therein. (d) Each The obligations to indemnify and hold harmless a Party entitled pursuant to indemnification hereunder Sections 6.14(e), 9.1(a)(i), 9.1(a)(ii), 9.1(b)(i) or 9.1(b)(ii) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(c); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Seller Indemnified Party or Purchaser Indemnified Party, as the case may be, to be indemnified (each, an “Indemnified Party”) shall takehave, and cause its affiliates to takebefore the expiration of the applicable survival period, all previously made a claim by delivering a written notice (stating in 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 detail the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business basis of such Indemnified Party; and (iiclaim) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either Notwithstanding the other provisions of this Article VII, in respect of any indemnification by Seller or Buyer shall be liable Purchaser, pursuant to Section 5.02 7.1 or Section 5.037.2, as applicablerespectively, and (i) there will be no obligation to indemnify for any other dispute regarding individual item where the Losses relating thereto is less than [***] of the Purchase Price (the “De Minimis Amount”) (provided, that such Losses shall be aggregated for purposes of this Agreement clause (i) if they arise out of the same matter, fact, circumstance or the transactions contemplated herebyevent, shall or a series of substantially related matters, facts, circumstances or events) and, if such Losses do not exceed the De Minimis Amount, then such Losses shall not be applied to or considered for purposes of calculating the aggregate amount of Losses under the following clause (ii); (ii) where the Losses arising from such individual claim is equal to or greater than the De Minimis Amount, until the aggregate amount of all such Losses incurred by the Indemnified Party exceeds [***] of the Purchase Price actually (the “Deductible”), at which time all such Losses in excess of the Deductible will be subject to indemnification hereunder; and (iii) Seller’s or Purchaser’s aggregate Liability for indemnification pursuant to this Article VII, unless arising in connection with Fraud of Seller or the Divesting Entity or Third Party Claims, will not exceed [***] of the Purchase Price received by Seller. (b) No Party will If, prior to the Closing, Purchaser has had knowledge of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement and Purchaser proceeds with the Closing, Purchaser shall be entitled deemed to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under have waived such breach pursuant to this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals VII, to sue for damages or exceeds $100,000assert any other right or remedy arising from any matters relating to such breach, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject notwithstanding anything to the provisions of this Article VIcontrary contained herein or any certificate delivered pursuant hereto. (c) In Notwithstanding anything to the contrary contained herein (unless actually awarded and paid on account of a Third Party Claim ), no event Party shall any Party be liable to any other Party for any (i) special, punitive, special, exemplary, incidental, consequential or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profitsprofits or lost business, loss of future revenue or incomeenterprise value, diminution in valuevalue of any business, damage to reputation or loss of business reputationgoodwill or (iii) damages calculated based on a multiple of profits, revenue or incidental damages except the Seller and [*****] liability for the lost profitany other financial metric, income in each case, whether based on contract, tort, strict liability, other Law or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall takeotherwise, and cause its affiliates to take, all reasonable steps to mitigate whether or not arising from 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying other Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementsole, joint or concurrent negligence, strict liability or other fault. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The Notwithstanding anything contained herein to the contrary, (i) the maximum aggregate amount Liability of WHF Parent, WPI and the Sellers to all members of the Buyer Group, taken together for which either Seller or Buyer all Damages under Section 7.1(ii), shall be liable pursuant limited to Section 5.02 $35,000,000 and (ii) the maximum aggregate Liability of WHF Parent, WPI, the Sellers, on the one hand, and Buyer and EMP, on the other hand, to all members of the Buyer Group or Section 5.03the Seller Group, as applicablethe case may be, and any other dispute regarding this Agreement or the transactions contemplated herebytaken together for all Damages under Article VII, shall not exceed be limited to the amount of the Purchase Price actually received by Sellerthe Sellers. (b) No Party will Notwithstanding anything contained herein to the contrary, WHF Parent, WPI, the Sellers and Buyer shall not be entitled obligated to make any indemnification payment under Section 5.02 7.1(ii) (other than with respect to Taxes or title for the Transferred Units) or Section 5.037.2(ii) (other than title to the EMP Sold units), unless and until the aggregate Damages sustained by the Buyer Group or the Seller Group, as applicablethe case may be, for any indemnifiable Losses under this Article VI until exceed on a cumulative basis, $5,000,000 (the indemnifiable Losses have an aggregated cumulative amount "Basket"), at which equals point WHF Parent, WPI and the Sellers, on the one hand, or exceeds $100,000Buyer, after which time such indemnifying Party on the other hand, as the case may be, shall be liable obligated to indemnify the Buyer Group or the Seller Group, as the case may be, from and against all cumulative Damages in full for excess of the accumulated indemnifiable Losses subject to the provisions of this Article VIBasket. (c) In no event shall any The amount which an Indemnifying Party is or may be liable required to any other pay to an Indemnified Party in respect of Damages for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of which indemnification is provided under this Agreement or will be reduced by any amounts actually received (including amounts received under insurance polices net of any expenses incurred in connection with the receipt of such proceeds or premium increases related to any transaction contemplated herebyinsurance claims) by or on behalf of the Indemnified Party from third parties (such amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of an Indemnified Claim for which indemnification is provided under this Agreement after the full amount of such Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, except then the Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) if the amount theretofore paid or payable to a third partyby the Indemnifying Party in respect of such Indemnified Claim, or less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in connection 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 fraud on subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the part absence of Seller in connection with the indemnification provisions by virtue of the indemnification provisions hereof. WHF Parent, the Sellers, the Company and Buyer, as 50 appropriate, will, or will cause each Indemnified Party to, use its reasonable best efforts to pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided under this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only Notwithstanding anything contained herein to the minimum extent necessary contrary, no member of the Seller Group and no member of the Buyer Group will be entitled after the Closing to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000)any recovery under this Agreement for its own special, punitive, consequential, incidental or indirect Damages or lost profits; provided, however, that (i) no Indemnified Party shall: (1) be required to take nothing herein shall prevent any action to mitigate any Losses incurred member of the Seller Group or suffered to the extent based uponBuyer Group from being indemnified for all components of awards against them in claims by third parties, arising out ofincluding special, with respect to punitive, consequential, incidental or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; indirect Damages or (3) have any obligation to take any actions that unreasonably interfere with or impact the business lost profits components of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementclaims. (e) ProvidedIn the event that, prior to Closing, any Party to this Agreement obtains actual Knowledge of any breach of warranty or misrepresentation of another Party, such first-named Party shall immediately notify the other Party thereof and shall, subject to the termination rights set forth in Section 8.1(b), afford the other Party a reasonable period of time, not to exceed 45 days, in which to cure such breach or take such action as may be appropriate to correct the circumstances giving rise to the breach of warranty or misrepresentation. (f) Each and every representation and warranty of WHF Parent, the Sellers and Buyer contained in this Agreement and the Contribution Agreement (other than WHF Parent's and the Sellers' representations and warranties set forth in Sections 3.1 (organization and authority), 3.3 (capitalization and LLC units; title), 3.9 (Tax matters), 3.17 (employee benefits) and 3.19 (brokers' fees), and Buyer's and EMP's representations and warranties set forth in Sections 4.1 (organization), 4.2 (authorization), 4.7 (brokers' fees), Section 4.9 (capitalization and EMP Sold Units; title) shall survive the Closing and expire 18 months after the Closing Date. WHF Parent's and the Sellers' representations and warranties set forth in Section 3.3 (capitalization and LLC Units; title) and Buyer's and EMP's representation and warranties set forth in Section 4.9 (capitalization and EMP Sold Units; title) will survive the Closing Date, solely for purposes of Sections 7.1 and 7.2 without time limitation. WHF Parent's and the Sellers' representations and warranties set forth in Sections 3.1 (organization and authorization), 3.9 (Tax matters), 3.17 (employee benefits) and 3.19 (brokers' fees) will survive the Closing Date solely for purposes of Sections 7.1 or 7.3 until, and will expire when, in each case, the applicable statutes of limitations with respect to the subject matter of such representations and warranties have expired. Buyer's and EMP's representations and warranties set forth in Sections 4.1 (organization), 4.2 (authorization) and 4.7 (brokers' fees) will survive the Closing Date solely for purposes of Section 7.2 until, and will expire when, in each case, the applicable statutes of limitation with respect to the subject matter of such representations and warranties have expired. (g) The obligations of each Party to indemnify, defend and hold harmless the other Party and other Persons pursuant to this Article VII shall terminate (a) with respect to Sections 7.1(i), 7.1(iii), 7.1(iv), 7.2(i), 7.2(iii) and 7.2(iv), upon the expiration of all applicable statutes of limitations and (b) with respect to Sections 7.1(ii) and 7.2(ii) when the applicable representation or warranty expires pursuant to Section 7.4(f); provided, however that none of the limitations set forth in this Section 5.05 such obligations to indemnify, defend and hold harmless shall apply not terminate with respect to any Losses arising fromindividual item as to which an Indemnified Party shall have, before the expiration of the 51 applicable period, previously made a claim by delivering a written notice (stating in connection with reasonable detail the basis of such claim) to the Indemnifying Party. (h) Notwithstanding anything in this Agreement or related tothe Contribution Agreement to the contrary, a breach that constitutes fraud any amounts payable pursuant to the indemnification obligations under Section 5.2(a) and Article VII shall be paid without duplication, and in no event shall any Party (whether individually or intentional misrepresentationthrough the Company) be indemnified under different provisions of this Agreement, or recover amounts under Section 2.4, for the same Damages.

Certain Limitations. Notwithstanding anything in paragraphs (a) The and (b) above: (i) in the case of Eurodollar Rate Advances and Alternate Currency Swing Line Advances each Borrowing shall be in an aggregate amount for which either Seller of not less than $1,000,000 or Buyer greater multiples of $100,000; (ii) in the case of Adjusted Base Rate Advances each Borrowing shall be liable pursuant in an aggregate amount of not less than $500,000 or greater multiples of $100,000; (iii) except for Borrowings for the acquisition of Permitted New Investments by the Borrower or its Subsidiary, the Borrower may not request Borrowings on more than three (3) days in any calendar month; (iv) at no time shall there be more than five (5) Interest Periods applicable to Section 5.02 outstanding Eurodollar Rate AdvanceS or Section 5.03two (2) Interest Periods applicable to outstanding Alternate Currency Swing Line Advances; (v) the Borrower may not select Fixed Rate Advances for any Borrowing to be made, Converted or continued if a Default has occurred and is continuing; (vi) if any Lender shall, at any time prior to the making of any requested Borrowing comprised of Fixed Rate Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations under this Agreement to make Fixed Rate Advances or to fund or maintain Fixed Rate Advances, then such Lender's Revolving Share or Term Share, as applicable, of such Borrowing shall be made as an Adjusted Base Rate Advance, PROVIDED that such Adjusted Base Rate Advance shall be considered part of the same Borrowing and interest on such Adjusted Base Rate Advance shall be due and payable at the same time that interest on the Fixed Rate Advances comprising the remainder of such Borrowing shall be due and payable; and such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender; (vii) if the Administrative Agent is unable to determine the Applicable Fixed Rate for Fixed Rate Advances comprising any other dispute regarding this Agreement requested Borrowing, the right of the Borrower to select Fixed Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the transactions contemplated herebyAdministrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be an Adjusted Base Rate Advance; (viii) if the Required Lenders shall, at least one Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Applicable Fixed Rate for Fixed Rate Advances comprising such Borrowing will not exceed adequately reflect the amount cost to such Lenders of Purchase Price actually received by Seller.making or funding their respective Fixed Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Fixed Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be an Adjusted Base Rate Advance; and (ix) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Fixed Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01 and paragraph (a) or (b) No Party above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject made available to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud Borrower on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business date of such Indemnified Party; and (ii) the failure of Borrowing as Adjusted Base Rate Advances or, if an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementexisting Advance, Converted into Adjusted Base Rate Advances. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. Holder shall not sell, transfer, pledge, or ------------------- otherwise dispose of, or reduce Holder's interest in or risk relating to, any shares of Ascend Common Stock issued to Holder pursuant to the Merger or upon exercise of any Assumed Options until after such time as Ascend has published (awithin the meaning of SEC Accounting Series Release No. 135, as amended) The aggregate amount for which either Seller financial results covering at least 30 days of combined operations of Ascend and StonyBrook. From and after the publication of such results, Holder may sell or Buyer otherwise dispose of the shares of Ascend Common Stock registered pursuant to this Agreement, subject to the following restrictions: (i) Holder shall not offer, sell, exchange, pledge, transfer or otherwise dispose of or engage in any Sale Equivalent Transaction with respect to, any of the shares of Ascend Common Stock issued or issuable in the Merger unless at such time such transaction shall be liable permitted pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI.SEC Rule 145 under the Securities Act (including any applicable limitations on the amount of Ascend Common Stock to be sold as set forth in Rule 145(d)(1) and the provisions of Rule 144 referred to therein), or Holder shall have furnished to Ascend an opinion of counsel, satisfactory to Ascend, to the effect that no registration under the Securities Act would be required in connection with the proposed offer, sale, exchange, pledge, transfer or other disposition or transaction, or a Registration Statement under the Securities Act covering the proposed offer, sale, exchange, pledge, transfer or other disposition or Sale Equivalent Transaction shall be effective under the Securities Act; (cii) In no event Holder shall not offer or sell any Party of the shares of Ascend Common Stock issued or issuable to Holder in the Merger except during such periods as directors, officers and Affiliates of Ascend are permitted to purchase and sell Ascend Common Stock pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies of Ascend (the "Window Periods"); and -------------- (iii) during the effective period of the Registration Statement, Holder shall (A) offer for sale under the Registration Statement only those shares of Ascend Common Stock which were issued to Holder pursuant to the Merger Agreement and are registered under the Registration Statement; (B) sell such shares in accordance with and subject to the terms, conditions and covenants set forth in this Agreement and in the Registration Statement; (C) to the extent required by applicable law, cause to be liable furnished to any other Party for any punitivepurchaser of such shares, special, exemplary, or speculative damages, related and to the breachbroker-dealer, if any, through whom such shares may be offered, a copy of the final prospectus contained in the Registration Statement, as supplemented or alleged breach, amended through the date of this Agreement or the sale (the "Prospectus"); (D) not engage in ---------- any stabilization activity in connection with any transaction contemplated hereby, except Ascend securities other than as permitted under the Exchange Act; and (iE) if paid not bid for or payable purchase any securities of Ascend or any rights to a third partyacquire Ascend securities, or attempt to induce any person to purchase any Ascend securities (except for Holder's shares of Ascend Common Stock to be sold to such person by means of the Prospectus) or any rights to acquire Ascend securities other than as permitted under the Exchange Act. The restrictions set forth in subparagraph (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”Section 4(b) shall takecease without further action of the parties upon and in the event of the death of Holder, 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 Ascend shall amend the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered Registration Statement to the extent based upon(if any) necessary to permit Holder's estate, arising out ofpersonal representative(s), with respect devisees and heirs, as the case may be, to or by reason resell Holder's remaining shares of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party Ascend Common Stock pursuant to this AgreementRegistration Statement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any Notwithstanding the other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. ARTICLE VIII, neither Seller nor Purchaser shall have any indemnification obligations for Losses under Section 8.01(a)(iv) or Section 8.02(a)(iv), respectively, (ca) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, individual item or speculative damages, series of related items where the aggregate Loss relating to the breach, such item or alleged breach, series of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and related items is less than [*****] liability (the “De Minimis Amount”) and (b) in respect of each individual item or series of related items where the Loss relating thereto is equal to or greater than the De Minimis Amount, unless the aggregate amount of all Losses exceeds [*****], in which event Seller or Purchaser, as applicable, shall be required to pay the full amount of such Losses that exceeds [*****], but only up to a maximum amount, on a cumulative basis in respect of all such Claims, equal to [*****]. The aggregate Liability of Seller, on the one hand, and Purchaser, on the other hand, for the lost profitany Losses with respect to matters set forth in this ARTICLE VIII or Claims under Section 8.01(a)(i) or Section 8.02(a)(i), income or revenue respectively, shall not exceed the Purchase Price. Seller shall only be required to indemnify a Purchaser Indemnitee for any particular claim one time. (db) Each Party entitled to indemnification hereunder (eachFor purposes of this ARTICLE VIII, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate the amount of any Loss upon becoming aware (but not the existence of any event breach, misrepresentation 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply inaccuracy with respect to any Losses arising from, in connection with representation or related warranty of Seller or Purchaser) shall be determined without reference to, a breach that constitutes fraud and disregarding, the terms “material,” “materially,” “Material Adverse Effect,” “material adverse effect” or intentional misrepresentationother similar qualifications as to materiality contained or incorporated in or applicable to any such representation or warranty.

Certain Limitations. (a) The Notwithstanding the other provisions of this Agreement to the contrary, neither Seller shall have any indemnification obligations for misrepresentation or breach of warranty under Section 9.1(a)(iii) unless and until the aggregate amount of all Losses suffered by Purchaser under Section 9.1(a)(iii) for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will Purchaser would be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,0005,000,000 (the “Purchaser Threshold”), after which time such indemnifying Party shall be liable in full for whereupon, provided the accumulated indemnifiable Losses subject to the provisions other requirements of this Article VI. (c) In no event IX have been complied with, Sellers shall any Party be liable to any other Party indemnify and hold Purchaser harmless for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, Losses in excess of this Agreement or in connection with any transaction contemplated hereby, $1,000,000 as herein provided; except that: (i) if paid Purchaser shall not have any right to indemnification with respect to any individual Loss arising from a misrepresentation or payable to a third party, or breach of warranty that is less than $35,000; (ii) no such Loss shall be taken into account in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputationdetermining whether, or incidental damages except to what extent to which, the Seller Purchaser Threshold has been met or exceeded; and [*****] liability for (iii) the lost profit, income or revenue aggregate amount of Losses recoverable under Section 9.1(a)(iii) by Purchaser shall not exceed the Purchase Price. (d) Each Party entitled be limited to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)$26,000,000; provided, however, that the foregoing limitations for indemnification contained in this Section 9.6 shall not apply to Losses which arise from a breach of representations and warranties (ix) no Indemnified Party shall: contained in Sections 3.2 (1Corporate Authority; Binding Effect), 3.3 (Conveyed Companies; Capital Structure), and 3,16 (Taxes), or (y) be required contained in this Agreement if such Losses have been finally adjudicated to take have arisen directly from the pre-Closing willful misconduct or fraudulent acts of any action to mitigate any Losses incurred Business Employee, Seller Corporation or suffered Conveyed Company (it being understood that to the extent based uponany such Losses resulted from the continuing willful misconduct or fraudulent acts after the Closing, arising out of, with respect to or by reason of fraud prior the Sellers’ indemnification obligation under this Section 9.6(a)(y) shall be limited to the ClosingLosses allocable to the pre-Closing period willful misconduct or fraudulent acts); (2) be required to bring a legal proceeding against any person; or (3) and provided, further, that Sellers shall in no event have any obligation to take any actions that unreasonably interfere Purchaser with respect to aggregate Losses recoverable by Purchaser as provided in the immediately preceding proviso under Section 9.1 (a) or impact Article VIII in excess of the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementAggregate Purchase Price. (eb) ProvidedNotwithstanding the other provisions of this Agreement to the contrary, however Purchaser shall not have any indemnification obligations for misrepresentation or breach of warranty under Section 9.2(a)(iii) unless and until the aggregate amount of all Losses suffered by Sellers under Section 9.2(a)(iii) for which it would be entitled to indemnification exceeds $1,300,000 (the “Seller Threshold”), whereupon, provided the other requirements of this Article IX have been complied with, Purchaser shall indemnify and hold harmless Sellers for Losses as herein provided; except that none the aggregate amount of Losses recoverable under Section 9.2(a)(iii) by Sellers shall be limited to $26,000,000; provided, however, that the foregoing limitations set forth for indemnification contained in this Section 5.05 9.6 shall not apply to Losses which arise from a breach of representations and warranties contained’ in Section 4.2 (Corporate Authority) or Section 12.1(c); and provided, further, that Purchaser shall in no event have any obligation to Sellers with respect to any aggregate Losses arising from, recoverable by Sellers as provided in connection with the immediately preceding proviso under Section 9.2(a) or related to, a breach that constitutes fraud or intentional misrepresentationArticle VIII in excess of the Aggregate Purchase Price.

Certain Limitations. (ai) The aggregate amount for which either Seller or Buyer shall For each Holder who is an "insider" of AXT ▇▇ who may be liable deemed to be an Affiliate of AXT, ▇▇T ▇▇▇ll keep effective each Demand Registration Statement filed pursuant to Section 5.02 or Section 5.03SECTION 2(a) and each Piggyback Registration Statement which includes Registrable Securities of a Requesting Holder pursuant to SECTION 2(b) during such periods as directors, as applicableofficers and Affiliates of AXT ▇▇▇ permitted to purchase and sell AXT ▇▇▇mon Stock pursuant to the insi▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇icies of AXT (▇▇bject to the right of AXT ▇▇ suspend use of a prospectus pursuant to SECTION 3(b)) and, notwithstanding the provisions of SECTION 3(a) (i) and any other dispute regarding provision of this Agreement or to the transactions contemplated herebycontrary, shall not exceed be required to keep any such registration statement effective at any other time. By making a registration request or selling any Registrable Securities pursuant to any such registration statement, each such Holder who is an insider or Affiliate of AXT ▇▇▇ees that the amount right of Purchase Price actually received such Holder to resell Registrable Securities pursuant to any such registration statement hereunder shall be suspended, unless otherwise agreed by SellerAXT, ▇▇enever AXT "▇▇siders" (as defined in the AXT ▇▇▇i▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇icy furnished to such Holders and any amendments thereto hereafter furnished to such Holders) are restricted from trading capital stock of AXT (▇ "RESTRICTED PERIOD"). Unless otherwise specified by AXT ▇▇ written notice to such Holders who are insiders or Affiliates of AXT, ▇▇e term "RESTRICTED PERIOD" shall include the period commencing at the opening of trading on the first day of the third month of each fiscal quarter of AXT ▇▇▇ expiring at the close of trading on the second full trading day following release of AXT ▇▇▇ancial results for such fiscal quarter (or, in the case of the fourth quarter of each year, for the fiscal year). If a Restricted Period shall commence or shall expire or terminate on any other date, AXT ▇▇▇ll provide advance written notice of such commencement and prompt written notice of such expiration or termination. (bii) No Party will Notwithstanding any other provision of this Agreement, AXT ▇▇▇ll be entitled to indemnification under Section 5.02 postpone the declaration of effectiveness of any Demand Registration Statement filed pursuant to SECTION 2(a) and any Piggyback Registration Statement filed pursuant to SECTION 2(b) for a reasonable period of time, but not in excess of ninety (90) calendar days after the date the SEC has informed AXT ▇▇▇t the registration statement will not be reviewed or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until that the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject SEC has no further comments with regard to the provisions registration statement, if the chief executive officer of this Article VIAXT, ▇▇ting in good faith, determines that there exists material nonpublic information about AXT ▇▇▇ch the Board of Directors of AXT ▇▇▇s not wish to disclose in a registration statement which information would otherwise be required by the Securities Act to be disclosed in any Demand Registration Statement filed pursuant to SECTION 2(a) or any Piggyback Registration Statement which includes Registrable Securities of a Holder pursuant to SECTION 2(b). (ciii) In no event shall any Party be liable With respect to any other Party for Demand Registration Statement filed pursuant to SECTION 2(a) and any punitivePiggyback Registration Statement which includes securities of a Requesting Holding pursuant to SECTION 2(b) or any post-effective amendment, special, exemplary, or speculative damages, related to when the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except same has become effective; AXT ▇▇▇ll notify each Holder (i) if paid of any request by the SEC or payable any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to a third partythe registration statement or related prospectus or for additional information relating to the registration statement, (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (iii) of the receipt by AXT ▇▇ any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (iiiv) in connection with any fraud on of the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware happening of any event which makes any statement made in the registration statement or circumstance related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration statement or prospectus so that, in the case of the registration statement, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that would in the case of the prospectus, it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such event, AXT ▇▇▇ suspend use of the prospectus on written notice to each Holder, in which case each Holder shall not dispose of Registrable Securities covered by the registration statement or prospectus until copies of a supplemented or amended prospectus are distributed to the Holders or until the Holders are advised in writing by AXT ▇▇▇t the use of the applicable prospectus may be reasonably expected toresumed. AXT ▇▇▇ll use its commercially reasonable efforts to ensure that the use of the prospectus may be resumed as soon as practicable. AXT ▇▇▇ll use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement, or doesthe lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, give rise theretoat the earliest practicable moment. AXT ▇▇▇ll, including incurring costs only upon the occurrence of any event contemplated by clause (iv), prepare a supplement or post-effective amendment to the minimum extent registration statement or a supplement to the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary to remedy make the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); providedstatements therein, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none in light of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising fromcircumstances under which they were made, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationnot misleading.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Parent shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (i) in respect of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than $10,000 (the “Claim Threshold”), and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(a) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $350,000 (the “Basket”), in which event Parent shall be required to pay or be liable for all such Losses in excess of $175,000 (the “Deductible”). The aggregate amount of all Losses for which either Parent shall be liable pursuant to Section 8.02(a) shall not exceed $10,000,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (i) in respect of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than the Claim Threshold, and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(b) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, 8.03(a) shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VICap. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution limitations set forth in value, loss of business reputation, or incidental damages except the Seller Section 8.04(a) and [*****] liability for the lost profit, income or revenue Section 8.04(b) shall not exceed the Purchase Price. (d) Each Party entitled apply to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05(a) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (iib), Section 3.25, Section 4.01, Section 4.02(a) and (b), and Section 4.04. (d) For purposes of this ARTICLE VIII (including for purposes of determining the failure existence of an Indemnified Party any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to use any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementrepresentation or warranty. (e) ProvidedIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages, however that none of except to the limitations set forth in this Section 5.05 shall apply extent actually paid or payable by an Indemnified Party to another Person with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationThird-Party Claim.

Certain Limitations. (a) EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS, THE SHARES OR THE PDI MEXICO SUBSIDIARY SHARES, AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT THE PURCHASER TAKES THE ASSETS, THE SHARES AND THE PDI MEXICO SUBSIDIARY SHARES “AS IS” AND “WHERE IS”. The aggregate amount for parties agree that this is an arm’s length transaction in which either Seller the parties’ undertakings and obligations are limited to the performance of their obligations under this Agreement and, at the Closing Date, the Ancillary Agreements. The Purchaser acknowledges that it is an informed and sophisticated investor, that it has undertaken a full investigation of the Businesses, and that it has only a contractual relationship with the Sellers, based solely on the terms of this Agreement and the Non-Disclosure Agreement and, at the Closing Date, the Ancillary Agreements, and that there is no special relationship of trust or Buyer reliance between the Purchaser and the Sellers. The parties have participated jointly in the negotiating and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation shall arise, this Agreement shall be liable pursuant to Section 5.02 construed as if drafted jointly and no presumption or Section 5.03, as applicable, and burden of proof shall arise favoring or disfavoring any other dispute regarding this Agreement or party by virtue of the transactions contemplated hereby, shall not exceed the amount authorship of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The Party (including its Affiliates) making a claim under this Article IX is referred to as the “Indemnified Party,” and the Party against whom such claim is asserted under this Article IX is referred to as the “Indemnifying Party.” (a) The Sellers shall not be liable to any Buyer Indemnified Party for indemnification under Section 9.02(a) until the aggregate amount for of all Losses in respect of indemnification under Section 9.02(a), Section 9.02(b)(i) and Section 9.02(b)(ii) exceeds an amount equal to $[***] (the “Deductible”), in which either Seller event the Sellers shall only be required to pay or Buyer shall be liable pursuant for Losses in excess of the Deductible; provided, however, that in no event shall Sellers’ aggregate Liability under Section 9.02(a) exceed $[***] (the “Cap”). Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to any indemnification claim made by any Buyer Indemnified Party: (i) under Section 5.02 9.02(b)(i) or Section 5.039.02(b)(ii), as applicableor (ii) arising out of, and resulting from or relating to any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received Fraud by any Seller. (b) No Sellers shall not be liable to any Buyer Indemnified Party will be entitled to for indemnification under Section 5.02 9.02(b)(i) or Section 5.039.02(b)(ii) in an aggregate amount, as applicablewith respect to each Seller, for in excess of the portion of the Purchase Price actually received by such Seller; provided, however, that this Section 9.04(b) shall not apply to any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals indemnification claim made by any Buyer Indemnified Party arising out of, resulting from or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject relating to the provisions of this Article VIany Fraud by any Seller. (c) Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds an amount equal to the Deductible, in which event Buyer shall only be required to pay or be liable for Losses in excess of the Deductible; provided, however, that in no event shall Buyer’s aggregate Liability under Section 9.03(a) exceed the Cap. Notwithstanding the foregoing, neither the Deductible nor the Cap shall apply to any indemnification claim made by any Seller Indemnified Party arising out of, resulting from or relating to: (i) any misrepresentation, inaccuracy in or breach of any Buyer Fundamental Warranty, or (ii) any Fraud by Buyer. (d) Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) for a misrepresentation, inaccuracy in or breach of any Buyer Fundamental Warranty in an aggregate amount greater than the Purchase Price; provided, however, that this Section 9.04(d) shall not apply to any indemnification claim made by any Seller Indemnified Party arising out of, resulting from or relating to any Fraud by Buyer. (e) In no event shall any Indemnified Party be liable entitled to any other Party seek or receive indemnification for any punitivethe same Losses more than once under this Article IX even if a claim for indemnification in respect of such Losses has been made as a result of a breach of more than one (1) representation, specialwarranty, exemplary, covenant or speculative damages, related to the breach, or alleged breach, of this Agreement or agreement contained in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (df) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates Affiliates to take, all reasonable steps Commercially Reasonable Efforts to mitigate any Loss upon becoming aware that are indemnifiable pursuant to this Agreement to the extent required by Law. (g) The Indemnifying Party shall not be liable under Section 9.02 for any Losses to the extent included in the calculation of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only adjustment to the minimum Purchase Price pursuant to Section 1.07. No Losses may be claimed by Buyer to the extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no such Loss is included in the Closing Purchase Price, as finally determined in accordance with Section 1.07, (ii) such Loss consists of or relates to Taxes with respect to the Company attributable to the Post-Closing Taxable Period, or (ii) such Loss is due to Buyer breaching any covenant relating to Taxes in this Agreement. (h) Nothing in this Article IX shall be deemed to limit any rights of Buyer and its Affiliates as against the R&W Carrier under the R&W Insurance Policy. Notwithstanding any provision in this Agreement to the contrary, the Buyer Indemnified Parties shall be entitled to make a claim for indemnification under this Article IX (subject to the limitations in this Article IX, including the limitation in Section 9.04(i)), concurrently with seeking recovery from any insurance (including the R&W Insurance Policy). (i) Other than with respect to any misrepresentation, inaccuracy in or breach of the Seller Fundamental Warranties or Fraud, the sole and exclusive recourse of the Buyer Indemnified Parties for Losses in respect to any misrepresentation, inaccuracy in or breach of any representations or warranties of Sellers contained in this Agreement or any other Transaction Agreement, or the corresponding indemnities under Section 9.02(a) and Section 9.02(b)(vi), shall be to file a claim under the R&W Insurance Policy, regardless of whether: (i) the applicable Buyer Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered is an insured party pursuant to the extent based uponR&W Insurance Policy; (ii) the R&W Insurance Policy is revoked, cancelled or modified in any manner after issuance, or (iii) the applicable Buyer Indemnified Party makes a claim under the R&W Insurance Policy in respect to any breach or inaccuracy of any representation or warranty given by Sellers pursuant to in this Agreement or any other Transaction Agreement, or the corresponding indemnities under Section 9.02(a) and Section 9.02(b)(vi), and such claim is denied by the R&W Carrier. For clarity, Buyer shall be solely responsible for paying any deductible or retention amount payable in connection with claims made under the R&W Insurance Policy. (j) Other than with respect to Fraud, the Buyer’s right to indemnification pursuant to Section 9.02(b)(i) and Section 9.02(b)(ii) arising out of, with respect resulting from or relating to any misrepresentation, inaccuracy in or by reason breach of fraud prior any of the Seller Fundamental Warranties will be satisfied: (i) first, to the Closing; (2) be required extent the R&W Insurance Policy provides coverage, from the R&W Insurance Policy up to bring a legal proceeding against any person; or (3) have any obligation an amount equal to take any actions that unreasonably interfere with or impact the business of such Indemnified Partypolicy limit under the R&W Insurance Policy; and (ii) second, from each of the failure Sellers, severally (not jointly or jointly and severally, notwithstanding the first paragraph in Article II) in respect of any Seller Fundamental Warranties pursuant to Article II (with each Seller’s respective portion of such Losses being determined in accordance with Section 9.02(b)), or where such claim is attributable to a particular Seller, severally (not jointly or jointly and severally, notwithstanding the first paragraph in Article II) from the applicable Seller, to the extent that the R&W Insurance Policy does not fully cover the Losses (either because no coverage is available under such policy or there is insufficient insurance available under such policy), in an amount not to exceed the amount set forth in Section 9.04(b). For clarity, Buyer shall be solely responsible for paying any deductible or retention amount payable in connection with claims made under the R&W Insurance Policy. (k) The amount to which any Indemnified Party is entitled hereunder shall be reduced by the amount of insurance proceeds (other than under the R&W Insurance Policy) actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to use collect such efforts insurance proceeds and less the net present value of any increases in premiums attributable to mitigate shall not constitute a defense such amounts. If the Indemnified Party or any of its Affiliates receives any such insurance proceeds subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount of the relevant insurance proceeds, less any out-of-pocket collection or out-of-pocket recovery costs and expenses (including deductibles and co-insurance) incurred by such Person in order to collect insurance proceeds and less the net present value of any increases in premiums attributable to such Losses. Notwithstanding the foregoing, a Buyer Indemnified Party will not be required to reimburse ‎amounts actually received from the R&W Carrier to the extent such Buyer Indemnified Party’s obligations ‎total Losses exceed the limits available under the R&W Insurance Policy. ‎ (l) ‎The amount of any Loss for which indemnification is provided under this Article ‎IX will be reduced to indemnify take ‎‎account of any net Tax benefit realized by the Indemnified Party pursuant arising from the incurrence ‎or ‎payment of that Loss, to the extent necessary to ensure that the Indemnified Party ‎receives a net ‎amount that, taking into account any net Tax benefit, is ‎sufficient to fully ‎compensate for the Loss, but results in no net gain to the Indemnified Party. ‎In computing the ‎amount of any net Tax benefit, the Indemnified Party will be ‎deemed to recognize ‎all other items of income, gain, loss, deduction or credit before ‎recognizing any item arising from ‎the receipt of any indemnity payment under this Agreement.‎Agreement or the incurrence or payment of any ‎indemnified Loss.‎ (em) ProvidedNotwithstanding anything in this Agreement to the contrary, however that none from and after the Closing, no Person defined as a Seller Indemnified Party shall seek or be entitled to advancement, indemnification, contribution or other recovery of any kind from the Company Group (including by reason of the limitations set forth in this Section 5.05 shall apply fact that he, she or it was an officer, director, manager, member, employee, or agent of the Company Group or was serving at the request of the Company Group as a partner, trustee, director, officer, employee, or agent of another entity) for any actions or omissions of such Person prior to Closing with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationmatter for which such Person is required to indemnify any Buyer Indemnified Party under this Article IX.

Certain Limitations. (ai) Notwithstanding anything to the contrary in this Termination Agreement, an Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party against any Losses or with respect to any Third Party claims arising out of or resulting from an Indemnified Party’s: (i) willful misconduct or grossly negligent acts or omissions; or (ii) failure to materially comply with any of its obligations set forth in this Termination Agreement. (ii) The aggregate amount for which either Seller liability of BDSI under Section 13(b)(i)(c) in respect of inaccuracies in, or Buyer shall be liable pursuant to Section 5.02 or Section 5.03breaches of, as applicablerepresentations and warranties made by BDSI, and any (ii) the aggregate liability of Endo under Section 13(b)(ii)(b) in respect of inaccuracies in, or breaches of, representations and warranties made by Endo, other dispute regarding this Agreement or the transactions contemplated herebythan such representations and warranties of Endo made in Sections 10(b)(i) and 10(b)(vi), in each case, shall not exceed $*** (the amount “Cap”). The aggregate liability of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification Endo under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable 13(b)(ii)(b) in full for the accumulated indemnifiable Losses subject to the provisions respect of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplaryinaccuracies in, or speculative damagesbreaches of, related to the breach, or alleged breach, representations and warranties of this Agreement or Endo made in connection with any transaction contemplated hereby, except (iSection 10(b)(i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d. The aggregate liability of Endo under Section 13(b)(ii)(b) Each Party entitled to indemnification hereunder (eachin respect of inaccuracies in, an “Indemnified Party”or breaches of, the representations and warranties of Endo made in Section 10(b)(vi)(B) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only not exceed an amount equal to the minimum extent necessary Asset Purchase Price less the Equipment Book Value. The aggregate liability of Endo under Section 13(b)(ii)(b) with respect to remedy the breach that gives rise to such Loss but any breaches of Section 10(b)(vi)(A) shall not exceeding Ten Thousand U.S. Dollars (US$10,000)exceed any amounts actually recovered from Third Parties in connection therewith; provided, however, that Endo shall assign the right to seek damages for such liability from the applicable Third Party to BDSI or, if such right is not assigned, use commercially reasonable efforts to seek and obtain such damages for such liability from the applicable Third Party. (iiii) no Indemnified No Party shall: (1) shall be required to take any action to mitigate liable under this Section 13 for any Losses incurred resulting from or suffered relating to any inaccuracy in or breach of any representation or warranty in this Termination Agreement or the extent based uponAgreement if the Party seeking indemnification for such Losses had knowledge of such inaccuracy or breach before the Closing, arising out of, except with respect to any inaccuracy in or breach of the representations and warranties made by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementEndo in Section 10(b)(i). (eiv) ProvidedNotwithstanding anything to the contrary, however that none of the limitations set forth in this Section 5.05 the preceding subsections (ii) or (iii) shall apply with respect to any Losses arising from, in connection with liabilities resulting from a Party’s or related to, a breach that constitutes any of its Affiliates’ fraud or intentional misrepresentation.

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) The aggregate amount of all Losses for which either Seller or Buyer an Indemnifying Party shall be liable pursuant to Section 5.02 8.02(a) or Section 5.038.03(a), as applicable, and any other dispute regarding this Agreement or the transactions contemplated herebycase may be, shall not exceed the value of the Sale Shares (as measured at the time such claim is made). For the avoidance of doubt, Seller may in its sole and absolute discretion satisfy the amount of Purchase Price actually received by Sellerany such claim pursuant to the forfeiture and cancellation of the number of Sale Shares equivalent to the dollar value of such claim. (b) No Payments by an Indemnifying Party will pursuant to Section 8.02(a) or Section 8.03(a) in respect of any Loss shall be entitled limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any such Losses prior to seeking indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VIAgreement. (c) In no event shall any Indemnifying Party be liable to any other Indemnified Party for any punitive, specialincidental, exemplaryconsequential, special or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, including loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement, or incidental diminution of value or any damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Pricebased on any type of multiple. (d) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates Affiliates to take, all take commercially reasonable steps to mitigate any Loss subject to Sections 8.02(a) or 8.03(a), as the case may be, upon becoming aware of any event or circumstance that which would reasonably 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementLoss. (e) Provided, however that none No party hereto shall be liable for any Losses based upon or arising out of any inaccuracy in or breach of any of the limitations set forth representations or warranties of the other party contained in this Section 5.05 shall apply with respect Agreement if such party had knowledge of such inaccuracy or breach prior to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationthe Closing.

Certain Limitations. (a) The aggregate amount No Investor Indemnified Party may recover in respect of any claim for which either Seller or Buyer shall be liable indemnification made pursuant to Section 5.02 or 10.2(a) unless and until the aggregate amount of Losses that may be claimed pursuant to Section 5.03, as applicable10.2(a) exceed $8,726,722.50 (the “Deductible”), and once the Deductible has been reached, the Investor Indemnified Parties may make claims for indemnification for all Losses in excess of the Deductible. No Vantage Indemnified Party may recover in respect of any other dispute regarding this Agreement or claim for indemnification made pursuant to Section 10.3(a) unless and until the transactions contemplated hereby, shall not aggregate amount of Losses that may be claimed pursuant to Section 10.3(a) exceed the amount Deductible, and once the Deductible has been reached, the Vantage Indemnified Parties may make claims for indemnification for all Losses in excess of Purchase Price actually received by Sellerthe Deductible. Notwithstanding the foregoing, the Deductible will not apply to Losses arising out of or resulting from any inaccuracy in or breach of the Fundamental Representations, or with respect to any claims relating to any fraud. (b) No Any Losses recoverable hereunder by an Investor Indemnified Party will be reduced in amount by (i) any insurance proceeds (including under or from the R&W Policy) or (ii) any indemnification amounts paid by third parties under any agreement with such third party, in each case, in respect of such Losses and actually obtained by any Investor Indemnified Party in connection with such Losses (in all such cases net of fees, expenses, increases in insurance premiums or any other costs incurred by any Investor Indemnified Party in order to obtain any such proceeds (to the extent not covered by such proceeds)), except that, for the avoidance of doubt, insurance proceeds actually obtained by any Investor Indemnified Party under the R&W Policy will not be reduced by the insurance premium paid as part of the R&W Policy Costs pursuant to Section 7.4), and the Investors will (A) use commercially reasonable efforts to obtain such proceeds (other than with respect to claims pursuant to Section 10.2(h)(i)) and (B) to the extent any such proceeds are actually obtained by any Investor Indemnified Party (and other than the insurance premium paid as part of the R&W Policy Costs pursuant to Section 7.4, net of fees, expenses, increases in insurance premiums or any other costs incurred by any Investor Indemnified Party in order to realize any such proceeds to the extent not explicitly covered by such insurance proceeds) after such Losses are recovered from the Retained Owners pursuant to this Article X, promptly repay the amount of such Losses, not to exceed the amount of such proceeds net of fees, expenses, increases in insurance premiums or any other costs incurred by any Investor Indemnified Party in order to realize any such proceeds and, in the case of insurance proceeds, not explicitly covered by such insurance (except that, in the case of the insurance premium paid as part of the R&W Policy Costs pursuant to Section 7.4, without such adjustment) to the Retained Owners. Other than with respect to claims pursuant to Section 10.2(h)(i), the Investors will use commercially reasonable efforts to recover any Losses under the R&W Policy (which Losses are recoverable under the R&W Policy) prior to seeking indemnity from the Retained Owners, in each case, pursuant to the terms of this Agreement (including appealing any denial of coverage with respect to a matter covered by the terms of the R&W Policy and, if applicable, the commencement of any Proceeding against the insurer under the R&W Policy) it being understood and agreed that (1) the Investors will be entitled to indemnification under Section 5.02 seek indemnity from the Retained Owners concurrently with appealing any such denial of coverage (it being understood that any and all fees, costs and other expenses incurred by the Investors appealing or Section 5.03, as applicable, for litigating any such denial of coverage will constitute indemnifiable Losses hereunder to the extent it is determined that the Losses underlying such claim are indemnifiable hereunder) and (2) with respect to Losses not covered pursuant to the terms of the R&W Policy, the Investors will be entitled to seek indemnity from the Retained Owners without seeking recourse from the R&W Policy. Without limiting the foregoing, each Investor agrees that, in using its commercially reasonable efforts to recover Losses under the R&W Policy, it will, to the extent commercially reasonable to do so, attempt to recover under the R&W Policy all Losses that could be characterized as a breach of the representations and warranties set forth in Article IV regardless of whether such Losses could also be recoverable from the Retained Owners pursuant to this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI.X. (c) In no event shall any Party Losses will be liable to determined without duplication of any other Party Loss for which an indemnification claim has been made or could be made under any punitiverepresentation, specialwarranty, exemplary, covenant or speculative damages, related to agreement. The Investor Indemnified Parties and the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right Vantage Indemnified Parties will not be entitled to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability more than once for the lost profit, income or revenue shall not exceed same Loss (including through the Purchase Pricedetermination of the Final Closing Consideration). (d) Each Party Notwithstanding anything to the contrary set forth herein, but subject to Section 10.5(j), the maximum amount of indemnifiable Losses that the Retained Owners shall be liable for after the Closing, or that may be recovered by the Investor Indemnified Parties from the Retained Owners, in the aggregate pursuant to Section 10.2(a) after the Closing shall be limited to $8,726,722.50, and the Investor Indemnified Parties shall only be entitled to indemnification hereunder (each, an “Indemnified Party”) shall takerecover such amount from the Indemnity Escrow Amount in accordance with the terms of the Escrow Agreement, and cause its affiliates once the Indemnity Escrow Amount is depleted the Investor Indemnified Parties shall have no further right to take, all reasonable steps recover from the Retained Owners for any indemnifiable Losses pursuant 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000Section 10.2(a); provided, however, that the foregoing shall not apply to Losses arising out of or resulting from any inaccuracy in or breach of the Fundamental Representations; provided, further, to the extent any portion (the “Indemnifiable Portion”) of the Indemnity Escrow Amount is depleted in connection with an indemnification claim pursuant to (i) no Section 10.2(a) and arising out of or resulting from any inaccuracy in or breach of the Fundamental Representations or (ii) Sections 10.2(b)-10.2(g), then the Investor Indemnified Party shall: Parties shall be entitled to recover from the Retained Owners for any indemnifiable Losses arising out of or resulting from any inaccuracy in or breach of any representation or warranty other than Fundamental Representations, up to the amount of the Indemnifiable Portion, in the manner described in Section 10.5(g). For the avoidance of doubt, nothing in this Section 10.5(d) applies to indemnification obligations pursuant to Section 10.2(h), which is addressed in Section 10.5(g)(ii). Notwithstanding anything herein to the contrary, (1i) be required to take any action to mitigate any Losses incurred or suffered that are DC REIT Indemnified Taxes and any Losses pursuant to Section 10.2(h) (such Losses, collectively, the extent based upon“Aviator Investor Indemnifiable Losses”), arising out ofin each case, that are recovered from the Indemnity Escrow Funds, shall only be recovered from the then-remaining Aviator Investor Indemnity Escrow Amount (and not from the Other Indemnity Escrow Amount) (but the foregoing shall not limit the right of the Investor Indemnified Parties to otherwise recover any such Losses from Aviator Investor under this Agreement), (ii) with respect to or by reason of fraud prior any Losses (other than Aviator Investor Indemnifiable Losses) recovered hereunder from the Indemnity Escrow Funds, such Losses shall first be recovered from the Other Indemnity Escrow Amount, and after the Other Indemnity Escrow Amount is fully depleted, such Losses shall thereafter be recovered from the Aviator Investor Indemnity Escrow Amount, and (iii) only Aviator Investor shall be liable for any Indemnifiable Portion attributable to any Aviator Investor Indemnifiable Losses previously recovered from the Aviator Investor Indemnity Escrow Amount, and otherwise recoverable pursuant to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact last proviso of the business first sentence of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementSection 10.5(d). (e) ProvidedAfter the Closing, however that none the first $1,000,000 of Losses recoverable hereunder by an Investor Indemnified Party under Section 10.2(a) arising out of or resulting from any inaccuracy in or breach of the Fundamental Representations and Sections 10.2(b)-10.2(g) will be recovered first from the Indemnity Escrow Funds, until the Indemnity Escrow Funds have been distributed to the Retained Owners in accordance with the Escrow Agreement and Section 10.13 or have been exhausted, and thereafter the Investor Indemnified Parties shall be entitled to recover from the Retained Owners for any remaining portion of such Losses in the manner described in Section 10.5(g) (it being understood and acknowledged that for any such Losses in excess in of $1,000,000, the Investor Indemnified Parties shall be entitled to recover from the Retained Owners in the manner described in Section 10.5(g)). (f) Subject to the requirement set forth in Section 10.5(e), after the Closing any Losses recoverable hereunder by an Investor Indemnified Party under Section 10.2(a) arising out of or resulting from any inaccuracy in or breach of the Fundamental Representations and Sections 10.2(b)-10.2(g) will be recovered, at the sole election of the Investor Indemnified Party, from the Indemnity Escrow Funds, until such amounts have been distributed to the Retained Owners in accordance with the Escrow Agreement and Section 10.13 or have been exhausted, and/or in the manner described in Section 10.5(g). (i) Notwithstanding anything to the contrary set out herein, but subject to Section 10.5(j), the maximum amount of indemnifiable Losses that the Retained Owners shall be liable for after the Closing, or that may be recovered by the Investor Indemnified Parties from the Retained Owners, in the aggregate, pursuant to this Agreement after the Closing shall be limited to the Indemnity Escrow Funds and an amount recoverable as described below not to exceed $30,000,000.00 in the aggregate, and subject to the terms set forth in this Section 10.5 (excluding indemnification pursuant to Section 10.2(h), to which Section 10.5(g)(ii) shall apply). In the event of any outstanding Losses recoverable by an Investor Indemnified Party from the Retained Owners (or in the case of DC REIT Indemnified Taxes, solely from Aviator Investor) as contemplated in Sections 10.5(d), (e) and (f), the Investor Indemnified Party shall, to the extent not satisfied in cash by the Retained Owners or solely by Aviator Investor, as applicable (whether by way of distributions of Indemnity Escrow Funds in accordance with, and to the extent permitted by, the terms hereof and the Escrow Agreement, or directly), be entitled to receive, and shall receive, for (A) any Losses recoverable by the Investor Indemnified Parties under Sections 10.2(b), (c), (d) (other than DC REIT Indemnified Taxes) (e), (f) and (g), all distributions made by the applicable YieldCo or YieldCos in respect of any Equity Securities of any YieldCo or YieldCos held by any of the Retained Owners or any transferee thereof and (B) DC REIT Indemnified Taxes, all distributions made by YieldCo 1 in respect of any Equity Securities of YieldCo 1 held by Aviator Investor. For clarity, DC REIT Indemnified Taxes recoverable by the Investor Indemnified Parties under Section 10.2(d) shall be recoverable solely against Aviator Investor. (ii) Any Losses recoverable by the Investor Indemnified Parties under Section 10.2(h) shall be recoverable solely against Aviator Investor. To the extent not satisfied in cash by Aviator Investor, the Investor Indemnified Parties shall be entitled to receive, and shall receive, to the extent of such Losses, all distributions made by YieldCo 1 in respect of any Equity Securities of YieldCo 1 held by Aviator Investor. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the recourse set forth in this Section 10.5(g)(ii) constitutes the Investors’ sole recourse with respect to indemnification pursuant to Section 10.2(h). (iii) For the avoidance of doubt, Aviator Investor shall be solely liable for any Losses attributable to DC REIT Indemnified Taxes and no other Retained Owner shall have any liability with respect to DC REIT Indemnified Taxes. (h) As solely among the Investors, each Investor agrees that upon any receipt of any payment with respect to any indemnification claim under this Article X, such Investor, if applicable, shall further transmit such payment, or the applicable portion thereof, to the other Investors (or other applicable Investor Indemnified Party) to the extent the Losses resulting from or arising out of such indemnification claim were imposed upon, suffered or incurred by such other Person. (i) The maximum amount of indemnifiable Losses that the Investors shall be liable for after the Closing, or that may be recovered by the Vantage Indemnified Parties from the Investors, in the aggregate pursuant to this Agreement after the Closing shall be limited to $30,000,000.00. The maximum amount of indemnifiable Losses that the Investors shall be liable for, or that may be recovered by the Vantage Indemnified Parties from the Investors, in the aggregate pursuant to Section 10.3(a) shall be limited to $8,726,722.50; provided, however, the foregoing shall not apply to Losses arising out of or resulting from any inaccuracy in or breach of the Fundamental Representations. (j) No limitations set forth in this Article X, including this Section 5.05 shall 10.5, will apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationclaims relating to any fraud.

Certain Limitations. The Party making a claim under this Section 10.3 is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Section 10.3 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 10.1 and Section 10.2 shall be subject to the following limitations: (a) The Sellers shall not be liable to the Buyer Indemnified Parties for indemnification under Section 10.1(a) with respect to breaches of representations and warranties (other than Fundamental Seller Representations) until the aggregate amount for of all Losses that would be payable pursuant to such claim exceeds Four Million Six Hundred Twenty-Five Thousand Dollars ($4,625,000) (the “Deductible”), in which either Seller or Buyer event Sellers shall be required to pay or be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Sellerfor Losses in excess thereof. (b) No Party will After the Closing, the Buyer Indemnified Parties’ sole and exclusive remedy for, and sole and exclusive source of funds for payment of, any Losses (whether such Losses result from a claim framed in tort, contract or otherwise) arising out of or in connection with this Agreement, any of the Transaction Documents, or the transactions contemplated hereby and thereby shall be (i) a claim for indemnification against the Post-Closing Escrow Amount for which the Buyer Indemnified Parties are entitled to indemnification from Sellers, the Company, or the Stockholder Representative pursuant to this ARTICLE 10, which shall constitute a cap on the maximum total liability of Sellers, the Company, or the Stockholder Representative with respect to the transactions contemplated by this Agreement (except with respect to the matters specified in item (ii) of this sentence), and (ii) a claim for indemnification pursuant to this ARTICLE 10, which shall not exceed the Purchase Price with respect to the matters set forth in Section 10.1(f). In connection with the release of any portion of the Post-Closing Escrow Amount pursuant to this Agreement, the Stockholder Representative and Buyer shall promptly execute and deliver to the Escrow Agent in accordance with the Escrow Agreement written instructions instructing the Escrow Agent to make the payments set forth in this Section 10.3(b) and Section 1.5 above. Notwithstanding any other provision of this Agreement to the contrary, the Sellers will have no obligation to indemnify any Buyer Indemnified Party from and against any Losses (i) for Taxes of any Person for any taxable period (or portion thereof) beginning after the Closing Date (or any other Losses directly related to any such Taxes), except to the extent such Taxes constitute Indemnified Divestiture Taxes, result from a breach of Sections 3.7(f), 3.7(g), 3.7(l) or 3.7(m) or are Taxes with respect to advance payments, deferred revenue or other prepaid amounts as set forth in clause (a) of Indemnified Taxes or are penalties or interest with respect to Taxes for a Tax period of portion thereof ending on or before the Closing Date, (ii) included in the Divestiture Tax Adjustment or Net Working Capital (each as finally determined), or (iii) that are attributable to (A) any transaction outside the ordinary course of business entered into by Buyer or the Company on the Closing Date after the Closing, (B) any financing or refinancing arrangements entered into at any time by or at the direction of the Buyer or any liability for Taxes resulting from an election under Section 5.02 338 or Section 5.03336 of the Code (or any similar provision of state, as applicablelocal, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject non-U.S. Law) with respect to the provisions Transaction or (C) the unavailability in any Taxable period (or portion hereof) beginning after the Closing Date of this Article VIany net operating losses, capital losses, Tax carryforwards, or Tax credits. (c) In no event Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Loss shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related limited to the breachamount of any liability or damage that remains after deducting therefrom any insurance proceeds (if applicable) and any indemnity, contribution or alleged breach, other similar payment received by the Indemnified Party in respect of this Agreement any such claim (netted against costs or expenses incurred by the Indemnified Party in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreementsuch recovery). Notwithstanding the foregoing, each The Indemnified Party shall have the right use its commercially reasonable efforts to recover all under any such insurance policies, for any Losses; provided, however no Indemnified Party shall be required to commence or engage in litigation or initiate any other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase PriceAction against any insurance carrier. (d) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates 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 mitigate the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementLoss. (e) ProvidedThe amount of any indemnity provided under this ARTICLE 10, however that none other than indemnity with respect to claims which are not subjected to the Deductible, shall be reduced (but not below zero) by the amount of any actual net reduction in cash payments for Taxes (calculated on a with and without basis) recognized by the Indemnified Parties as a result of the limitations Losses giving rise to such indemnity claim to the extent such reduction is recognized prior to or in the same year as such Losses are paid or incurred. (f) Notwithstanding anything to the contrary in this Agreement, the Sellers shall not have any liability for any otherwise indemnifiable Loss to the extent that the matter giving rise to such Loss had been reserved for in the Closing Statement or the Buyer Indemnified Parties have been otherwise compensated through an adjustment to the Estimated Purchase Price pursuant to Section 1.4. (g) For the purposes of determining the amount of any Losses suffered by any Buyer Indemnified Parties, the representations, warranties and covenants of Sellers and the Company set forth in this Section 5.05 Agreement shall apply with respect be considered without regard to any Losses arising frommateriality or Material Adverse Effect qualification therein. (h) Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement for any punitive or exemplary damages, any consequential, special or indirect damages, and any damages for loss of future profits, revenue or income, damages based on any multiple of revenue or income, loss from diminution in value, or loss of business reputation or opportunity except, in connection with or related toeach case, to the extent such damages are actually awarded to a breach that constitutes fraud or intentional misrepresentationthird Person.

Certain Limitations. (a) Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall be entitled to receive any amount in respect of any indemnification claims under Section 8.02(a), or Section 8.03(a), as the case may be, unless and until the aggregate of all Losses incurred or suffered by such Indemnified Party exceeds Fifty Thousand and No/100 Dollars ($50,000.00) (the “Basket”), in which event the Indemnified Party shall be entitled to recover for all Losses from the first dollar of such Loss. The aggregate amount of all Losses for which either Seller or Buyer an Indemnifying Party shall be liable pursuant to Section 5.02 8.02(a) or Section 5.038.03(a), as applicable, and any other dispute regarding this Agreement or the transactions contemplated herebycase may be, shall not exceed Four Million and No/100 Dollars ($4,000,000) (the “Cap”), provided, however, that notwithstanding the foregoing, neither the Basket nor the Cap shall be applied to any claim or recovery of such Losses related to any violation of, non-fulfillment of, non-compliance with, or any breach of, any representation or warranty contained in the Fundamental Representations, or any claim arising from intentional and actual fraud or criminal activity on the part of a party hereto in connection with the transactions contemplated by this Agreement. For purposes of determining the amount of Purchase Price actually received Losses pursuant to this Article VIII, the representations and warranties of any party shall not be deemed qualified by Sellerany references to materiality or to Material Adverse Effect. (b) No Payments by an Indemnifying Party will pursuant to this Article in respect of any Losses shall be entitled limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks. The Indemnified Party shall use all commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under Section 5.02 this Agreement. For purposes of the foregoing sentence, “commercially reasonable efforts” shall not include the filing of any lawsuit, arbitration, or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VIother similar action. (c) In no event shall any Indemnifying Party be liable to any other Indemnified Party for any punitive, specialincidental, exemplaryconsequential, special or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, including loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement, or incidental diminution of value or any damages except the Seller and [*****] liability based on any type of multiple (whether used for the lost profit, income or revenue shall not exceed calculating the Purchase PricePrice or otherwise). (d) Each Party entitled Prior to indemnification hereunder seeking recovery against Seller or any Principal Stockholder for any Losses under Section 8.02, Buyers shall make such claim against the R&W Insurance Policy; if such claim is not paid in full by the R&W Insurance Policy for any reason (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware including because of any event retention, exclusion 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 policy limit applicable to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000R&W Insurance Policy); provided, howeverthen Buyers may seek recovery for such remaining Losses against the Escrow Amount, that (i) no Indemnified Party shall: (1) be required subject to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 Article VIII, then if such claim is still not paid in full by the R&W Insurance Policy and/or the Escrow Amount, Buyer shall apply with respect have the right to any Losses arising frommake such claim against the Principal Stockholders and the Seller, subject to the limitations set forth in connection with or related to, a breach that constitutes fraud or intentional misrepresentationthis Article VIII.

Certain Limitations. (a) The aggregate amount for which either Seller It is the explicit intent and understanding of each of the Parties that no Party nor any of its Affiliates or Buyer shall be liable pursuant to Section 5.02 Representatives is making any representation or Section 5.03warranty whatsoever, as applicableoral or written, express or implied, other than those set forth in Articles 3 and 4, and no Party is relying on any statement, representation or warranty, oral or written, express or implied, made by the other dispute regarding this Agreement Party or the transactions contemplated herebysuch other Party’s Affiliates or Representatives (including with respect to any estimates, shall not exceed the amount of Purchase Price actually received by Seller. (bprojections, forecasts, budgets or other forward-looking information delivered or made available to Buyer or its Representatives) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full except for the accumulated indemnifiable Losses subject representations and warranties set forth in such Articles. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (IMPLIED OR OTHERWISE), AT EQUITY, COMMON LAW, BY STATUTE OR OTHERWISE, AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE GROUP COMPANIES AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT BUYER TAKES THE ASSETS, PLANTS, INVENTORIES, AGREEMENTS, PROCEEDINGS OR EQUIPMENTS OF THE GROUP COMPANIES “AS IS” AND “WHERE IS”. The Parties agree that this is an arm’s-length transaction in which the Parties’ undertakings and obligations are limited to the provisions performance of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with their obligations under this Agreement. Notwithstanding Buyer acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the foregoingGroup Companies and that it has only a contractual relationship with Seller, each Party shall based solely on the terms of this Agreement, and that there is no special relationship of trust or reliance between Buyer and Seller. The documents that have been made available to Buyer or its Representatives in the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue Data Room or income, diminution in value, loss of business reputationby e-mail, or incidental damages except the Seller delivered to Buyer’s legal counsel on one or more CD-ROMs or other flash drives by 7:00 p.m. (New York time) on August 16, 2018, shall be deemed disclosed and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party delivered pursuant to this Agreement. (e) Provided, however that none of the limitations set forth . Nothing in this Section 5.05 11.4 shall apply with respect be deemed to any Losses arising from, in connection with or related to, constitute a breach that constitutes fraud or intentional misrepresentationwaiver of fraud.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The aggregate amount of Losses for which either the Buyer Indemnified Parties or Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03Indemnified Parties, as applicable, and any other dispute regarding shall be entitled to indemnification pursuant to this Agreement or the transactions contemplated hereby, Article VIII shall not exceed $100,000 (the amount “Indemnification Cap”), other than with respect to the following: claims based on Fraud, criminal activity or willful misconduct of Purchase Price actually received by SellerSeller (the claims described in clauses (i), (ii), and (iii), the “Seller Special Indemnification Matters”) and claims based on Fraud, criminal activity or willful misconduct of Buyer (the claims described in clauses (i), (ii) and (iii), the “Buyer Special Indemnification Matters”). (b) No Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 8.02 unless and until the aggregate amount of Losses in respect of indemnification under Section 8.02 exceed $50,000 (the “Threshold”) (provided that any individual or series of related Losses which do not exceed $50,000 (“De-Minimis Losses”) shall not be counted towards the Threshold), at which time the Buyer Indemnified Party will shall be indemnified for the amount of Losses in excess of the Threshold up to the Cap, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that such Losses to be paid solely from return of shares of stock held by Seller in Buyer; provided, further, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Buyer Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from the indemnification obligation with respect to Seller Special Indemnification Matters. Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI 8.03 unless and until the indemnifiable aggregate amount of Losses have an aggregated cumulative amount which equals or in respect of indemnification under Section 8.03 exceeds $100,000the Threshold (provided that De-Minimis Losses shall not be counted towards the Threshold), after at which time such indemnifying the Seller Indemnified Party shall be liable in full indemnified for the accumulated indemnifiable amount of Losses subject in excess of the Threshold, including, for the avoidance of doubt, De-Minimis Losses; provided, however, that the Threshold and the exclusion of De-Minimis Losses shall not be applicable with respect to, and each Seller Indemnified Party shall be entitled to be indemnified for, all Losses arising out of or resulting from the provisions of this Article VIindemnification obligation with respect to Buyer Special Indemnification Matters. (c) In Payments by the Indemnifying Party (as defined in Section 8.05) pursuant to Article VIII in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (as defined in Section 8.05) in respect of any such claim. (d) Notwithstanding the foregoing, in no event shall any the Indemnifying Party be liable to any other the Indemnified Party for any punitive, specialincidental, exemplaryconsequential, special or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, including loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement, or incidental any damages based on any type of multiple except to the Seller extent adjudicated and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Priceowed to a third party with respect to a Third Party Claim. (de) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates Affiliates to take, all reasonable steps to mitigate any Loss Loss, including by pursuing insurance claims and claims against third parties, and shall reasonably consult and cooperate with the Indemnifying Party with a view toward mitigating Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementLosses. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer No party shall be liable pursuant obligated to Section 5.02 indemnify and hold harmless a Seller Indemnitee or Section 5.03Purchaser Indemnitee, as applicable, and no party shall have any liability under Section 8.01(a) in the case of Seller or Section 8.02(a) in the case of Purchasers (in each case, other dispute regarding this Agreement than in respect of Losses arising as a result of the inaccuracy or breach of any Fundamental Representation) with respect to any claim (or series of related claims arising from substantially the transactions contemplated herebysame underlying facts, events or circumstances) unless such claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) involves Losses in excess of $150,000 (nor shall any such claim or series of related claims that does not exceed meet the $150,000 threshold be applied to, or considered for purposes of calculating, the aggregate amount of Purchase Price actually received by Sellerthe Losses for which the indemnifying party has responsibility under subsection (b) below). (b) No Party will Seller shall not be entitled obligated to indemnification indemnify and hold harmless a Carlyle Buyer Indemnitee, and Seller shall not have any liability to any Carlyle Buyer Indemnitee under Section 5.02 8.01(a) (in each case, other than in respect of Losses arising as a result of the inaccuracy or Section 5.03, as applicable, for breach of any indemnifiable Losses under this Article VI Fundamental Representation) unless and until the indemnifiable aggregate of all Losses have suffered or incurred by the Carlyle Buyer Indemnitees under Section 8.01(a) exceeds on a cumulative basis an aggregated cumulative amount equal to $14,675,040 (the “Carlyle Buyer Deductible”), at which equals or exceeds $100,000, after which time such indemnifying Party point Seller shall be liable in full to the Carlyle Buyer Indemnitee for the accumulated indemnifiable Losses value of such Person’s claims under such Section 8.01(a) that is in excess of the Carlyle Buyer Deductible, subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this ARTICLE VIII; provided, that if the Carlyle Buyer Purchase Price is modified pursuant to Section 5.05 1.01(a), the Carlyle Buyer Deductible shall apply be reduced proportionately. (c) Seller shall not be obligated to indemnify and hold harmless a T&D Indemnitee, and Seller shall not have any liability to any T&D Indemnitee under Section 8.01(a) (in each case, other than in respect of Losses arising as a result of the inaccuracy or breach of any Fundamental Representation) unless and until the aggregate of all Losses suffered or incurred by the T&D Indemnitees under Section 8.01(a) exceeds on a cumulative basis an amount equal to $7,110,000 (the “T&D Deductible”), at which point Seller shall be liable to the T&D Indemnitee for the value of such Person’s claims under such Section 8.01(a) that is in excess of the T&D Deductible, subject to the limitations set forth in this ARTICLE VIII. (d) Carlyle Buyer shall not be obligated to indemnify and hold harmless a Seller Indemnitee, and Carlyle Buyer shall not have any liability to any Seller Indemnitee under Section 8.02(a) (in each case, other than in respect of Losses arising as a result of the inaccuracy or breach of any of Carlyle Buyer’s Fundamental Representations) unless and until the aggregate of all Losses suffered or incurred by the Seller Indemnitees under Section 8.02(a) exceeds on a cumulative basis an amount equal to $14,675,040 (the “Seller Deductible for Carlyle Buyer”), at which point Carlyle Buyer shall be liable to the Seller Indemnitee for the value of such Person’s claims under such Section 8.02(a) that is in excess of the Seller Deductible for Carlyle Buyer, subject to the limitations set forth in this ARTICLE VIII; provided, that if the Carlyle Buyer Purchase Price is modified pursuant to Section 1.01(a), the Seller Deductible for Carlyle Buyer shall be reduced proportionately. T&D shall not be obligated to indemnify and hold harmless a Seller Indemnitee, and T&D shall not have any liability to any Seller Indemnitee under Section 8.02(a) (in each case, other than in respect of Losses arising as a result of the inaccuracy or breach of any of T&D’s Fundamental Representations) unless and until the aggregate of all Losses suffered or incurred by the Seller Indemnitees under Section 8.02(a) exceeds on a cumulative basis an amount equal to $7,110,000 (the “Seller Deductible for T&D”), at which point T&D shall be liable to the Seller Indemnitee for the value of such Person’s claims under such Section 8.02(a) that is in excess of the Seller Deductible for T&D, subject to the limitations set forth in this ARTICLE VIII. (e) The cumulative aggregate liability of: (i) Seller under Section 8.01(a) for claims of the Carlyle Buyer Indemnitees shall in no event exceed (A) an amount equal to $96,855,264 (other than in respect of Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation); provided, that if the Carlyle Buyer Purchase Price is modified pursuant to Section 1.01(a), such amount shall be reduced proportionately and (B) an amount equal to the Carlyle Buyer Purchase Price in respect of Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation; (ii) Seller under Section 8.01(a) for claims of the T&D Indemnitees shall in no event exceed (A) an amount equal to $46,926,000 (other than in respect of Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation) and (B) an amount equal to the T&D Purchase Price in respect of Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation; (iii) Carlyle Buyer under Section 8.02(a) for claims of the Seller Indemnitees shall in no event exceed (A) an amount equal to $96,855,264 (other than in respect of Losses arising out of or relating to the inaccuracy or breach of any of Carlyle Buyer’s Fundamental Representations); provided, that if the Carlyle Buyer Purchase Price is modified pursuant to Section 1.01(a), such amount shall be reduced proportionately and (B) an amount equal to the Carlyle Buyer Purchase Price in respect of Losses arising out of or relating to the inaccuracy or breach of any of Carlyle Buyer’s Fundamental Representation; and (iv) T&D under Section 8.02(a) for claims of the Seller Indemnitees shall in no event exceed (A) an amount equal to $46,926,000 (other than in respect of Losses arising out of or relating to the inaccuracy or breach of any of T&D’s Fundamental Representations) and (B) an amount equal to the T&D Purchase Price in respect of Losses arising out of or relating to the inaccuracy or breach of any of T&D’s Fundamental Representation. (f) To the extent that a Purchaser Indemnitee suffers an indirect Loss that is indemnifiable under Section 8.01(a) as a result of a Loss suffered by the Company or a Company Subsidiary, Seller may, at its option, satisfy its indemnification obligation under Section 8.01(a) by a contribution (for no Units or other consideration) to the Company in an amount equal to the amount of the Loss suffered by the Company or a Company Subsidiary (or portion thereof) that has given rise to the Purchaser Indemnitee’s rights to indemnification under Section 8.01(a), taking into account the limitations under Section 8.03(e); provided that, subject to the limitations set forth in this Article VIII, Seller shall be required to indemnify such Purchaser Indemnitee directly for any portion of such Loss that is not contributed directly to the Company (a “Directly Paid Loss”); provided further that, the aggregate cumulative amount so contributed with respect to any such Loss shall in no event exceed $187,704,000, less (a) the sum of any Directly Paid Loss plus any amount of previously indemnified Losses hereunder divided by (b) the sum of the Carlyle Buyer Acquired Portion and the T&D Acquired Portion. With respect to any Loss paid to the Company pursuant to this Section 8.03(f), only a percentage of such amount so contributed equal to the Carlyle Buyer Acquired Portion (in the case of Carlyle Buyer) and the T&D Acquired Portion (in the case of T&D) shall be taken into account for the purposes of applying the limitations on indemnification by Seller set forth in Section 8.03(b), Section 8.03(c) and Section 8.03(e); provided, that the deductible applicable to any such amount so contributed shall be equal to the Carlyle Buyer Deductible (in the case of Carlyle Buyer) and the T&D Deductible (in the case of T&D). (g) Except as otherwise specifically provided in Section 10.10, and except in the case of actual fraud or willful breach by the other parties (T&D and Carlyle Buyer being deemed a single party for purposes of the foregoing exception) or their Affiliates, each party acknowledges that its sole and exclusive remedy for any breach or inaccuracy of any representation, warranty, covenant or agreement contained in this Agreement or any instrument or certificate delivered with respect thereto shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII. In furtherance of the foregoing, and except in the case of actual fraud or willful breach by the other parties (T&D and Carlyle Buyer being deemed a single party for purposes of the foregoing exception) or their Affiliates, each party hereby waives, from and after the Closing Date, to the fullest extent permitted under Law, any and all other rights, claims and causes of action for damages it may have against the other parties hereto arising fromout of this Agreement and any certificate delivered pursuant hereto (except pursuant to the indemnification provisions set forth in Section 8.01). The parties acknowledge that, prior to the Closing, and except in the case of actual fraud or willful breach by the other parties (T&D and Carlyle Buyer being deemed a single party for purposes of the foregoing exception) or their Affiliates, their sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Acquisition, the Company and the Company Subsidiaries and their assets and liabilities shall be, in connection the event that any of the conditions set forth in ARTICLE VI have not been satisfied or waived, refusal to consummate the Acquisition and termination of this Agreement pursuant to ARTICLE VII (except as otherwise set forth in ARTICLE VII). Nothing in this Section 8.03(g) shall (i) limit a party’s right to seek a remedy on account of actual fraud in respect of any of the representations and warranties expressly set forth in this Agreement or any other Transaction Agreement or (ii) otherwise limit any of the rights, remedies, claims and causes of action that any party may have pursuant to the terms of any other Transaction Agreement in effect following the Closing. (h) Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnitee shall be entitled to indemnification pursuant to this ARTICLE VIII to the extent (i) the Losses in respect of the matter in question do not exceed the amount of the reserves specifically established with or related torespect to such matter that are reflected on the Financial Statements and (ii) Seller has provided each Purchaser with materials that reasonably demonstrate that such reserves (including the amount thereof) were in fact specifically established on the Financial Statements for such matter; provided that, for the avoidance of doubt, subject to the limitations set forth in this Article VIII, a Purchaser Indemnitee shall be entitled to indemnification for any Losses in excess of the amount of the reserves specifically established with respect to such matter that are reflected on the Financial Statements. (i) The parties acknowledge and agree that neither Section 3.08 nor Section 3.15 of this Agreement is intended to supplant the allocation of liability with respect to Extra-Contractual Obligations as provided by the P&C Reinsurance Agreements, and no Purchaser Indemnitee shall be entitled to pursue any indemnification claims pursuant to this ARTICLE VIII for a breach that constitutes fraud of Section 3.08 or intentional misrepresentationSection 3.15 with respect to any Extra-Contractual Obligations arising under the P&C Reinsurance Agreements. (j) Seller shall have no liability under Section 8.01(a) for a breach of the representations and warranties in Section 3.17(a) and Section 3.17(b) with respect to Taxes for any period following the Closing Date. (k) Except in the event of T&D’s tortious interference with contract or T&D otherwise causes such breach, act or omission, in no event shall (i) T&D have any Liability to Seller arising out of any breach or other act or omission of Carlyle Buyer or any of its Affiliates or (ii) any indemnification recovery by a T&D Indemnitee be reduced as a result of any breach or other act or omission of Carlyle Buyer or any of its Affiliates. Except in the event of Carlyle Buyer’s tortious interference with contract or Carlyle Buyer otherwise causes such breach, act or omission, in no event shall (A) Carlyle Buyer have any Liability to Seller arising out of any breach or other act or omission of T&D or any of its Affiliates or (B) any indemnification recovery by a Carlyle Buyer Indemnitee be reduced as a result of any breach or other act or omission of T&D or any of its Affiliates.

Certain Limitations. Notwithstanding anything in this Agreement to the contrary, (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, All representations and warranties made by any other dispute regarding party in this Agreement or in documents and instruments delivered pursuant hereto shall survive the transactions contemplated herebyClosing, but all claims made by virtue of such representations and warranties shall not exceed be made under, and subject to the amount limitations set forth in this Article XII. Neither party shall indemnify or otherwise be liable to any other party with respect to any claim for any breach of Purchase Price actually received by Sellera representation or warranty, unless notice of the claim is given within one year after the Closing Date. (b) No Party will be entitled The right of each party to indemnification under Section 5.02 or Section 5.03, as applicable, this Article XII shall be such party’s exclusive remedy after Closing for any indemnifiable Losses under this Article VI until suffered or incurred by such party by reason of the indemnifiable Losses have an aggregated cumulative amount which equals other party’s breach of any representation or exceeds $100,000, after which time such indemnifying Party shall be liable warranty contained in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated herebycertificate, except (i) if paid or payable to a third partydocument, or (ii) instrument delivered to such party under this Agreement or the other party’s breach of any covenant or agreement contained in connection with this Agreement or in any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoingcertificate, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputationdocument, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 instrument delivered to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000)party under the Agreement; provided, however, that Allscripts shall have the right to suspend payments under Section 3.4 in connection with any Loss and to pursue such other remedies described in Article XIII. Notwithstanding any provision hereof to the contrary, RxCentric’s liability for Losses shall be limited in the aggregate to an amount equal to the Purchase Price, except that, if (i) no Indemnified Party shall: (1) be required to take any action to mitigate any notice of a claim for Losses incurred or suffered to is given by Allscripts within six months of the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; Closing Date and (ii) RxCentric has dissolved and given notice to potential claimants in accordance with Section 280 of the failure Delaware General Corporation Law (such notices to specify that a claim must be received from potential claimants by the six month anniversary of an Indemnified Party the Closing Date), thereafter RxCentric’s liability for Losses shall be limited in the aggregate to use such efforts to mitigate $500,000. No claim, demand, suit or cause of action shall not constitute a defense be brought against RxCentric under this Article XII unless and until the aggregate amount of Losses exceeds $100,000 (at which point RxCentric shall become liable for the total aggregate Losses (subject to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementabove limitations), and not just amounts in excess of $100,000). (ec) Provided, however that none RxCentric shall not distribute or otherwise transfer $500,000 of the limitations set forth in this Section 5.05 shall apply with respect Purchase Price to any person or entity prior to the first anniversary date of the Closing Date. If RxCentric shall dissolve prior to the first anniversary date of the Closing Date, RxCentric shall arrange for the escrow of $500,000 of the Purchase Price for a period commencing on the date of dissolution and ending on the first anniversary date of the Closing Date. Such escrow shall be established and administered pursuant to an Escrow Agreement that shall be in a form mutually agreed upon by RxCentric and Allscripts and shall provide for, among other things, the release of the escrowed amount to the former stockholders of RxCentric (on a pro rata basis) upon expiration of the escrow period if Allscripts has not given notice of a claim for Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationhereunder.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (i) in respect of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than $10,000 (the “Claim Threshold”), and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(a) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $350,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses in excess of $175,000 (the “Deductible”). The aggregate amount of all Losses for which either Seller shall be liable pursuant to Section 8.02(a) shall not exceed $12,130,000 (the “Cap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (i) in respect of any individual claim or series of claims having the same or substantially similar nature or origin or arising from the same or substantially similar facts and circumstances, where the aggregate amount of Losses relating to such claim or series of claims is less than the Claim Threshold, and such claim or series of claims with Losses relating thereto of less than the Claim Threshold will not be aggregated or counted for purposes of clause (ii) of this Section 8.04(b) and (ii) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Deductible. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, 8.03(a) shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VICap. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution limitations set forth in value, loss of business reputation, or incidental damages except the Seller Section 8.04(a) and [*****] liability for the lost profit, income or revenue Section 8.04(b) shall not exceed the Purchase Price. (d) Each Party entitled apply to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05(a), Section 3.25, Section 4.01, Section 4.02(a), Section 4.03, and Section 4.04, for which, together with all payments made under Section 6.03 and all other Losses payable by such party based upon, arising out of, with respect to the Closing; (2) be required to bring a legal proceeding against or by reason of any person; inaccuracy in, breach of, any such representations, warranties, covenants, agreements or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate obligations under this Agreement shall not constitute a defense exceed one hundred percent (100%) of the Purchase Price in the aggregate. (d) For purposes of this ARTICLE VIII (including for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto), any inaccuracy in or breach of any representation or warranty shall be determined without regard to the Indemnifying Party’s obligations any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to indemnify the Indemnified Party pursuant to this Agreementsuch representation or warranty. (e) ProvidedIn no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, however that none of consequential, special, indirect similar damages, except to the limitations set forth extent, in this Section 5.05 shall apply each case, (i) such damages are actually paid or payable by an Indemnified Party to another Person with respect to any Losses arising from, in connection with a Third-Party Claim or related to, a (ii) such damages (x) naturally and necessarily flow from the breach that constitutes fraud or intentional misrepresentationcausing such damages and (y) were reasonably foreseeable at the time of execution of this Agreement.

Certain Limitations. Following Closing: (ai) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, Sellers shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party Buyer Indemnified Persons under Section 10.2(a)(i) for any punitivebreach of or inaccuracy in any of the representations or warranties set forth in Article III (other than Fundamental Representations) unless the aggregate Losses incurred by the Buyer Indemnified Persons exceed (the “Basket”), special, exemplary, or speculative damages, related and then the Sellers shall be jointly and severally liable to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability Buyer Indemnified Persons for the lost profit, income or revenue shall not exceed full amount of all Losses from the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 theretofirst dollar, including incurring costs only Losses needed to meet the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000)Basket; provided, however, no claims for which the aggregate amount of Losses of the Buyer Indemnified Persons arising from such claims is less than (the “Mini Basket”) shall be included in determining whether the Basket has been met; provided further, however, that once the Basket is met, all Losses (iincluding Losses that are less than the Mini Basket) shall be recoverable by the Buyer Indemnified Persons; (ii) Buyer shall not be liable to the Seller Indemnified Persons under Section 10.2(c)(i) for any breach of or inaccuracy in any of Buyer’s representations or warranties (other than Fundamental Representations) unless the aggregate Losses incurred by the Seller Indemnified Persons exceed the Basket, and then Buyer shall be liable for the full amount of all Losses from the first dollar, including Losses needed to meet the Basket; provided, however, no claims for which the aggregate amount of Losses of the Seller Indemnified Party shall: Persons arising from such claims is less than the Mini Basket shall be included in determining whether the Basket has been met; provided further, however, that once the Basket is met, all Losses (1including Losses that are less than the Mini Basket) shall be recoverable by the Seller Indemnified Persons; (iii) the aggregate amount required to take any action be paid by the Sellers pursuant to mitigate any Losses incurred or suffered to the extent based upon, arising out of, Section 10.2(a)(i) (other than with respect to or by reason breaches of fraud prior to the Closing; Fundamental Representations), Section 10.2(a)(iv) and Section 10.2(b)(i) (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply other than with respect to breaches of the Fundamental Representations) shall not exceed (the “Cap”); (iv) the aggregate amount required to be paid by Buyer pursuant to Section 10.2(c)(i) (other than with respect to breaches of Fundamental Representations) shall not exceed the Cap; (v) in no event will any Seller be liable under this Article X for any Losses arising from, in connection with excess of the cash proceeds or related to, a breach that constitutes fraud or intentional misrepresentation.value of the Issued Units actually received by such Seller;

Certain Limitations. (a) The Neither Ceding Company shall be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses: (i) arising under Section 8.02(a)(i) or (iii), with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $[***] (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which such Ceding Company is responsible under clause (ii) below), (ii) arising under Section 8.02(a)(i) or (iii), unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(a)(i) or (iii) exceeds (A) in the case of the Texas Ceding Company, $[***] and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Deductible”), at which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03point each Ceding Company, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full to its Indemnitees for the accumulated indemnifiable value of the Indemnitees’ claims for such claims or Indemnifiable Losses arising under Section 8.02(a)(i) and (iii) that are in excess of the applicable Deductible, subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Article VIII; and (iii) arising under Section 5.05 8.02(a)(i), the maximum aggregate liability of each Ceding Company to Reinsurer Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall apply be entitled to recover, pursuant to Section 8.02(a)(i) shall be (A) in the case of the Texas Ceding Company, $[***], and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Cap”). The aggregate amount of all Losses for which each Ceding Company shall be liable, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Sections 8.02(a)(i), (ii), (iii) and (iv) shall not exceed (a) $[***] with respect to the Texas Ceding Company, and (b) $[***] with respect to the New York Ceding Company. The aggregate amount of all Losses for which each Ceding Company shall be liable, and the maximum aggregate amount of all such Losses the Reinsurer Indemnified Persons shall be entitled to recover, pursuant to Sections 8.02(a) shall not exceed (x) $[***] with respect to the Texas Ceding Company, and (y) $[***] with respect to the New York Ceding Company. (b) The Reinsurer shall not be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses arising under Section 8.02(b)(i), (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of the Threshold Amount (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which the Reinsurer is responsible under clause (ii) below), (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising fromunder Section 8.02(b)(i) exceeds (A) in the case of the Texas Ceding Company, $[***] and (B) in connection the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Reinsurer Deductible”), at which point the Reinsurer shall be liable to its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) that is in excess of the Reinsurer Deductible, subject to the limitations set forth in this Article VIII, and (iii) the maximum aggregate liability of the Reinsurer to Ceding Company Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims pursuant to Section 8.02(b)(i) shall be an amount equal to (A) in the case of the Texas Ceding Company, $[***], and (B) in the case of the New York Ceding Company, $[***] (as applicable to each of the Texas Ceding Company and the New York Ceding Company, and without aggregation between the Texas Ceding Company and the New York Ceding Company, the “Reinsurer Cap”). The aggregate amount of all Losses for which the Reinsurer shall be liable, and the maximum aggregate amount of all such Losses the Ceding Company Indemnified Persons shall be entitled to recover pursuant to Sections 8.02(b)(i) and (ii) shall not exceed $[***]. The aggregate amount of all Losses for which the Reinsurer shall be liable, and the maximum aggregate amount of all such Losses the Ceding Company Indemnified Persons shall be entitled to recover, pursuant to Sections 8.02(b) shall not exceed (x) $[***] with respect to the Texas Ceding Company, and (y) $[***] with respect to the New York Ceding Company. (c) Each Indemnitee shall use reasonable best efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder, including by using reasonable best efforts to collect the maximum amount recoverable with respect thereto under any direct insurance coverage or related toother applicable source of recovery, net of the amount of the costs and expenses incurred by the Indemnitee in procuring such recovery; provided that this sentence shall not be applicable to any reinsurance, retrocession or similar arrangement entered into by the Reinsurer with regard to periods from and after the Effective Time. (d) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach that constitutes fraud of more than one representation, warranty, covenant or intentional misrepresentationagreement. For the avoidance of doubt, no Party shall be entitled to collect indemnification with respect to the same Indemnifiable Loss more than once. Notwithstanding anything to the contrary contained in this Agreement, no Reinsurer Indemnified Person shall be entitled to indemnification with respect to any particular Loss to the extent the same underlying subject matter of the Loss was specifically resolved in accordance with Section 2.05(f) or taken into account in the calculation of the Closing Tangible Book Value (as defined in the Membership Interest Purchase Agreement) in accordance with 2.04 of the Membership Interest Purchase Agreement, including any Taxes (as defined in the Membership Interest Purchase Agreement) accrued therein.

Certain Limitations. (aNo indemnification under Section 10.02(i) The aggregate amount for which either Seller or Buyer shall be liable pursuant available unless and until the aggregate Damages of the Indemnified Persons under such section exceed the Indemnification Deductible, in which case, indemnification under such section shall, subject to Section 5.02 or Section 5.03the other limitations set forth in this Agreement, as applicablebe available for all Damages in excess of the Indemnification Deductible; provided, and any other dispute regarding this Agreement or however, that the transactions contemplated hereby, Indemnification Deductible shall not exceed apply to Damages arising from (i) claims based on fraud or knowing and intentional misrepresentation or (ii) breaches of a Fundamental Representation. Without limiting the amount of Purchase Price actually received by Seller. (b) No Party foregoing, the Indemnified Persons will not be entitled to indemnification under Section 5.02 10.02(i), and no such claim by such Indemnified Persons will be so asserted, where the Damages relating to or Section 5.03resulting from such claim or other claims relating to or resulting from the same facts, as applicable, for any indemnifiable Losses events or circumstances are less than $25,000. No Indemnified Person shall be entitled to indemnification under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full X for the accumulated indemnifiable Losses subject punitive damages (except to the provisions of extent awarded to a third party in any Third-Party Claim). Notwithstanding anything to the contrary contained in this Article VI. (c) In Agreement, no event Indemnified Person shall have any Party be liable right to indemnification hereunder with respect to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except Damage (i) if paid to the extent such Damage was expressly and specifically included as a liability or payable to a third party, or (ii) in connection with any fraud reserve on the part Closing Statement or Closing Balance Sheet or was otherwise included in the calculation of Seller the Merger Consideration and resulted in connection with this Agreement. Notwithstanding a dollar-for-dollar reduction in the foregoingMerger Consideration, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take for the avoidance of doubt, the foregoing shall not limit any action to mitigate any Losses incurred or suffered claim for Damages to the extent based upon, the Indemnified Person is not fully compensated for all Damages directly or indirectly arising out ofof or resulting from the claim giving rise to such Damages by a dollar-for-dollar reduction in the Merger Consideration, with respect (ii) attributable to taxable periods (or by reason portions thereof) beginning after the Closing Date other than Damages relating to the breach of fraud representations in Section 3.10(c), Section 3.10(e) or Section 3.10(n) or (iii) due to the unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any net operating loss, credits or other Tax attribute from a taxable period (or portion thereof) ending on or prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementClosing Date. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The provisions of Sections 3.6, 3.9, 3.10 and 3.11 shall be subject to the following: (a) The aggregate amount for which either Seller Each Lender that desires compensation or Buyer indemnification under Sections 3.6, 3.9 or 3.11 shall notify the appropriate Borrower through the appropriate Administrative Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, but in any event within 90 days after the occurrence of the event giving rise thereto; provided that (i) if any such Lender fails to give such notice within 90 days after the occurrence of such an event, such Lender shall only be liable pursuant entitled to Section 5.02 compensation or Section 5.03indemnification in respect of such event accruing under Sections 3.6, as applicable, 3.9 or 3.11 with respect to the period from and any other dispute regarding this Agreement or after the transactions contemplated hereby, shall not exceed date 90 days prior to the amount of Purchase Price actually received by Sellerdate that such Lender does give notice. (b) No Party will be entitled Any notice given by a Lender pursuant to subsection (a) above shall certify (i) that one of the events described in Sections 3.6, 3.9 or 3.11 has occurred, describing in reasonable detail the nature of such event, (ii) as to the increased cost, reduced amount receivable or loss or expense resulting from such event and (iii) as to the additional amount demanded by such Lender, attaching a reasonably detailed explanation of the calculation thereof. Such a certificate as to any compensation or indemnification under Section 5.02 payable pursuant to Sections 3.6, 3.9 or Section 5.033.11, as applicablesubmitted by such Lender through the appropriate Administrative Agent to the appropriate Borrower, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable conclusive and binding on the parties hereto in full for the accumulated indemnifiable Losses subject to the provisions absence of this Article VImanifest error. (c) In If any Lender requests compensation or indemnification from a Borrower under Sections 3.6, 3.9 or 3.10, the Domestic Borrower may, at its option, within fifteen (15) days after receipt by such Borrower of written demand from the affected Lender for payment of such compensation or indemnification, notify the appropriate Administrative Agent and such affected Lender of its intention to replace the affected Lender. So long as no event Event of Default shall have occurred and be continuing, the Domestic Borrower may obtain, at the Domestic Borrower's expense, a replacement Lender for the affected Lender. If the Domestic Borrower obtains a replacement Lender within ninety (90) days following notice of its intention to do so, the affected Lender must sell and assign its loans and obligations and any Party be liable Commitments to such replacement Lender pursuant to Section 11.3(b) (without giving effect to any other Party requirement therein that the appropriate Administrative Agent consent thereto), for any punitive, special, exemplary, or speculative damages, related an amount equal to the breachprincipal balance of 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 applicable Borrower shall have paid to such affected Lender the compensation or alleged breachindemnification that it is entitled to receive under Sections 3.6, 3.9 or 3.10, through the date of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreementsuch sale and assignment. Notwithstanding the foregoing, each Party the Domestic Borrower shall not have the right to recover all other indirect damages includingobtain a replacement Lender if the affected Lender rescinds its demand for such compensation or indemnification within fifteen (15) days following its receipt of the Domestic Borrower's notice of intention to replace such affected Lender. Additionally, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except if the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 Domestic Borrower gives a notice to the minimum extent necessary appropriate Administrative Agent and an affected Lender of its intention to remedy replace such affected Lender and does not so replace such affected Lender within ninety (90) days thereafter, the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.Domestic Borrower's rights

Certain Limitations. The provisions of Sections 3.6, 3.9, 3.10 and 3.11 shall be subject to the following: (a) The aggregate amount for which either Seller Each Lender that desires compensation or Buyer indemnification under Sections 3.6, 3.9 or 3.11 shall notify the Borrower through the Administrative Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, but in any event within 90 days after the occurrence of the event giving rise thereto; provided that (i) if any such Lender fails to give such notice within 90 days after the occurrence of such an event, such Lender shall only be liable pursuant entitled to Section 5.02 compensation or Section 5.03indemnification in respect of such event accruing under Sections 3.6, as applicable, 3.9 or 3.11 with respect to the period from and any other dispute regarding this Agreement or after the transactions contemplated hereby, shall not exceed date 90 days prior to the amount of Purchase Price actually received by Sellerdate that such Lender does give notice. (b) No Party will be entitled Any notice given by a Lender pursuant to subsection (a) above shall certify (i) that one of the events described in Sections 3.6, 3.9 or 3.11 has occurred, describing in reasonable detail the nature of such event, (ii) as to the increased cost, reduced amount receivable or loss or expense resulting from such event and (iii) as to the additional amount demanded by such Lender, attaching a reasonably detailed explanation of the calculation thereof. Such a certificate as to any compensation or indemnification under Section 5.02 payable pursuant to Sections 3.6, 3.9 or Section 5.033.11, as applicablesubmitted by such Lender through the Administrative Agent to the Borrower, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable conclusive and binding on the parties hereto in full for the accumulated indemnifiable Losses subject to the provisions absence of this Article VImanifest error. (c) In If any Lender requests compensation or indemnification from the Borrower under Sections 3.6, 3.9 or 3.10, the Borrower may, at its option, within fifteen (15) days after receipt by the Borrower of written demand from the affected Lender for payment of such compensation or indemnification, notify the Administrative Agent and such affected Lender of its intention to replace the affected Lender. So long as no event Event of Default shall any Party have occurred and be liable continuing, the Borrower may obtain, at the Borrower's expense, a replacement Lender for the affected Lender. If the Borrower obtains a replacement Lender within ninety (90) days following notice of its intention to do so, the affected Lender must sell and assign its ratable share of the Obligations and its Commitments to such replacement Lender pursuant to Section 11.3(b) (without giving effect to any other Party requirement therein that the Administrative Agent consent thereto), for any punitive, special, exemplary, or speculative damages, related an amount equal to the breachprincipal balance of 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 Borrower shall have paid to such affected Lender the compensation or alleged breachindemnification that it is entitled to receive under Sections 3.6, 3.9 or 3.10, through the date of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreementsuch sale and assignment. Notwithstanding the foregoing, each Party the Borrower shall not have the right to recover all other indirect damages includingobtain a replacement Lender if the affected Lender rescinds its demand for such compensation or indemnification within fifteen (15) days following its receipt of the Borrower's notice of intention to replace such affected Lender. Additionally, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except if the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 Borrower gives a notice to the minimum extent necessary Administrative Agent and an affected Lender of its intention to remedy replace such affected Lender and does not so replace such affected Lender within ninety (90) days thereafter, the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in Borrower's rights under this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.3.12

Certain Limitations. (ai) The aggregate amount for which either Notwithstanding anything to the contrary contained in this Agreement: (A) in no event shall Seller or Buyer be required to pay the Seller Termination Fee on more than one occasion; (B) in no event shall Seller be entitled to receive the Escrow Amount on more than one occasion; and (C) payment of the Additional Note Amount and the 15% Note Amount shall be liable conditioned upon and subject to receipt by Seller of the 15% Note and the Additional Draw Note, each with full title and guarantee free from all Liens (thereon and thereunder, other than Permitted Liens thereon), for transfer by Seller to HNR for cancellation in partial satisfaction of the HNR Intercompany Note. (ii) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 10.9 (which shall not be limited by this Section 8.3(c)(ii)) Buyer’s right to receive (A) payment from Seller of the Seller Termination Fee pursuant to Section 5.02 8.3(a), (B) payment of the 15% Note Amount and the Additional Draw Note Amount pursuant to Section 8.3(a)(i) and Section 8.3(a)(ii) and (C) waiver of any and all rights of HNR and Seller under the Letter of Credit or any Replacement Letter of Credit pursuant to Section 5.038.3(c)(i), shall, respectively, constitute the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Buyer and its Affiliates or any other Person against Seller and its Subsidiaries and any of their respective former, current or future, direct or indirect equityholders, general or limited partners, stockholders, members, managers, controlling persons, directors, officers, employees, agents, Affiliates or Representatives, or any of their respective successors or assigns or other representative of any of the foregoing, (collectively, the “Seller Related Parties”) in connection with the termination of this Agreement or any Losses or liabilities in connection with this Agreement or the Related Agreements, and upon payment and waiver, as applicable, and of such amounts, none of the Seller Related Parties shall have any other dispute regarding further liability or obligation relating to or arising out of this Agreement or the transactions contemplated herebyRelated Agreements or the Sale of Subject Shares (except that, to the extent any failure to consummate the Sale of Subject Shares resulted, directly or indirectly, from an Intentional Breach of this Agreement by Seller or HNR or such Intentional Breach by Seller or HNR shall cause the Closing not exceed to occur, Buyer shall be entitled to the payment of the Seller Termination Fee (and, if applicable, the 15% Note Amount and the Additional Draw Note Amount pursuant to Section 8.3(a)(i)) and to any Losses, to the extent proven, in respect of such Intentional Breach, as reduced by the amount of Purchase Price actually received by Sellerthe Seller Termination Fee paid to Buyer). (biii) No Party will be entitled Notwithstanding anything to indemnification under the contrary contained in this Agreement, Seller’s right to receive the Escrow Amount via a draw on the Letter of Credit or any Replacement Letter of Credit pursuant to Section 5.02 8.3(a) and Section 8.3(b) shall constitute the sole and exclusive remedy of HNR, Seller and their Affiliates or Section 5.03any other Person against Buyer and its Subsidiaries and any of their respective former, current or future, direct or indirect equityholders, general or limited partners, stockholders, members, managers, controlling persons, directors, officers, employees, agents, Affiliates or Representatives, or any of their respective successors or assigns or other representative of any of the foregoing, (collectively, the “Buyer Related Parties”) in connection with the termination of this Agreement or any Losses or liabilities in connection with this Agreement or the Related Agreements, and upon payment and waiver, as applicable, for of such amounts, none of the Buyer Related Parties shall have any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals further liability or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject obligation relating to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, arising out of this Agreement or the Related Agreements or the Sale of Subject Shares (it being understood that nothing in this Section 8.3(c)(iii) shall restrict or limit in any way HNR’s or Seller’s right to specifically enforce the Surviving Provisions pursuant to Section 10.9 in the event that this Agreement is terminated). (iv) Other than with respect to the Retained Claims, all Legal Proceedings (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (A) this Agreement, the Related Agreements or the Sale of Subject Shares, (B) the negotiation, execution or performance of this Agreement, the Related Agreements (including any representation or warranty made in, in connection with any transaction contemplated hereby, except (i) if paid or payable to a third partywith, or as an inducement to, this Agreement or the Related Agreements), (iiC) in connection with any fraud on breach of this Agreement or the part Related Agreements and (D) any failure of Seller in connection with this Agreementthe Sale of Subject Shares to be consummated, may be made only by or against (and are those solely of) the Persons that are expressly identified as parties hereto and thereto. Notwithstanding the foregoing, each No other Buyer Related Party shall have the right to recover all other indirect damages includingany liabilities (whether in contract or in tort, without limitation, lost profits, loss of future revenue in law or income, diminution in value, loss of business reputationequity, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 togranted by statute, or doesotherwise) for any Legal Proceedings arising under, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related in any manner to the items in the immediately preceding clauses (A) through (D) except for Legal Proceedings that HNR or Seller may assert: (I) against any Person that is party to, a breach and solely pursuant to the terms of, the Securities Purchase Agreement or any Related Agreement; and (II) against Buyer, solely in accordance with, and pursuant to the terms of, this Agreement (the Legal Proceedings in clauses (I) and (II) of this Section 8.3(iv), the “Retained Claims”). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, including in the case of any breach, whether willful and material, intentional, material, knowing or otherwise, (x) in no event will Buyer or any other Buyer Related Party have liability for monetary damages whatsoever arising under, out of, in connection with or related in any manner to the items in the preceding clauses (A) through (D) (including monetary damages in lieu of specific performance) in the aggregate in excess of the amount of the Escrow Amount, and, accordingly, the Escrow Amount shall be the maximum aggregate liability of Buyer hereunder and thereunder (and any other Buyer Related Party); and (y) in no event shall HNR, Seller, their Affiliates, their respective stockholders or Representatives or any other Person seek, directly or indirectly, to recover against any of the Buyer Related Parties, or compel any payment by any of the Buyer Related Parties of, any damages or other payments whatsoever that constitutes fraud or intentional misrepresentationare, in aggregate, in excess of the Escrow Amount.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer Neither ▇▇▇▇▇▇ and the Vendors under Section 11.1(a) nor West Pacific under Section 11.2(a) shall be liable pursuant to Section 5.02 for any individual indemnifiable Loss (or Section 5.03, as applicable, any Losses that together are based on substantially the same facts or circumstances) unless and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed until the amount thereof exceeds $10,000, in which case they shall be liable for the entire amount of Purchase Price actually received by Sellersuch Loss. (b) No Party will be entitled Except in the case of fraud, intentional misrepresentation or willful misconduct vis a vis the other Party, the maximum aggregate liability of ▇▇▇▇▇▇ and the Vendors or West Pacific pursuant to indemnification under Section 5.02 or Section 5.03, as applicable, for this Agreement shall not in any indemnifiable Losses under this Article VI until circumstance exceed the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for equivalent to 100% of the accumulated indemnifiable Losses subject to the provisions of this Article VIShare Consideration. (c) In no event shall any Party To the fullest extent permitted by law, none of ▇▇▇▇▇▇ or the Vendors or West Pacific will be liable to any the other Party for any punitiveclaims, demands or suits for any consequential, special, exemplaryindirect, exemplary or speculative punitive damages, related to the breachwhether arising in contract or tort (including negligence, whether sole, joint or alleged breach, of this Agreement concurrent or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Pricestrict liability). (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware The indemnity amount of any event or circumstance that would Losses shall 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that reduced by: (i) no any insurance indemnities effectively paid to or recovered by Purchaser’s Indemnified Party shall: (1) be required Persons or to take any action to mitigate any Losses incurred or suffered Vendors’ Indemnified Persons, as the case may be, relating to the extent based upon, arising out of, with respect respective Losses (less all costs incurred by the respective Person to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business obtain payment of such insurance); and/or (ii) indemnities, contributions or other similar payments recoverable by Purchaser’s Indemnified Party; Persons or to Vendors’ Indemnified Persons, as the case may be, by virtue of such Losses (the amounts set forth in numbers (i) and (ii) the failure of being, "Third-Party Recoveries"). The relevant Indemnified Party shall use commercially reasonable efforts to collect any Third-Party Recoveries. In any case where an Indemnified Party receives a Third-Party Recovery following indemnity payment hereunder to use such efforts to mitigate Indemnified Party, then the Indemnified Party shall not constitute a defense promptly pay over to the Indemnifying Party’s obligations to indemnify Party (x) the Indemnified amount of such Third-Party pursuant to this AgreementRecovery or, if less, (y) the amount previously paid by the Indemnifying Party less any applicable taxes. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (ai) The representations, warranties and covenants of the Sellers, and any Purchaser Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Purchaser Indemnified Party or by reason of the fact that the Purchaser Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Purchaser Indemnified Party’s waiver of any condition set forth in Article IX. (ii) For the purpose of determining whether there has been an inaccuracy in, or breach of, any representation, warranty, covenant, or agreement made by the Sellers hereunder, and for the purpose of determining the amount of Losses that are the subject matter of a claim for indemnification by any Purchaser Indemnified Party hereunder, each representation, warranty, covenant, and agreement made by the Sellers hereunder shall be read without regard and without giving effect to the term(s) “material”, “material adverse effect”, “in all material respects”, or similar qualifiers as if such words and surrounding related words (e.g., “reasonably be expected to”, “could have”, “would have”, and similar restrictions and qualifiers) were deleted from such representation, warranty, covenant, or agreement. (iii) The indemnification provided for in Section 7.02(b)(i) or Section 7.02(c)(i) shall not apply unless and until (i) the aggregate Losses finally determined to be due for which one or more Purchaser Indemnified Party (with respect to Losses under Section 7.02(b)(i)) or Seller Indemnified Party (with respect to Losses under Section 7.02(c)(i)) seeks or has sought indemnification hereunder exceeds a cumulative aggregate amount for of $25,000 (the “Basket”), in which either event the Purchaser Indemnified Party or Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03Indemnified Party, as applicable, shall be indemnified for the amount of Losses to the extent in excess of the Basket. (iv) The maximum amount of Losses that the Purchaser Indemnified Parties may recover with respect to (A) Section 7.02(b)(i) (for all representations other than Seller Fundamental Reps) shall not exceed $418,400 (or, if the Milestone Stock is issued to the Sellers, then such limit shall increase to $618,400) and any other dispute regarding this Agreement or (B) Section 7.02(b)(i) (for all representations, including Seller Fundamental Reps) and Section 7.02(b)(ii), in the transactions contemplated herebyaggregate, shall not exceed the Four Million Dollars ($4,000,000). The maximum amount of Purchase Price actually received by SellerLosses that the Seller Indemnified Parties may recover with respect to (A) Section 7.02(c)(i) shall not exceed $250,000 and (B) Section 7.02(c)(i) and Section 7.02(c)(ii), in the aggregate, shall not exceed Four Million Dollars ($4,000,000). (bv) No The limitations on indemnification set forth in Sections 7.02(d)(iii) and 7.02(d)(iv) shall not apply in the event of Fraud by the indemnifying Party. (vi) Notwithstanding anything to the contrary elsewhere in this Agreement, no Party will shall be entitled liable to indemnification under Section 5.02 any Purchaser Indemnified Party or Section 5.03Seller Indemnified Party, as applicable, for any indemnifiable Losses under pursuant to this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject ARTICLE VII to the provisions of this Article VI. extent such Losses constitute or include lost profits (c) In no event shall other than any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or such lost profits Losses sought in connection with any transaction contemplated herebybreach of the Sellers’ covenants set forth in Section 6.07) or any damages based upon a multiple or punitive or exemplary damages, except (i) if paid except, solely in the case of punitive or exemplary damages, to the extent payable to a third party, or (ii) Third Party in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each a Third Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability Claim for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to which indemnification hereunder (each, an “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 is otherwise available pursuant to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason terms of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (evii) ProvidedAll indemnification amounts otherwise payable pursuant to this ARTICLE VII shall be computed net of any insurance proceeds actually received by an Indemnified Party (net of any increases in premiums attributable thereto and cost of collection). If an Indemnified Party or other Third Party subsequently receives such insurance proceeds after payment by the Indemnitor of any amount related to such claim, however that none then the Indemnified Party shall promptly pay to or at the direction of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising fromIndemnitor the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other Losses), but not more, in connection with or related tothe aggregate, a breach that constitutes fraud or intentional misrepresentationthan the amount of Losses paid by the Indemnitor.

Certain Limitations. The party making a claim under this ARTICLE VI is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party.” The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the following limitations: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 6.02(a) or Section 6.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 6.02(a) or Section 6.03(a) exceeds $[***] (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) The aggregate amount of all Losses for which either a Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, 6.02(a) shall not exceed [***] of the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI“Cap”). (c) In no event shall any Indemnifying Party be liable to any other Indemnified Party for any punitive, incidental, consequential, special, exemplaryor indirect damages, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with for any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud damages based on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement, or incidental diminution of value or any damages except the Seller and based on any type of multiple, [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price]. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement[***]. (e) Provided, however that none Seller shall not be liable under this ARTICLE VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the limitations set forth representations or warranties of Seller contained in this Section 5.05 shall apply Agreement if Buyer [***] knowledge of such inaccuracy or breach prior to the Closing. For purposes of calculating the Deductible or the Cap with respect to any Losses arising fromLosses, in connection with the Deductible or related toCap, a breach that constitutes fraud as applicable, will be calculated as of the date on which such Loss is payable by the Indemnifying Party to the Indemnified Party and the Purchase Price for purposes of such calculation will be equal to the aggregate of the Initial Purchase Price and the Milestone Payment paid or intentional misrepresentationpayable by Buyer to Seller during the period from the Closing Date until (and including) the date on which such Loss is payable; [***].

Certain Limitations. (a) The aggregate amount for which either It is the explicit intent and understanding of each of the parties hereto that neither party nor any of its affiliates, representatives or agents is making any representation or warranty whatsoever, oral or written, express or implied, other than those set forth in Sections 2 and 3 and neither party is relying on any statement, representation or warranty, oral or written, express or implied, made by the other party or such other party's affiliates, representatives or agents, including, without limitation, any such statement, representation or warranty contained in any offering or descriptive memorandum or any information, document or material made available to the Purchaser or the Seller in certain "data rooms", management presentations or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or form in expectation of the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full except for the accumulated indemnifiable Losses subject representations and warranties set forth in such Sections 2 and 3. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE BUSINESS OF THE COMPANY OR OF THE PURCHASER AND, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD THAT THE PURCHASER TAKES THE ASSETS OF THE BUSINESS "AS IS" AND "WHERE IS" AND THAT THE SELLER TAKES THE COMMON STOCK CONSIDERATION WITHOUT ADDITIONAL REPRESENTATIONS AND WARRANTIES. The parties agree that this is an arm's length transaction in which the parties' undertakings and obligations are limited to the provisions performance of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with their obligations under this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the The Seller and [*****] liability for the lost profit, income Purchaser each acknowledges that it or revenue shall not exceed its affiliate is a participant in the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall takeCommon Operation and that it is a sophisticated investor, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware the Purchaser acknowledges that it has undertaken a full investigation 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; the Company, and (ii) that it has only a contractual relationship with the failure Seller, based solely on the terms of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement, and that there is no special relationship of trust or reliance between the Purchaser and the Seller. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. Notwithstanding anything to the contrary in this Agreement and without limitation upon the limitations elsewhere in this Agreement: (a1) The aggregate amount for which either Seller or shall have no liability (and Buyer shall be liable pursuant to Section 5.02 make no claim against Seller) for a breach of any representation or Section 5.03, as applicable, and warranty or any other dispute regarding obligation of Seller under this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received any document executed by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement unless (a) the valid claims for all such breaches collectively aggregate to more than Seventy-five Thousand ($75,000), and (b) the liability of Seller under this Agreement and such documents does not exceed, in the aggregate, the amount equal to One Million Nine Hundred Thousand Dollars ($1,900,000) (the “Cap”) (it being understood that, notwithstanding anything to the contrary in this Agreement or any other document, Seller’s liability under this Agreement and the documents executed by Seller in connection herewith shall in no event exceed, in the aggregate, the amount of the Cap); and (2) in no event shall Seller be liable for any consequential or punitive damages; provided, however, the Cap and Survival Period shall not apply to the post-closing reproration obligations of Buyer under Section 6D(2), Seller’s obligations with respect to real estate taxes under Section 6(D)(1(a) hereof, and fees and costs of enforcement of the Agreement. Notwithstanding Seller shall maintain (i) during the foregoingSurvival Period, each Party shall have a liquid net worth equal to at least the right amount of the Cap and (ii) after the Survival Period, a liquid net worth equal to recover all other indirect damages including, without limitation, lost profits, loss at least the lesser of future revenue the amount of the Cap or income, diminution the aggregate amount claimed by Buyer in value, loss of business reputation, or incidental damages except Breach Notices delivered to Seller during the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Survival Period; provided, however, that Seller shall not have any further obligations pursuant to clause (iii) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, if Buyer has not commenced litigation with respect to or by reason of fraud prior to such claims within thirty (30) days after the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none expiration of the limitations set forth in Survival Period or from and after such time as all such claims have been settled or finally determined by a court of competent jurisdiction. The obligations of Seller under this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationsurvive Closing.

Certain Limitations. Notwithstanding anything to the contrary in this Agreement and without limitation upon the limitations elsewhere in this Agreement: (a1) The aggregate amount for which either Seller or shall have no liability (and Buyer shall be liable pursuant to Section 5.02 make no claim against Seller) for a breach of any representation or Section 5.03, as applicable, and warranty or any other dispute regarding obligation of Seller under this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received any document executed by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement unless (a) the valid claims for all such breaches collectively aggregate to more than Seventy-five Thousand ($75,000), and (b) the liability of Seller under this Agreement and such documents does not exceed, in the aggregate, the amount equal to One Million Nine Hundred Thousand Dollars ($1,900,000) (the “Cap”) (it being understood that, notwithstanding anything to the contrary in this Agreement or any other document, Seller’s liability under this Agreement and the documents executed by Seller in connection herewith shall in no event exceed, in the aggregate, the amount of the Cap); and (2) in no event shall Seller be liable for any consequential or punitive damages; provided, however, the Cap and Survival Period shall not apply to the post-closing reproration obligations of Buyer under Section 6D(2), Seller’s obligations with respect to real estate taxes under Section 6(D)(1(a) hereof, and fees and costs of enforcement of the Agreement. Notwithstanding Seller shall maintain (i) during the foregoingSurvival Period, each Party shall have a liquid net worth equal to at least the right amount of the Cap and (ii) after the Survival Period, a liquid net worth equal to recover all other indirect damages including, without limitation, lost profits, loss at least the lesser of future revenue the amount of the Cap or income, diminution the aggregate amount claimed by Buyer in value, loss of business reputation, or incidental damages except Breach Notices delivered to Seller during the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Survival Period; provided, however, that Seller shall not have any further obligations pursuant to clause (iii) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, if Buyer has not commenced litigation with respect to or by reason of fraud prior to such claims within thirty (30) days after the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none expiration of the limitations set forth in Survival Period or from and after such time as all such claims have been settled or finally determined by a court of competent jurisdiction. The obligations of Seller under this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.survive Closing. E.

Certain Limitations. (a) The Notwithstanding the other provisions of this Article VIII, Pfizer shall not have any indemnification obligations for Losses under Section 8.1(a)(iii), (i) for any individual item (or series of related items resulting from the same event, fact or occurrence) where the Loss relating thereto is less than $75,000 and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than $75,000, unless the aggregate amount for of all such Losses exceeds $45 million, in which either Seller or Buyer event Pfizer shall be liable pursuant required to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed pay the amount of Purchase Price actually received by Seller.such Losses which exceeds $45 million, but only up to a maximum amount of $1 billion. Back to Contents (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to Notwithstanding the provisions of this Article VIVIII, Pfizer shall not have any indemnification obligations for Losses under Section 8.1(a)(i) with respect to Excluded Environmental Liabilities, (i) for any individual item (or series of related items resulting from the same event, fact or occurrence) where the Loss relating thereto is less than $50,000 with respect to items falling within subparagraphs (ii), (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities, (ii) in respect of each individual item (or series of related items resulting from the same event, fact or occurrence) where the Loss relating thereto is equal to or greater than the minimum amount set forth in clause (i), then Pfizer shall be required to pay the amount of such Losses from the 1st dollar of Loss, but only after Purchaser has expended, with respect to Excluded Environmental Liabilities that arise under clauses (ii), (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities, the aggregate amount of $3 million for such Losses (such deductible not being applicable to claims made in respect of Excluded Environmental Liabilities that arise under clauses (i) and (v) of the definition of Excluded Environmental Liabilities) and (iii) with respect to claims made in respect of Excluded Environmental Liabilities that arise under clauses (ii), (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities, only up to a maximum aggregate amount in respect of all such items of $15 million. (c) In no event shall any Party be liable to any Notwithstanding the other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, provisions of this Agreement or Article VIII, Pfizer shall not have any indemnification obligations for Losses under Section 8.1(a)(i) with respect to Purchaser Known Environmental Liabilities as listed on Schedule 1.1(G) in connection with any transaction contemplated hereby, except excess of the following: (i) if paid or payable to a third partyItem b.1, or $300,000; (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoingItem b.2, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing$30,000; (2iii) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified PartyItem b.3, $150,000; and (iiiv) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementItem b.4, $100,000. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either Seller It is the explicit intent and understanding of each of the parties hereto that neither party nor any of its Affiliates, representatives or Buyer shall be liable pursuant to Section 5.02 agents is making any representation or Section 5.03warranty whatsoever, as applicableoral or written, express or implied, other than those set forth in Sections 2 and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, 3 of this Agreement and in the certificates delivered pursuant to Sections 6.3.2 and 6.4.2 and neither party is relying on any statement, representation or in connection with any transaction contemplated herebywarranty, except oral or written, express or implied, made by the other party or such other party’s Affiliates, representatives or agents (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to any estimates, projections, forecasts, budgets or by reason of fraud prior other forward-looking information delivered or made available to the Closing; (2) be required to bring a legal proceeding against any person; Purchaser or (3) have any obligation to take any actions that unreasonably interfere with or impact their respective representatives), except for the business of representations and warranties set forth in such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) ProvidedSections. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT OR CERTIFICATE DELIVERED BY ANY SELLER IN CONNECTION HEREWITH, however that none of the limitations THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF ANY MEMBER OF THE COMPANY GROUP TAKEN AS A WHOLE. Except as otherwise specifically set forth in this Section 5.05 Agreement, the Purchaser expressly waives and relinquishes, on behalf of itself, its successors and any assigns, any and all rights, claims or remedies it may have against the Sellers under any Environmental Laws, as presently in force or hereafter enacted, promulgated or amended or at common law. The parties agree that this is an arm’s length transaction in which the parties’ undertakings and obligations are limited to the performance of their obligations under this Agreement. The Purchaser acknowledges that it is a sophisticated investor, and that it has only a contractual relationship with the Sellers, based solely on the terms of this Agreement and the Confidentiality Agreement, and that there is no special relationship of trust or reliance between the Purchaser and the Sellers. The parties have participated jointly in the negotiating and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation shall apply with respect to arise, this Agreement shall be construed as if drafted jointly and no presumption or burden of proof shall arise favoring or disfavoring any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationparty by virtue of the authorship of any provisions of this Agreement.

Certain Limitations. The party making a claim for indemnification under this Article IX is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party”. The indemnification provided for in Section 9.2 and Section 9.2(f) shall be subject to the following limitations: (a) The Sellers shall not be liable for any Losses pursuant to Section 9.2(a) unless and until the aggregate amount of all Losses for which either the Buyer Indemnified Parties are entitled to indemnification therefor exceeds $50,000 (the “Claim Threshold Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Losses incurred by such Buyer Indemnified Parties regardless of the Claim Threshold Amount; provided, however, that the limitation set forth in this Section 9.4(a) shall not apply to Losses arising from fraud, willful misconduct or intentional misrepresentation on the part of any Seller in connection with the transactions contemplated by this Agreement. (b) The amount of all Losses for which the Sellers shall be liable pursuant to Section 9.2(a) shall be limited to $3,000,000, and the Holdback Amount and setoff against the Contingent Payments pursuant to Section 2.6(c) represent the sole and exclusive source of recovery for all Losses for which the Sellers shall be liable pursuant to Section 9.2(a), in each case other than Losses arising from fraud, willful misconduct or intentional misrepresentation on the part of the Company or any Seller in connection with the transactions contemplated by this Agreement. Notwithstanding any provision of this Agreement to the contrary, the liability of a Seller for indemnification under this Article IX shall not exceed a maximum amount equal to the amount actually received by such Seller under this Agreement, except in the case of fraud, willful misconduct, or intentional misrepresentation by such Seller, which shall not be capped against such Seller. (c) The amount of all Losses for which Buyer shall be liable pursuant to Section 5.02 9.3(a) shall be limited to $2,000,000, other than Losses arising from fraud, willful misconduct or Section 5.03, as applicable, and any other dispute regarding this Agreement or intentional misrepresentation on the part of Buyer in connection with the transactions contemplated hereby, by this Agreement. (d) Payments by an Indemnifying Party pursuant to Section 9.2 or Section 9.2(f) in respect of any Loss shall not exceed be limited to the amount of Purchase Price any liability or damage that remains after deducting therefrom any (i) insurance proceeds or other collateral sources of recovery, (ii) indemnity, contribution or other similar payment actually received by Sellerthe Indemnified Party (or the Company) in respect of any such claim, and (iii) net cash Tax benefit actually realized by the Indemnified Party with respect to the taxable year in which the Loss was incurred or the immediately succeeding taxable year, after deducting all related reasonable and out-of-pocket attorneys’ fees, expenses and other costs of recovery (including any deductible amount) and any resultant increase in insurance premiums. (be) No Party will Notwithstanding anything to the contrary contained herein, the Sellers shall not be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, liable for any indemnifiable Losses under this Article VI until related to or arising from the indemnifiable Losses have an aggregated cumulative amount which equals ability of Buyer, the Company or exceeds $100,000, after which time such indemnifying Party shall be liable in full for any of their Affiliates to utilize any Tax attribute of the accumulated indemnifiable Losses subject to Company following the provisions of this Article VIClosing. (cf) In no event shall any Indemnifying Party be liable to any other Indemnified Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid any punitive or payable special damages or any incidental or consequential damages that were not reasonably foreseeable or (ii) any punitive damages relating to the breach or alleged breach of this Agreement, in each case except to the extent awarded to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (dg) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Article IX, all of the representations and warranties set forth in this Agreement, or any certificate or schedule, that are qualified as to “material,” “materiality,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification for the purposes of determining the amount of any Losses resulting from, arising out of, or relating to any such breach, inaccuracy or misrepresentation. (h) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

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) The aggregate amount No Seller shall have any obligation to directly satisfy any claim by an Indemnified Party for which either Seller Losses as a result of any breach of any of the representations or warranties of the Company or the Sellers set forth herein. If Buyer shall be liable pursuant has obtained the R&W Insurance Policy, a Buyer Indemnified Party may proceed against the R&W Insurance Policy for recovery of any such Losses described in the immediately preceding sentence (subject to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding the terms of the R&W Insurance Policy). (b) Notwithstanding anything in this Agreement or to the transactions contemplated herebycontrary, 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 net proceeds of the Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or Seller and (ii) in connection the aggregate total liability of the Sellers hereunder for any indemnification claims under Section 8.02 (other than claims constituting Fraud) shall not, when aggregated with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages includingindemnification obligations hereunder, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (dc) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates 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 but not exceeding Ten Thousand U.S. Dollars Loss. (US$10,000); providedd) Except as expressly provided in Section 8.02, howeverno claim shall be brought or maintained by Buyer or any Acquired Company, that or their respective successors or permitted assigns against any officer, director, manager, equityholder or employee (ipresent or former) of any Seller, or any officer, director, manager or employee (present or former) of any Acquired Company, and no Indemnified Party shall: (1) recourse shall be required to take brought or granted against any action to mitigate of them, by virtue of or based upon any Losses incurred alleged misrepresentation or suffered 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 extent based upon, arising out of, with respect to or that the same shall have been the result of Fraud by reason of fraud prior to any such Person (and in the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business event of such Indemnified Party; Fraud, such recourse shall be brought or granted solely against the Person or Persons committing such Fraud), and (ii) provided that, without limiting the failure of an Indemnified Party foregoing, in no event shall Buyer, its successors or permitted assigns be entitled to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none claim or seek any rescission of the limitations set forth transactions consummated under this Agreement or other remedy at Law or in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationequity.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer provisions of Sections 3.6, 3.9, 3.10 and 3.11 hereof shall be liable subject to the following: (i) Each Lender that desires compensation or indemnification under Sections 3.6, 3.9 or 3.11 hereof shall notify the Borrower through the Administrative Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, but in any event within 90 days after the occurrence of the event giving rise thereto; provided that if any such Lender fails to give such notice within 90 days after the occurrence of such an event, such Lender shall only be entitled to compensation or indemnification in respect of such event accruing under Sections 3.6, 3.9 or 3.11 hereof with respect to the period from and after the date 90 days prior to the date that such Lender does give notice. (ii) Any notice given by a Lender pursuant to Section 5.02 subsection (a) above shall certify (i) that one of the events described in Sections 3.6, 3.9 or Section 5.033.11 hereof has occurred, describing in reasonable detail the nature of such event, (ii) as applicableto the increased cost, reduced amount receivable or loss or expense resulting from such event and (iii) as to the additional amount demanded by such Lender, attaching a reasonably detailed explanation of the calculation thereof. Such a certificate as to any other dispute regarding this Agreement compensation or indemnification payable pursuant to Sections 3.6, 3.9 or 3.11, submitted by such Lender through the transactions contemplated herebyAdministrative Agent to the Borrower, shall not exceed the amount of Purchase Price actually received by Sellerbe prima facie evidence assumed to be correct. (b) No Party will If any Lender requests compensation or indemnification from the Borrower under Sections 3.6, 3.9 or 3.10 hereof or if any Lender is a Defaulting Lender (each an “Affected Lender”), the Borrower may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Event of Default shall have occurred and be continuing, the Borrower may obtain, at the Borrower’s expense, a replacement Lender for such Affected Lender. If the Borrower obtains a replacement Lender within ninety (90) days following notice of its intention to do so, such Affected Lender must sell and assign its Loans and any Revolving Commitment to such replacement Lender pursuant to Section 11.3(b) hereof (without giving effect to any requirement therein that the Administrative Agent consent thereto), for an amount equal to the principal balance of all Loans held by such 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 indemnification receive under Section 5.02 Sections 3.6, 3.9 or Section 5.033.10 hereof, as applicable, for any indemnifiable Losses under this Article VI until through the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time date of such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreementsale and assignment. Notwithstanding the foregoing, each Party in the case of any Lender requesting compensation or indemnification from the Borrower under Sections 3.6, 3.9 or 3.10 hereof, the Borrower shall not have the right to recover all other indirect damages includingobtain a replacement Lender if such Affected Lender rescinds its demand for such compensation or indemnification within fifteen (15) days following its receipt of the Borrower’s notice of intention to replace such affected Lender. Additionally, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware case of any event Lender requesting compensation or circumstance that would be reasonably expected toindemnification from the Borrower under Sections 3.6, 3.9 or does3.10 hereof, give rise thereto, including incurring costs only to if the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that Borrower either (i) no Indemnified Party shall: fails to notify the Administrative Agent and such Affected Lender of its intention to replace such Affected Lender within fifteen (115) be required to take any action to mitigate any Losses incurred days after receipt by the Borrower of written demand from such Affected Lender for payment of compensation or suffered indemnification or (ii) timely gives a notice to the extent based uponAdministrative Agent and such Affected Lender of its intention to replace such Affected Lender but does not so replace such Affected Lender within ninety (90) days thereafter, arising out of, the Borrower’s rights under this Section 3.12(c) shall terminate with respect to such circumstances and the Borrower shall promptly pay all compensation or by reason of fraud prior indemnification to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of which such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party Affected Lender is entitled pursuant to this AgreementSections 3.6, 3.9 or 3.10 hereof. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant It is the intention of the parties hereto to Section 5.02 or Section 5.03conform strictly to all usury laws that are applicable to each such party, as applicable, and any other dispute regarding this Agreement or and to each of the transactions contemplated herebyby this Agreement (collectively, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03"TRANSACTIONS"). Accordingly, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject notwithstanding anything to the provisions of contrary in this Article VI. (c) In no event shall any Party be liable to Agreement, or any other Party for any punitivedocument, specialcertificate, exemplary, instrument or speculative damages, related to the breach, or alleged breach, of this Agreement or agreement entered in connection with any transaction contemplated herebythe Transactions (collectively the "TRANSACTION DOCUMENTS"), except it is agreed as follows: (i) if paid the aggregate of all consideration which constitutes interest under Applicable Usury Law (hereinafter defined) that is contracted for, taken, reserved, charged or payable to a third partyreceived by any party under the Transaction Documents or otherwise in connection with the Transactions shall under no circumstances exceed the maximum amount of interest that would lawfully be charged by such party under Applicable Usury Law, or (ii) in connection with the event that maturity of any fraud on indebtedness evidenced by or payable pursuant to the Transaction Documents is accelerated for any reason, or in the event of any required or permitted payment or prepayment of all or any part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages such indebtedness (including, without limitation, lost profitsand if applicable, loss any required or permitted purchase of future revenue any Unit Premises, Unit Improvements, Unit FF&E or income, diminution in value, loss of business reputationUnit, or incidental damages except any required or permitted payment of the Seller and [*****] liability for Unit Acquisition Cost), then such consideration that constitutes interest as to any such indebtedness under Applicable Usury Law may never include more than the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall takemaximum amount allowed by such Applicable Usury Law, and cause its affiliates to take(iii) excess interest, all reasonable steps to mitigate any Loss upon becoming aware if any, provided for in the Transaction Documents or otherwise in connection with the Transactions shall be, in accordance with the following provisions of any event this Section 19, cancelled automatically and, if theretofore paid, shall be credited by the recipient on the principal or circumstance that would be reasonably expected tostated amount of the affected indebtedness (or, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based uponthat the principal or stated amount of such indebtedness shall have been or would thereby be paid in full, arising out of, with respect to or refunded by reason of fraud prior such recipient to the Closing; party entitled thereto). If at any time the rate of interest (2denominated as such) be required contractually called for in any Transaction Document (as the same may vary from time to bring a legal proceeding against any person; or (3) have any obligation time pursuant to take any actions that unreasonably interfere with or impact the business terms of such Indemnified Party; and Transaction Document, the "STATED RATE"), exceeds the maximum non-usurious rate of interest permitted by Applicable Usury Law (iithe "MAXIMUM RATE") the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none in respect of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.indebtedness

Certain Limitations. (a) The aggregate amount for which either Seller Subject to the following provisions of this Section 9.3 (a), Sellers shall not be obligated or Buyer shall be liable pursuant required to Section 5.02 or Section 5.03, as applicablemake any indemnification payment, and any other dispute regarding this Agreement or the transactions contemplated hereby, Buyer Indemnified Parties shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to present a claim, demand or to receive any indemnification under Section 5.02 payment pursuant to ‎this Agreement or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable pursuant to any of the other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except Transaction Agreements: (i) if paid with respect to any specific item of claim which represent a damage of less than US$ 20,000 (De Minimis)until such time as the total amount of all Damages that have been suffered or payable incurred by any one or more of the Buyer Indemnified Parties (for all items of claim which exceeded the aforesaid De Minimis amount, together) exceeds a total amount equal to a third party, USD 250,000 (the “Basket Amount”). If the total amount of such Damages reaches or (ii) in connection with any fraud on exceeds the part Basket Amount then the Buyer Indemnified Parties shall be entitled to be indemnified for the entire amount of Seller in connection with this Agreementsuch Damages including the Basket Amount. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall 9.3 (a) do not apply with respect to any Losses arising fromin the case of fraud, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation, or willful or criminal misconduct. (b) Notwithstanding anything to the contrary herein or in the other Transaction Agreements, the maximum aggregate Liabilities of Sellers pursuant to this Agreement or in the other Transaction Agreements, shall in no event exceed an amount equal to 25% of the aggregate Purchase Price actually paid to Sellers hereunder. Notwithstanding the foregoing, the limitations set forth in this Section 9.3 (b) do not apply in the case of fraud, intentional misrepresentation, or willful or criminal misconduct. (c) Any amounts payable pursuant to the indemnification obligations hereunder, or (if any) in the other Transaction Agreements shall be paid without duplication, and in no event shall any Party be indemnified under different provisions of this Agreement or the other Transaction Agreements for the same Damages. (d) Notwithstanding anything to the contrary herein or in the other Transaction Agreements, except in the case fraud, intentional misrepresentation, or willful or criminal misconduct, Sellers and Buyers shall have no liability for any loss of profits or anticipated savings; loss of goodwill or injury to reputation; the loss of business opportunity; punitive or exemplary damages; or any other indirect, consequential or special loss or damage.

Certain Limitations. Notwithstanding anything in paragraphs (a) The and (b) ------------------- above: (i) in the case of LIBOR Rate Advances each Borrowing shall be in an aggregate amount of not less than $2,000,000 or greater multiples of $100,000; (ii) except for which either Seller Borrowings for the acquisition of Future Properties by the Borrower or Buyer a Permitted New Subsidiary, (A) the Borrower may not request Borrowings on more than two days in any calendar month, and (B) the Borrower shall not request more than one Borrowing in any calendar month for the payment of Capital Expenditures and FF&E in connection with a Major Renovation and any such request in connection with a Major Renovation shall be liable pursuant made contemporaneously with any request to withdraw funds from the CAPEX Reserve as set forth in Section 5.02 or Section 5.03, 5.07 in such month and shall be accompanied by the same documentation as applicable, and any other dispute regarding this Agreement or required for a withdraw from the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by SellerCAPEX Reserve. (biii) No Party will at no time shall there be entitled more than three Interest Periods applicable to indemnification under Section 5.02 or Section 5.03, as applicable, outstanding LIBOR Rate Advances; (iv) the Borrower may not select LIBOR Rate Advances for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals Borrowing to be made, Converted or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI.continued if a Default has occurred and is continuing; (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (iv) if paid or payable to a third partyany Bank shall, or (ii) in connection with at any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud time prior to the Closingmaking of any requested Borrowing comprised of LIBOR Rate Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its LIBOR Lending Office to perform its obligations under this Agreement to make LIBOR Rate Advances or to fund or maintain LIBOR Rate Advances, then such Bank's Pro Rata Share of such Borrowing shall be made as a Prime Rate Advance, provided that such Prime Rate Advance shall be considered part of the same Borrowing and interest on such Prime Rate Advance shall be due and payable at the same time that interest on the LIBOR Rate Advances comprising the remainder of such Borrowing shall be due and payable; and such Bank agrees to use commercially reasonable efforts (2consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Bank, be required otherwise materially disadvantageous to bring such Bank; (vi) if the Administrative Agent is unable to determine the LIBOR Rate for LIBOR Rate Advances comprising any requested Borrowing, the right of the Borrower to select LIBOR Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a legal proceeding against Prime Rate Advance; (vii) if the Majority Banks shall, at least one Business Day before the date of any personrequested Borrowing, notify the Administrative Agent that the LIBOR Rate for LIBOR Rate Advances comprising such Borrowing will not adequately reflect the cost to such Banks of making or funding their respective LIBOR Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select LIBOR Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be a Prime Rate Advance; and (viii) if the Borrower shall fail to select the duration or continuation of any Interest Period for any LIBOR Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01 and paragraph (a) or (3b) have any obligation above, the Administrative Agent will forthwith so notify the Borrower and the Banks and such Advances will be made available to take any actions that unreasonably interfere with or impact the business Borrower on the date of such Indemnified Party; and (ii) the failure of Borrowing as Prime Rate Advances or, if an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementexisting Advance, Converted into Prime Rate Advances. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) Seller shall not be required to indemnify the Buyer Indemnitees for any Losses pursuant to Section 8.02 until the aggregate amount of all such Losses exceeds $50,000 IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067618-12.098505.0013" "" (the “Basket”), it being understood that if the Basket is exceeded, Buyer shall be entitled to claim the full amount (including the Basket) (tipping basket). (b) The aggregate amount of all Losses for which either the Seller or shall be liable pursuant to Section 8.02 shall not exceed the Purchase Price (the “Cap”). (c) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, 8.03 shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase PriceCap. (d) Each Party entitled to indemnification hereunder (eachNotwithstanding the foregoing, an “Indemnified Party”the limitations set forth in Section 8.04(a) and Section 8.04(c) shall take, and cause its affiliates not apply 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of fraud prior to the Closingany Fundamental Representation; (2ii) be required any breach or nonfulfillment of any post-Closing covenant (including, for the avoidance of doubt, those set forth in the Exhibits to bring a legal proceeding against any personthis Business Transfer Agreement); or (3iv) have any obligation to take any actions that unreasonably interfere with or impact Fraud committed by the business of such Indemnified applicable Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations Nothing set forth in under this Section 5.05 ARTICLE 8 shall apply with respect be construed to contractually eliminate any duty that any Indemnified Party may have under common law to mitigate such party’s Losses. (f) Neither Seller nor Buyer shall have liability for Losses to the extent that any insurance proceeds have actually been received to reimburse an Indemnified Party for such Loss. Buyer and Seller shall fully cooperate and use commercially reasonable efforts to file and pursue claims for any reasonably available insurance coverage amount for the reimbursement of any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationsustained by either Party.

Certain Limitations. (a) The aggregate amount for which either Except as set forth in Section 10.3(b) and Section 10.3(f), (i) no Seller or Buyer shall be liable pursuant for any Loss or Losses under Section 10.1(b) (other than any Loss or Losses resulting from, arising out of or relating to any breach of or inaccuracy in any representation or warranty made or deemed made by the Company in Section 5.02 4.16 or Section 5.03, as applicable, 4.3(a)(4)(y)) unless and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed until the amount of Purchase Price actually received Losses incurred by Sellerthe Buyer arising from any matter or series of matters relating to the same underlying fact, circumstance, action or event exceeds $50,000 (“Covered Losses”), (ii) the aggregate Liability of the Sellers in respect of indemnification obligations under this Article X shall in no event exceed an amount equivalent to the Retention Amount, if any (the “Cap”), and (iii) all claims by any Buyer Indemnitee in respect of the indemnification under this Article X for an amount in excess of the Cap shall be satisfied solely and exclusively by recovery under the R&W Insurance Policy. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject Notwithstanding anything to the provisions of this Article VI. (c) In no event contrary set forth herein, the Cap shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related not apply to the breachBuyer Indemnitees’ remedies, claims or alleged breach, indemnities against each Seller in respect of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, the indemnities set forth in Section 10.1(a) and Section 10.1(d) or (ii) knowing and intentional fraud of such Seller or the Company in connection with herewith or the Transactions (which claims under subsections (i) and (ii) can be asserted by any fraud on the part of Buyer Indemnitee against such Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller directly and [*****] liability for the lost profit, income or revenue shall will not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 limited to the minimum extent necessary Cap or to remedy recovery under the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000R&W Insurance Policy); provided, however, that the indemnification for subsection (i) no Indemnified Party shall: shall only be asserted against such Seller for an amount in excess of the Cap after (1A) be required to take any action to mitigate any Losses incurred the coverage under the R&W Insurance Policy has been exhausted or suffered (B) the insurer providing coverage under the R&W Insurance Policy has indicated to the extent based uponBuyer in writing that the claim (which is not a claim that is wholly excluded on the face of the R&W Insurance Policy) the Buyer submitted for coverage will not be paid, arising out ofbut only after the Buyer has used commercially reasonable efforts to pursue coverage for such claim under the R&W Insurance Policy; provided, with respect to or by reason of fraud prior to further, that the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business cumulative indemnification obligations of such Indemnified Party; Seller under this Agreement (except for claims for knowing and (iiintentional fraud of the Sellers) shall in no event exceed the failure of an Indemnified Party to use Purchase Price proceeds actually received by such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementSeller. (ec) Provided, however that none of the limitations Except as set forth in this Section 5.05 10.3(d) and Section 10.3(f), (i) the Buyer shall apply with respect to not be liable for any Loss or Losses arising fromunder Section 10.2(b) unless the Loss is a Covered Loss, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.and

Certain Limitations. (a) The Notwithstanding anything to the contrary contained herein, (i) the Ceding Company shall not be obligated to indemnify and hold harmless the Reinsurer Indemnified Persons under Section 9.02(a)(i) or Section 9.02(a)(ii) and (ii) the Reinsurer shall not be obligated to indemnify and hold harmless the Ceding Company Indemnified Persons under Section 9.02(b)(i), in each case, (A) with respect to any claim or series of related claims arising from the same or similar facts, unless such claim or series of claims involves Indemnifiable Losses of such Indemnitees in excess of $[***] (the “Threshold Amount”) and (B) unless and until the aggregate amount for which either Seller or Buyer shall be liable pursuant to of all Indemnifiable Losses of such Indemnitees (1) under Section 5.02 9.02(a)(i) or Section 5.039.02(b)(i), as applicable, and any other dispute regarding this Agreement relating to claims or series of related claims that exceed the Threshold Amount exceeds $[***] for all such Indemnifiable Losses (the “General Deductible Amount”) or (2) under Section 9.02(a)(ii) relating to claims or series of related claims that exceed the Threshold Amount exceeds $[***] (the “Specified Representation Deductible Amount”), at which point such Indemnitor shall be liable to the relevant Indemnitees for the value of such Indemnitee’s claims under Section 9.02(a)(i), Section 9.02(a)(ii) or Section 9.02(b)(i), as the case may be, that are in excess of the General Deductible Amount or the transactions contemplated herebySpecified Representation Deductible Amount, shall not exceed as applicable, subject to the amount of Purchase Price actually received by Sellerlimitations set forth in this Article IX. (b) No Party will The maximum aggregate liability of the Ceding Company for any all Indemnifiable Losses under (i) Section 9.02(a)(i) shall be entitled to indemnification $[***] (the “General Cap”) and (ii) Section 9.02(a)(ii) shall be $[***]. The maximum aggregate liability of the Reinsurer for any and all Indemnifiable Losses under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party 9.02(b)(i) shall be liable in full for $[***]. For the accumulated indemnifiable Losses subject to the provisions purposes of this Article VIAgreement, the Specified Representation Deductible Amount and the $[***] cap applicable to claims under Section 9.02(a)(ii) shall only be applicable to Indemnifiable Losses of the Retrocessionaire and its Affiliates and not to those of the Reinsurer and its Affiliates, and any such Indemnifiable Losses of the Retrocessionaire and its Affiliates under Section 9.02(a)(ii) shall not count towards the General Deductible Amount or the General Cap. (c) In no event Any Indemnifiable Losses shall be net of any Party be liable to (i) amounts recovered by the Indemnitee (including under the Retrocession Agreement or any other Party for any punitiveContract between the Reinsurer or its Affiliates, specialon the one hand, exemplaryand the Retrocessionaire or its Affiliates, or speculative damageson the other hand, related to the breachtransactions contemplated by this Agreement) for the Indemnifiable Losses for which such Indemnity Payment is made under any insurance policy, reinsurance agreement, warranty or alleged breachindemnity or otherwise from any Person other than a party hereto or one of its Affiliates as reduced by the amount of any costs reasonably incurred by the Indemnitee in seeking such recovery, of and the Indemnitee shall promptly reimburse the Indemnitor for any such amount that is received by it from any such other Person with respect to Indemnifiable Losses after any indemnification with respect thereto has actually been paid pursuant to this Agreement or less any costs incurred in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or recovering such amount and (ii) in connection with any fraud amounts reserved for on the part Final Statement of Seller in connection with this Agreement. Notwithstanding Net Settlement; provided that such reimbursement shall only be required to the foregoing, each Party shall have extent the right to recover all other indirect damages including, without limitation, lost profits, loss Indemnitee would otherwise retain an amount greater than the full amount of future revenue or income, diminution in value, loss the Indemnifiable Losses incurred by the Indemnitee as a result of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Priceunderlying claim. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) Indemnitee shall take, and cause its affiliates to take, all use commercially reasonable steps efforts to mitigate any Loss upon becoming aware of any event or circumstance that would all Indemnifiable Losses for which indemnification may 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered sought hereunder to the extent based upon, arising out of, with respect to or such mitigation is required by reason of fraud prior to Applicable Law; provided that the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business cost and expense of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate mitigation shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementIndemnifiable Losses hereunder. (e) ProvidedFor purposes of determining any Indemnifiable Losses or other recovery for a breach of Specified Representations the amount of Indemnifiable Losses resulting from data inaccuracies shall be determined on a net basis in the aggregate (but shall not be negative), however taking into account both the damages and the benefits to the respective Indemnitee from such data inaccuracies. Notwithstanding the foregoing, for forty-five days after the Ceding Company’s receipt of notice of a claim of breach of Specified Representations, the Ceding Company shall have the right to assert, with appropriate support, countervailing errors unrelated to the data errors underlying the Indemnitee’s claim; provided that none such assertion of countervailing errors shall be limited to those that were relevant to evaluation of the party seeking the indemnity. (f) For the avoidance of doubt, limitations on recovery amounts or the period during which recovery is available, in each case as set forth in this Section 5.05 Agreement, shall apply not be applied to any breach or non-fulfillment of any other agreement or covenant of the Ceding Company under any other Transaction Agreement, unless the same action, event, circumstance or occurrence would constitute a breach by the Ceding Company and its Affiliates of both this Agreement and the applicable Transaction Agreement. (g) Notwithstanding anything to the contrary in this Agreement, in no event shall the Ceding Company be subject to, or liable for, duplicative Indemnifiable Losses hereunder (it being agreed that the Reinsurer and the Retrocessionaire may suffer or incur different Indemnifiable Losses arising from the same underlying set of facts or circumstances); provided that the foregoing shall not limit an Indemnitee’s ability to make a claim as to a breach of more than one representation, warranty, covenant or agreement arising from the same state of facts. For the avoidance of doubt, no Indemnitee shall be entitled to duplication of recovery with respect to any Indemnifiable Losses arising fromunder the same underlying subject matter. To the extent that an Indemnitee has received payment from an Indemnitor in respect of an Indemnifiable Loss pursuant to the provisions of any other Transaction Agreement, in connection with such Indemnitee shall not be entitled to such Indemnifiable Loss from the same Indemnitor under this Agreement, and no Indemnitee may obtain duplicative indemnification or related toother recovery from the same Indemnitor for Indemnifiable Losses under one or more provisions of this Agreement, a breach that constitutes fraud or intentional misrepresentationon the one hand, and any other Transaction Agreement, on the other hand.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer Nothing in this Agreement shall be liable pursuant deemed to Section 5.02 require any Sublessor Entity to indemnify any TowerCo Indemnitee for or Section 5.03in respect of any of the Real Estate Representations. Without limiting the generality of the foregoing, the sole remedies of TowerCo or TowerCo Parent in respect of a breach of any Real Estate Representation by any Sublessor Entity shall be to cause (i) such Sublessor Entity to continue to use reasonable efforts to cure such breach, as applicablecontemplated by Section 4.5, and until the Final Closing Date, or (ii) the Site as to which such Real Estate Representation is breached to be, at the applicable Sublessor Entity's election, an Excluded Site or to defer the Closing of such Site to a later Closing Date, provided that the failure of any other dispute regarding such deferred Site to become an Included Site on or prior to the Final Closing shall not constitute a default under this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Sellergive TowerCo Parent or TowerCo any remedy. (b) No Party will be entitled Notwithstanding anything to indemnification under Section 5.02 or Section 5.03the contrary contained herein, as applicable, for no Sublessor Entity shall have any indemnifiable Losses obligation under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject Section 13 to TowerCo Indemnitees with respect to the provisions breach of this Article VIrepresentations, warranties, covenants or agreements by SBCW, unless, until and only to the extent that the aggregate of all TowerCo Indemnified Losses from all such breaches exceeds on a cumulative basis one percent (1%) of the aggregate amount of all Rent having been paid to SBCW or any other Sublessor Entity under the Sublease as of the date on which the claim for indemnification arose (the "Deductible Amount"), and then only to the extent of such excess amount. (c) In Anything in this Agreement to the contrary notwithstanding, in no event shall any Party Sublessor Entity be liable to any other Party under this Agreement for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none Section 13 in excess of 25% of the limitations set forth in this Section 5.05 shall apply with respect aggregate amount of the Rent having been paid to any Losses arising from, in connection with SBCW or related to, a breach that constitutes fraud or intentional misrepresentationsuch Sublessor Entity under the SBCW Sublease on account of the Site(s) owned by such Sublessor Entity as of the date on which the claim for indemnification arose (the "Maximum Indemnification").

Certain Limitations. Notwithstanding anything to the contrary in this Article 7: (ai) The aggregate amount for which either total payments made by Seller or to Buyer shall be liable pursuant Indemnitees with respect to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, Losses shall not exceed the amount of Purchase Price actually received by paid to Seller. (bii) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI The representations and warranties of Seller and Buyer shall survive until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000eighteen (18) month anniversary of the Closing; provided, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject that, notwithstanding anything to the provisions contrary in the foregoing, with respect to (A) the representations and warranties of this Article VISeller set forth in each of Section 4(a) (Organization), Section 4(b) (Authority), Section 4(c) (Ownership of the Shares), and Section 4(h) (No Other Representations and Warranties) shall survive the Closing indefinitely, and (B) the representations and warranties of Buyer set forth in each of Section 5(a) (Organization), Section 5(b) (Authority), Section 5(f) (Investment), Section 5(g) (Solvency), Section 5(h) (Independent Investigation) and Section 5(i) (No Other Representations and Warranties), shall survive the Closing indefinitely. (ciii) Payments made by an Indemnifying Party pursuant to Section 7(a) or Section 7(b) in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Claiming Party in respect of any such claim. The Claiming 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. (iv) In no event shall any Indemnifying Party be liable to any other Claiming Party for any punitive, specialincidental, exemplaryconsequential, special or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, including lost profits, loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement, or incidental diminution of value or any damages except the Seller and [*****] liability based on any type of multiple (other than indemnification for the lost profit, income amounts paid or revenue shall not exceed the Purchase Pricepayable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required). (dv) Each Party In no event shall either Buyer, on the one hand, or Seller, on the other hand, be entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, duplicate compensation with respect to any claims or any breach of representation, warranty or covenants herein asserted under the terms of this Agreement, even though such claim or breach may be addressed by reason more than one provision of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (evi) Provided, however that none Seller shall not be liable under this Article 7 for any Losses based upon or arising out of any inaccuracy in or breach of any of the limitations set forth representations or warranties of Seller contained in this Section 5.05 shall apply with respect Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationthe Closing.

Certain Limitations. (a) The Notwithstanding anything herein to the contrary, Purchaser shall incur no obligation or liability to the Seller Indemnitees under provision (2) of Section 13.3 until the aggregate amount for total of all such Losses exceeds $450,000.00, in which either Seller or Buyer event Purchaser shall be liable pursuant required to Section 5.02 pay or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable all such Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not that exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)$450,000.00; provided, however, that this limitation shall not apply to the Purchaser Fundamental Representations. (ib) Notwithstanding anything herein to the contrary, Seller shall incur no Indemnified Party shall: obligation or liability to the Purchaser Indemnitees under provision (13) of Section 13.4 until the aggregate total of all such Losses exceeds $450,000.00, in which event Seller shall be required to take any action to mitigate any pay or be liable for all such Losses incurred or suffered that exceed $450,000.00; provided, however, that this limitation shall not apply to the extent based uponSeller Fundamental Representations. (c) Any such liability or obligation shall be limited to economic damages incurred by Purchaser due to such breach and Purchaser shall not be entitled to seek to rescind the transaction by reason of a failure of a condition precedent to Closing. (d) The representations, arising out ofwarranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect to thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions fact that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition to this AgreementClosing, as the case may be. (e) Provided, however that none Solely for purposes of determining the limitations set forth in amount of Losses under this Section 5.05 shall apply ARTICLE XIII with respect to any inaccuracy in or breach of any representation, warranty or covenant, the amount of Losses arising fromshall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation, in connection with warranty or related to, covenant (such qualifiers shall continue to apply for purposes of determining whether a breach occurred). (f) Notwithstanding anything to the contrary contained in this Agreement: (1) Seller shall not be required to indemnify Purchaser Indemnitees under provision (3) of Section 13.4 for aggregate Losses in excess of twenty percent (20%) of the Purchase Price, provided, however, that constitutes fraud or intentional misrepresentationthis limitation shall not apply to the Seller Fundamental Representations, (2) Seller’s liability under Section 13.2(f) shall be reduced by the amount of the P&A Escrow released to Purchaser pursuant to Section 3.4(b), if any, and (3) Seller’s aggregate liability under this Agreement shall in no event exceed 100% of the Purchase Price.

Certain Limitations. (ai) The aggregate Notwithstanding anything to the contrary contained in this Agreement (A) in no event shall Seller be required to pay the Seller Termination Fee on more than one occasion, and (B) in the event that a No Vote Fee has already been paid under Section 8.3(a)(iv) or the Buyer Expenses have already been paid under Section 8.3(a)(v), Seller shall be entitled to credit the amount of the Buyer Expenses or No Vote Fee actually paid against the amount of the Seller Termination Fee it is required to pay under Section 8.3(a)(i), if any. (ii) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 11.8 (which shall not be limited by this Section 8.3(b)(ii)) and Section 8.4 and other than as set forth in Article IX and Article X), Buyer’s right to receive payment from Seller of the Seller Termination Fee and the No Vote Fee and the Buyer Expenses pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy of Buyer against Seller and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees (collectively, the “Seller Related Parties”) for which either all Losses suffered as a result of the failure of the Second Tranche Acquisition to be consummated, and upon payment of such amount, none of the Seller Related Parties shall have any further liability or obligation relating to or arising out of the Second Tranche Acquisition (except that, to the extent any failure to consummate the Second Tranche Acquisition resulted, directly or indirectly, from an Intentional Breach of this Agreement by Seller or HNR or such Intentional Breach by Seller or HNR shall cause the Final Closing not to occur, Buyer shall be liable entitled to both the payment of the Seller Termination Fee or the Buyer Expenses (to the extent owed pursuant to Section 5.02 or Section 5.03, as applicable, 8.3(a)) and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitiveLosses, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based uponproven, arising out of, with in respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and Intentional Breach (ii) as reduced by any Seller Termination Fee or Buyer Expenses previously paid by the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementSeller). (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The Notwithstanding anything in this Agreement to the contrary, (A) Pfizer shall not have any obligation to indemnify any Purchaser Indemnified Party under Section 8.1(a) (iv) for Losses unless the aggregate amount of all such Losses for which either Seller or Buyer Pfizer would, but for this provision, be liable exceeds on a cumulative basis $750,000, in which event Pfizer shall be liable responsible only for Losses in excess of $750,000 and (B) Pfizer shall not have any obligation to indemnify any Purchaser Indemnified Party under Section 8.1(a) (iv) for Losses on a cumulative basis, including Losses incurred by any other Purchaser Indemnified Party, in excess of an amount equal to the Closing Date Payment less any (x) reductions in the principal amount of the Purchaser's Note, (y) credits against the payments otherwise due and owing pursuant to Section 5.02 or Section 5.03, as applicable2.6(b), and any other dispute regarding this Agreement or the transactions contemplated hereby(z) payments made by Pfizer to Purchaser, shall not exceed the amount each of Purchase Price actually received by Seller(x), (y) and (z) pursuant to Section 2.7(d). (b) No Party will be entitled With respect to Environmental Claims (as defined herein) seeking additional Remedial Action arising from unknown or unforeseen conditions related to a Scheduled Environmental Commitment following the completion of such Scheduled Environmental Commitment, Pfizer's indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party obligations shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except following cost sharing: (i) if paid or payable to an Environmental Claim is asserted in the first year following completion of a third partyScheduled Environmental Commitment, or Pfizer shall bear seventy-five percent (75%) of the costs and Purchaser twenty-five percent (25%) of the costs; (ii) if an Environmental Claim is asserted in connection with any fraud on the part second or third year following completion of Seller in connection with this Agreement. Notwithstanding a Scheduled Environmental Commitment, Pfizer shall bear fifty percent (50%) of the foregoing, each Party shall have costs and Purchaser fifty percent (50%) of the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Partycosts; and (iiiii) if an Environmental Claim is asserted in the failure fourth or fifth year following completion of an Indemnified Party to use such efforts to mitigate a Scheduled Environmental Commitment, Pfizer shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. bear twenty-five percent (e25%) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with costs and Purchaser seventy-five percent (75%) of the costs. With respect to any Losses Environmental Claims asserted in the sixth year or thereafter following completion of a Scheduled Environmental Commitment, Purchaser shall bear all costs of additional Remedial Actions. For purposes of this Section, "Environmental Claim" means any notice of violation, action, claim, demand, abatement or other order or direction (conditional or otherwise) arising from, in connection with under Environmental Laws by any Governmental Authority or related to, a breach that constitutes fraud or intentional misrepresentationany other Person.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer NaPro shall be liable pursuant obligated to Section 5.02 or Section 5.03, effect Demand Registrations as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that follows: (i) no Indemnified Party shall: more than two (12) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, Demand Registrations with respect to or by reason the Initial Shares, any of fraud prior to the Closing; which two (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions Demand Registrations that unreasonably interfere with or impact has not been exercised shall lapse as of the business of such Indemnified PartyFirst Additional Closing Date; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. no more than two (e2) Provided, however that none of the limitations set forth in this Section 5.05 shall apply Demand Registrations with respect to the aggregate of the Initial Shares and the First Additional Shares after the First Additional Closing Date, any Losses arising fromof which two (2) Demand Registrations that has not been exercised shall lapse as of the Second Closing Date; and (iii) no more than two (2) Demand Registrations with respect to the Shares as of the Second Additional Closing Date. NaPro shall be obligated to effect no more than three (3) Piggyback Registrations with respect to all of the Shares. A Registration will not count as one of the permitted Registrations under this paragraph 6 until it has become effective. If a Registration has remained effective for the Registration Period, such Registration shall be deemed to have been effected regardless of whether any of the Shares are ultimately sold pursuant to the Registration. A Registration that does not become effective after NaPro has filed a registration statement with respect thereto solely by reason of ▇▇▇▇▇▇'▇ refusal to proceed (other than any refusal to proceed based upon: (i) the advice of its counsel that the registration statement, or the prospectus contained therein, or other documents incorporated by reference therein, contain or contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in connection with the light of the circumstances then existing; or related to, (ii) a breach that constitutes fraud material adverse change in the condition (financial or intentional misrepresentationother) of NaPro after such registration statement has been filed) shall be deemed to have been effected by NaPro. The Demand Registration and Piggyback Registration rights of ▇▇▇▇▇▇ shall be assignable by ▇▇▇▇▇▇ only to wholly owned subsidiaries of ▇▇▇▇▇▇ to which ▇▇▇▇▇▇ has transferred all of its Shares.

Certain Limitations. (a) The aggregate Notwithstanding the foregoing, the Indemnifying Sellers shall not have any Liability to the Parent Indemnified Parties for any 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 which either Seller all such Damages from 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 Buyer 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 Sellers, only such Indemnifying Sellers shall be liable pursuant to Section 5.02 the Parent Indemnified Parties in respect of such Fraud. Any Damages based upon, arising out of, or Section 5.03by reason of (x) any breach of the Fundamental Representations, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, (y) Fraud shall not exceed count toward the amount of Purchase Price actually received by SellerGeneral Indemnity Cap, but shall be subject to the caps described in Section 7.2(b). (b) No All Damages shall be net of any amounts actually recovered by the applicable Indemnified Party will be entitled 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 claim for indemnification hereunder, including by making any insurance or other claims under Section 5.02 applicable Insurance Policies then in effect or Section 5.03other collateral sources, as applicablein each case, that reasonably relate to or provide coverage with respect to any Damages for which any indemnifiable Losses Indemnified Party has been indemnified under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) VII. In no event shall any Indemnifying Party be liable have any liability to any other the Indemnified Party for any punitive, special, exemplary, incidental, consequential, special or speculative indirect damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profitsincluding business interruption, loss of future revenue or income, diminution in value, loss of business reputationreputation or opportunity relating to the breach or alleged breach of this Agreement or any other Transaction Document, or incidental diminution of value or any damages except based on any type of multiple; provided, that an Indemnifying Party shall be liable to the Seller and [*****] liability Indemnified Party for such punitive or exemplary damages to the lost profitextent they are recovered against an Indemnified Party pursuant to a Third Party Claim. (c) 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, income or revenue the Indemnified Party shall repay to the Indemnifying Parties, promptly after such determination, any amount that the Indemnifying Parties would not exceed have had to pay pursuant to this Article VII had such determination been made at the Purchase Pricetime of such payment. (d) Each Party entitled The Sellers shall have no indemnification obligation for Damages with respect to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to Taxes reflected in the extent based uponcalculation of Merger Consideration, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) any Taxes arising from actions taken by Parent, the failure Company, the First-Step Surviving Corporation, the Surviving Entity or any affiliate on the Closing Date and after the Closing outside of an Indemnified Party to use such efforts to mitigate shall the ordinary course of business and not constitute a defense to contemplated by this Agreement and (iii) the Indemnifying Party’s obligations to indemnify amount or availability of any net operating loss, capital loss, Tax credits, Tax basis or other Tax asset or attribute of the Indemnified Party pursuant to this AgreementCompany in any taxable period (or portion thereof) beginning after the Closing Date. (e) Provided, however that none of Subject to the limitations set forth in this Section 5.05 shall apply 7.5, any claims for indemnification with respect to Company breaches and any Losses arising fromclaims 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 connection 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 related toin 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 that constitutes fraud of more than one representation, warranty, obligation or intentional misrepresentationcovenant 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 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 breach of a representation or warranty, any materiality, Material Adverse Effect or similar qualification limiting the scope 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) The aggregate amount for which either Seller Notwithstanding anything to the contrary contained herein, the other Transaction Agreements, the SP Parties Disclosure Schedule, or Buyer shall be liable pursuant to any of the Schedules or Exhibits hereto or thereto, the Retrocessionaire acknowledges and agrees that neither the SP Parties nor any of their Affiliates, nor any Representative of any of them, makes or has made, and the Retrocessionaire has not relied on, any inducement, promise, representation or warranty, oral or written, express or implied, other than except as expressly made by the SP Parties in Article III or in Section 5.02 15.17 of the LPT Agreements or Section 5.0322 of the Trust Agreements. Without limiting the generality of the foregoing, other than as applicableexpressly set forth in Article III, and no Person has made any representation or warranty to the Retrocessionaire with respect to the Subject Business or any other dispute regarding this Agreement matter, including with respect to (i) the probable success or profitability of the Subject Business after the Closing, or (ii) the accuracy or completeness of any information, documents, or material made available to the Retrocessionaire, its Affiliates, or their respective Representatives in any “data rooms,” information memoranda, management presentations, functional “break-out” discussions, or in any other form or forum in connection with the transactions contemplated herebyby this Agreement, including any estimation, valuation, appraisal, projection, or forecast. With respect to any such estimation, valuation, appraisal, projection, or forecast (including as set forth in any confidential information memoranda prepared by or on behalf of the SP Parties in connection with the transactions contemplated by this Agreement), the Retrocessionaire acknowledges that: (i) there are uncertainties inherent in attempting to make such estimations, valuations, appraisals, projections, and forecasts; (ii) it is familiar with such uncertainties; (iii) it is not acting and has not acted in reliance on any such estimation valuation, appraisal, projection, or forecast delivered by or on behalf of the SP Parties to the Retrocessionaire, its Affiliates or their respective Representatives; (iv) such estimations, valuations, appraisals, projections, and forecasts are not and shall not exceed be deemed to be representations or warranties of the amount SP Parties or any of Purchase Price actually received by Sellertheir Affiliates; and (v) it shall have no claim against the SP Parties or any of their Affiliates with respect to any such valuation, appraisal, projection, or forecast. (b) No Party The SP Parties make no express or implied representation or warranty hereby or otherwise under this Agreement as to the future experience, success or profitability of the Subject Business, whether or not conducted in a manner similar to the manner in which such business was conducted prior to the Closing, that the reserves held by or on behalf of the SP Parties in respect of the SINT Contracts or the assets supporting such reserves have been or will be entitled to indemnification under Section 5.02 adequate or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full sufficient for the accumulated indemnifiable Losses subject to purposes for which they were established, that the provisions reinsurance recoverables taken into account in determining the amount of this Article VIsuch reserves will be collectible, or except where specifically stated in Section 3.10, or whether such reserves were calculated, 1008797259v13 established, or determined in accordance with any actuarial, statutory, or other standard, or the effect of the adequacy or sufficiency of reserves on any financial statement “line item” or asset, liability, or equity amount that would be affected by any of the foregoing (other than as set forth in Section 3.10 and Section 3.11). (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except The Retrocessionaire further acknowledges and agrees that it (i) if paid or payable to a third partyhas made its own inquiry and investigation into and, or based thereon, has formed an independent judgment concerning the Subject Business, (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoinghas been provided adequate access to such information as it has deemed necessary to enable it to form such independent judgment, each Party shall have the right (iii) has had such time as it deems necessary and appropriate fully and completely to recover all other indirect damages includingreview and analyze such information, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall takedocuments, and cause its affiliates other materials, and (iv) has been provided an opportunity to take, all reasonable steps to mitigate any Loss upon becoming aware ask questions 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, SP Parties with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; information, documents, and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.other materials. 1008797259v13

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer representations and warranties made in this Agreement by the Company shall be liable pursuant deemed for all purposes to Section 5.02 be qualified by the disclosures made in the Company Disclosure Schedule, regardless of whether in the case of any particular representation or Section 5.03, as applicable, and warranty such representation or warranty refers to the specific section of the Company Disclosure Schedule in which disclosure is made or to any other dispute regarding portion thereof, so long as the relevance of a disclosure to the matter in question in another portion of the Company Disclosure Schedule is reasonably apparent. (b) The parties hereto expressly acknowledge that regardless of the facts or circumstances, (i) no financial advisor, attorney, director, officer, employee, member, manager, stockholder or other representative of any party (a "REPRESENTATIVE") had, has or will have any duty to any other party in connection with this Agreement or the transaction contemplated hereby and (ii) no party will have any right of recovery against a Representative of any other party by reason of this Agreement or the transactions contemplated herebyhereby on any theory, whether for alleged breach of contract, negligent misrepresentation, actual or constructive fraud, federal or state securities or other laws or otherwise; PROVIDED, HOWEVER, that nothing in this Section shall not exceed relieve any party of liability for the amount acts or omissions of Purchase Price actually received by Seller. (b) No Party will be entitled its Representatives to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses the extent such liability attaches under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals Agreement or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions applicable principles of this Article VIlaw. (c) In no event shall The parties hereto hereby waive any Party and all claims or causes of action that might be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or asserted in connection with any transaction the transactions contemplated herebyby this Agreement, including under common law (including common law fraud, constructive fraud, negligent misrepresentation or similar theories) or federal or state securities law including Rule 10b-5 under the Securities Exchange Act, trade regulation, environmental or other laws, except (i) if paid for claims or payable causes of action brought under and subject to a third party, or (ii) in connection with any fraud on the part terms of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled of the parties is a sophisticated legal entity that was advised by experienced counsel and, to indemnification hereunder (eachthe extent it deemed necessary, an “Indemnified Party”) shall takeother advisors in connection with this Agreement, the events giving rise hereto 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 theretothe transactions contemplated hereby, including incurring costs only to the minimum extent necessary to remedy Merger (collectively, the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars "Transaction"). Accordingly, each of the parties hereby acknowledges and agrees (US$10,000); provided, however, that on behalf of itself and its affiliates) that: (i) No party has relied or will rely upon any written or oral information previously furnished to or discovered by it or its representatives (including without limitation data room information or oral or written information previously furnished by or on behalf of the Company in connection with the Transaction, including without limitation information furnished by the Company, any affiliate of any of the Company or any of their respective Representatives, other than this Agreement (including the Schedules hereto); (ii) There are no Indemnified Party shall: representations or warranties by or on behalf of any party hereto, the Company, any of their respective affiliates or any Company Representative in respect of the Transaction other than those expressly set forth in this Agreement (1including the Schedules hereto); and (iii) be required to take any action to mitigate any Losses incurred or suffered to the extent based uponThe parties' respective rights, arising out of, obligations and remedies with respect to or by reason of fraud prior to the Closing; (2) Transaction will be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party solely pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of applicable VWAP Purchase Price actually received by Seller. Maximum Amount, (b) No Party will shall not cause the Aggregate Limit or the Beneficial Ownership Limitation to be entitled to indemnification under Section 5.02 or Section 5.03exceeded, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. and (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection when such Shares are aggregated with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required all Initial Commitment Shares, (2) all Initial Purchase Shares, (3) all Additional Commitment Shares issued or issuable by the Company to take any action the Investor under this Agreement (for purposes of this clause (c) of this Section 7.3(viii), if the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase occurs prior to mitigate any Losses incurred the Additional Commitment Share Trigger Date, the Company shall assume the maximum of 200,000 Additional Commitment Shares are then issuable to the Investor under this Agreement and shall aggregate all such 200,000 Additional Commitment Shares with all other Securities that have been issued by the Company pursuant to this Agreement prior to such VWAP Purchase Condition Satisfaction Time for such applicable VWAP Purchase), and (4) all Shares that have been issued or suffered are issuable by the Company pursuant to all VWAP Purchase Notices delivered prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase, shall not cause the Exchange Cap (to the extent based uponapplicable under Section 3.3) to be exceeded, arising out ofunless in the case of this clause (c) of this Section 7.3(viii), with respect to or by reason the Company’s stockholders have theretofore approved the issuance of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to Common Stock under this Agreement. (e) Provided, however that none Agreement in excess of the limitations set forth Exchange Cap in this Section 5.05 shall apply accordance with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationthe applicable rules of the Trading Market.

Certain Limitations. (a) The aggregate amount No claim, or recovery in respect thereof, for which either Seller breach of any representation or Buyer warranty (except representations and warranties contained in Section 5.14) shall be liable pursuant to Section 5.02 allowed (i) unless the amount recoverable in respect of each claim or Section 5.03, as applicable, and any other dispute regarding this Agreement group of related claims exceeds Forty Thousand United States dollars (US $40,000) (or the transactions contemplated herebyforeign currency equivalent thereof) and the amount recoverable in respect of all such qualifying claims exceeds Twenty Million United States dollars (US $20,000,000) in the aggregate (or the foreign currency equivalent thereof), in which case the liability of the Indemnifying Party shall not exceed be restricted to merely the amount of Purchase Price actually received by Sellerexcess over the threshold amounts referred to above; and (ii) with respect to an obligation which is contingent, unless and until the obligation becomes actual. (b) No Party will The amounts which, but for this Paragraph (b), would be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses recoverable under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,00010, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject reduced to the provisions extent of this Article VIany insurance proceeds recoverable in respect thereof by the Indemnified Party or any of its Affiliates under any policy of insurance carried by any of them. (c) In The Indemnifying Party shall have no event shall liability hereunder for a breach of any Party be liable to any other Party for any punitive, special, exemplary, representation or speculative damages, related warranty to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except extent that: (i) if paid in the case of ABB, a specific provision or payable to a third party, reserve in respect of the relevant Losses was made in the Financial Statements or such Losses were deducted in the calculation of the Actual Equity; (ii) in connection with the case of ABB, any fraud on specific provision or reserve made as aforesaid proves insufficient only by reason of any reduction of Tax allowances or reliefs after the part Closing Date; (iii) such Losses would not have arisen but for any alteration or repeal or enactment of Seller any Applicable Law after the Closing Date; (iv) such Losses would not have arisen but for any change in connection with this Agreement. Notwithstanding the foregoingaccounting policies, each practices or procedures adopted by the Indemnified Party and/or its Affiliates or for any other act or omission by any of them after the Closing Date; or (v) such Losses would not have arisen but for a failure by the Indemnified Party or any of its Affiliates to take reasonable steps to mitigate the effect of the circumstances giving rise to the claim. (d) Without limiting either party's rights under Article 8, the Indemnifying Party shall have no liability hereunder for a breach of any representation or warranty if the right matter in question is subject to recover any indemnity (other than the indemnity referred to in clause (i) of Section 10.1) given by the Indemnifying Party in this Agreement, whether or not, under such indemnity, a portion of the Losses is to be absorbed by the Indemnified Party. (e) Except with respect to claims relating to Taxes, the aggregate liability of the Indemnifying Party for all other indirect damages including, without limitation, lost profits, loss claims pursuant to clause (i) of future revenue or income, diminution in value, loss Section 10.1 shall be limited to an aggregate amount equal to seventy percent (70%) of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (df) Each No special, indirect, consequential or punitive damages or losses of any kind (including but not limited to loss of profits, loss of revenue, loss of use, loss of production, costs of capital or costs connected with the interruption of operation), regardless of the legal theory on which the claim is based, shall be recoverable hereunder. (g) If a failure by the Indemnifying Party duly to perform its obligations under this Agreement is capable of being remedied, the Indemnified Party shall not be entitled to compensation for any breach unless the Indemnifying Party is given written notice of such failure and either (i) fails to commence remedial action within thirty (30) days of such notice, (ii) fails to pursue such action diligently at all times thereafter until the original failure has been remedied, or (iii) fails to remedy the original failure within one hundred eighty (180) days after such notice. (h) The Indemnified Party shall use all reasonable efforts to pursue any and all rights to reimbursement, recovery or indemnification with respect to all Losses for which it is entitled to indemnification hereunder under this Article 10 pursuant to any Contract, insurance policy or arrangement with any Person (each, an “other than Affiliates of the Indemnified Party”) shall take, and cause its affiliates prior to take, all reasonable steps to mitigate bringing 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 claim against the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnifying Party under this Article 10. The Indemnified Party shall: (1) shall not be required to take expend any action to mitigate material sum or commence any Losses incurred litigation or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal arbitration proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to unless the Indemnifying Party’s obligations Party expressly agrees to indemnify the Indemnified Party pursuant to this Agreementfor such expenditure and any Losses incurred by the Indemnified Party in such litigation or arbitration. (ei) ProvidedNothing in Section 10.3(a)(ii), however (g) or (h) shall preclude the Indemnified Party from giving the Indemnifying Party notice of any claim in accordance with Section 10.7, in which case such claim, if such notice is given within the applicable time period provided for in Section 10.7, shall not be time-barred under that none of the limitations set forth in this Section 5.05 shall apply Section; PROVIDED that, with respect to Section 10.3(a)(ii), any Losses arising fromclaim pursuant thereto shall be time-barred ninety (90) days after the date that the relevant obligation becomes actual, unless prior to the expiration of such ninety (90) day period the Indemnified Party shall have notified the Indemnifying Party of such fact and shall have demanded payment of such claims; and PROVIDED FURTHER that with respect to Sections 10.3(g) and (h), such tolling period shall terminate (i) in connection with the case of Section 10.3(g), when the Indemnifying Party shall have notified the Indemnified Party that it has ceased pursuit of a remedy of the alleged breach in question or, if earlier, the expiration of the 180-day period provided for in such Section and (ii) in the case of Section 10.3(h), when the Indemnified Party shall have ceased pursuing rights to reimbursement, recovery or related to, a breach that constitutes fraud or intentional misrepresentationalternative indemnification pursuant to such Section.

Certain Limitations. (a) The aggregate amount for which either Notwithstanding anything to the contrary contained in this Agreement, the rights of the Buyer Indemnified Parties and the Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled Indemnified Parties to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party 14 shall be liable limited as follows: (i) no Claim Notice for indemnification may be provided with respect to any Claim for breach of a representation, warranty, covenant or other agreement in full this Agreement (x) beyond the survival period specified in Section 14.2(c) or (y) prior to the Closing; (ii) Seller’s aggregate liability for all claims made under Section 14.2(a) shall be limited to and shall not $9,000,000; (iii) Seller shall have liability for claims made under Section 14.2(a)(iii) only to the accumulated indemnifiable Losses subject to extent that such claims in the aggregate exceed a deductible amount equal $536,250 (the “Deductible”); (iv) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 14.2 SHALL BE WITHOUT REGARD TO THE INDEMNIFIED PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; (v) the provisions of this Section 14.2 shall apply in such a manner as not to give duplicative effect to any item of adjustment. If there has been an adjustment to the Purchase Price pursuant to Section 2.2 or Article VI.12 for any Loss, there shall not be any charge against the Deductible for any such Loss that gave rise to such adjustment in the Purchase Price pursuant to Section 2.2 or Article 12 to the extent of the amount of such Loss given effect in such adjustment to the Purchase Price; (cvi) In no event the amount of any Losses for which indemnification is provided under this Section 14.2 shall be computed net of any insurance or other proceeds actually received by the Indemnified Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with such Losses. Each of the Buyer Indemnified Parties and each of the Seller Indemnified Parties shall pursue in good faith claims under any transaction contemplated hereby, except applicable insurance policies and against other third parties who may reasonably be expected to be responsible for such Losses; and (ivii) if paid or payable upon payment of any Losses with respect to a third partyClaim pursuant to this Section 14.2, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Indemnifying Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered subrogated to the extent based upon, arising out of, of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any Person with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business subject matter of such Indemnified Party; and (ii) the failure of an Claim. The Indemnified Party shall assign such rights to use such efforts to mitigate shall not constitute a defense to and otherwise reasonably cooperate with the Indemnifying Party’s obligations , at the cost and expense of the Indemnifying Party, to indemnify the Indemnified Party pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and Notwithstanding any other dispute regarding this Agreement or the transactions contemplated herebyprovision hereof, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party Seller be liable for or obligated to indemnify Buyer and Guarantor from and against any other Party for any punitiveconsequential, special, exemplary, indirect or speculative special damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, business interruption and loss of business reputationopportunities or goodwill. This exclusion of any such consequential, indirect or incidental special damages except shall apply whether the action in recovery of damages is sought based on contract, tort (including sole, concurrent or other negligence or strict liability), statute or otherwise. To the extent permitted by law, any statutory remedies which are inconsistent with this Section 8.05(a) are hereby waived by Buyer and Guarantor. (b) Seller's obligation to indemnify for Buyer Losses under Section 8.01 of this Agreement shall accrue only if the aggregate of all such Buyer Losses exceeds Fifty Thousand Dollars ($50,000) and then Seller and [*****] liability shall be liable for such Buyer Losses only to the lost profitextent that they exceed such amount, income with the exception of Seller's obligation to indemnify for Buyer Losses in the nature of Management Employee claims set forth in subsection 8.01(a)(iv) above, which obligation will be without monetary limit or revenue threshold. (c) Seller's obligation to indemnify for Buyer Losses shall not exceed be limited to an amount or amounts in the aggregate equal to fifty percent (50%) of the total Purchase Price. (d) Each Party entitled to indemnification hereunder If on the Closing Date either party (eachthe "first party") has actual knowledge of the untruth, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware inaccuracy or breach of any event representation or circumstance that would be reasonably expected towarranty by the other party contained in this Agreement or the Documents, or doesthen any liability, give rise theretoobligation, claim, loss, cost, damage and expense, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based uponattorneys fees and disbursements, arising out of, with respect to of or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate resulting therefrom shall not constitute a defense to be included as part of Losses of the Indemnifying Party’s obligations first party and the other party shall have no obligation to indemnify the Indemnified Party pursuant to this Agreementfirst party therefor. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. Holder shall not sell, transfer, pledge, or ------------------- otherwise dispose of, or reduce Holder's interest in or risk relating to, any shares of Ascend Common Stock issued to Holder pursuant to the Merger or upon exercise of any Assumed Options until after such time as Ascend has published (awithin the meaning of SEC Accounting Series Release No. 135, as amended) The aggregate amount for which either Seller financial results covering at least 30 days of combined operations of Ascend and StonyBrook. From and after the publication of such results, Holder may sell or Buyer otherwise dispose of the shares of Ascend Common Stock registered pursuant to this Agreement, subject to the following restrictions: (i) Holder shall not offer, sell, exchange, pledge, transfer or otherwise dispose of or engage in any Sale Equivalent Transaction with respect to, any of the shares of Ascend Common Stock issued or issuable upon exercise of Holder's Assumed Options unless at such time such transaction shall be liable permitted pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI.SEC Rule 145 under the Securities Act (including any applicable limitations on the amount of Ascend Common Stock to be sold as set forth in Rule 145(d)(1) and the provisions of Rule 144 referred to therein), or Holder shall have furnished to Ascend an opinion of counsel, satisfactory to Ascend, to the effect that no registration under the Securities Act would be required in connection with the proposed offer, sale, exchange, pledge, transfer or other disposition or Sale Equivalent Transaction, or a Registration Statement under the Securities Act covering the proposed offer, sale, exchange, pledge, transfer or other disposition or Sale Equivalent Transaction shall be effective under the Securities Act; (cii) In no event Holder shall not offer or sell any Party of the shares of Ascend Common Stock issued or issuable upon exercise of Holder's Assumed Options except during such periods as directors, officers and Affiliates of Ascend are permitted to purchase and sell Ascend Common Stock pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies of Ascend (the "Window Periods"); and -------------- (iii) during the effective period of the Registration Statement, Holder shall (A) offer for sale under the Registration Statement only those shares of Ascend Common Stock which were issued to Holder upon exercise of the Assumed Options and are registered under the Registration Statement; (B) sell such shares in accordance with and subject to the terms, conditions and covenants set forth in this Agreement and in the Registration Statement; (C) to the extent required by applicable law, cause to be liable furnished to any other Party for any punitivepurchaser of such shares, special, exemplary, or speculative damages, related and to the breachbroker-dealer, if any, through whom such shares may be offered, a copy of the final prospectus contained in the Registration Statement, as supplemented or alleged breach, amended through the date of this Agreement or the sale (the "Prospectus"); (D) not engage in ---------- any stabilization activity in connection with any transaction contemplated hereby, except Ascend securities other than as permitted under the Exchange Act; and (iE) if paid not bid for or payable purchase any securities of Ascend or any rights to a third partyacquire Ascend securities, or attempt to induce any person to purchase any Ascend securities (except for Holder's shares of Ascend Common Stock to be sold to such person by means of the Prospectus) or any rights to acquire Ascend securities other than as permitted under the Exchange Act. The restrictions set forth in subparagraph (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified Party”Section 4(b) shall takecease without further action of the parties upon and in the event of the death of Holder, 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 Ascend shall amend the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered Registration Statement to the extent based upon(if any) necessary to permit Holder's estate, arising out ofpersonal representative(s), with respect devisees and heirs, as the case may be, to or by reason resell Holder's remaining shares of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party Ascend Common Stock pursuant to this AgreementRegistration Statement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount for which either liability of the Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03the Buyer, as applicable, and any other dispute regarding for claims under this Agreement or shall be limited by the transactions contemplated herebyfollowing: (a) At any time after the Survival Date, (i) the Seller shall not exceed have no further obligations under this Article 10 for breaches of representations and warranties of the amount Seller, except for Damages with respect to which the Buyer Indemnitee has given the Seller written notice prior to such date in accordance with Section 10.4 and (ii) the Buyer shall have no further obligations under this Article 10 for breaches of Purchase Price actually received by Sellerrepresentations and warranties of the Buyer, except for Damages with respect to which the Seller Indemnitee has given the Buyer written notice prior to such date in accordance with Section 10.4. (b) No Party will The amount of Damages otherwise recoverable under this Article 10 shall be entitled (i) reduced to indemnification under Section 5.02 the extent to which any Federal, state, local or Section 5.03foreign tax liabilities of the Seller Indemnitee or the Buyer Indemnitee, as applicable, for or any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or Affiliates is decreased by reason of fraud prior any Damage in respect of which such Seller Indemnitee or Buyer Indemnitee, as applicable, shall be entitled to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; indemnity under this Agreement and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense increased to the Indemnifying Party’s obligations extent to indemnify which any Federal, state, local or foreign tax liabilities are incurred by the Indemnified Party pursuant to this Agreement. (e) ProvidedSeller Indemnitee or the Buyer Indemnitee, however that none as applicable, or any of its Affiliates as a result of the limitations set forth in this Section 5.05 shall apply receipt of the indemnity so that, after any such decrease or increase, the position of the indemnified party is the same on an after tax basis as it would have been had there been neither any tax benefit nor any tax cost associated with respect to any Losses arising from, in connection with either the Damage or related to, a breach that constitutes fraud or intentional misrepresentationthe indemnity.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to indemnification obligations of Sellers under Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, 6.1(b) shall not exceed apply to the amount first $1,000,000, in the aggregate, of Purchase Price actually received Losses referred to therein, except to the extent that such Losses may be incurred by Sellervirtue of or result from fraud or intentional misrepresentation. (b) No Party will be entitled to The indemnification obligations of Sellers under Section 5.02 or Section 5.03Sections 6.1(b) shall not exceed $10,000,000 in the aggregate, as applicable, for any indemnifiable Losses and the indemnification obligations of each Seller under this Article VI until shall not exceed the indemnifiable aggregate Purchase Price received by such Seller for his, her or its Shares; provided however, that the foregoing limitations shall not apply to any Losses have an aggregated cumulative amount which equals resulting from a breach of the representations and warranties contained in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) or exceeds $100,000, after which time such indemnifying Party shall Section 2.7(a) (Ownership and Condition of Assets) or that that may be liable in full for the accumulated indemnifiable Losses subject to the provisions incurred by virtue of this Article VIor result from fraud or intentional misrepresentation. (c) In no event All representations and warranties of Sellers contained in this Agreement shall any Party be liable to any other Party survive the Closing for any punitive, special, exemplary, or speculative damages, related a period of eighteen (18) months (the "Claims Period"): except that (A) the representations and warranties in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) and Section 2.7(a) (Ownership and Condition of Assets) shall survive the Closing indefinitely and (B) the representations and warranties in Section 2.18 (Environmental Matters) and Section 2.15 (Taxes) shall survive the Closing for a period of six (6) years from the date Sellers file the last tax return described in Section 5.2(a). Any claim made by Buyer with respect to the breachrepresentations and warranties of Sellers contained in this Agreement must be initiated by Buyer during the Claims Period, except that any claim with respect to the representations and warranties in Section 2.18 (Environmental Matters) or alleged breach, in Section 2.15 (Taxes) must be initiated within six (6) years following the filing by Sellers of the last tax return required to be filed pursuant to Section 5.2(a) of this Agreement and there shall be no time limit on when claims may be initiated with respect to the representations and warranties in Section 2.4 (Capitalization of the Company; Subsidiaries and Investments) and Section 2.7(a) (Ownership and Condition of Assets). All of the representations and warranties of Sellers contained in this Agreement shall in no respect be limited or in connection with diminished by any transaction contemplated herebypast or future inspection, except (i) if paid investigation, examination or payable to a third party, or (ii) in connection with any fraud possession on the part of Seller Buyer or its representatives or any notice pursuant to Section 4.16. All covenants and agreements made by Sellers contained in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages Agreement (including, without limitation, lost profits, loss the obligation of future revenue Sellers to convey the Shares to Buyer free and clear of any Lien and the indemnification obligations of Sellers set forth in this Article VI) shall survive the Closing Date until fully performed or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Pricedischarged. (d) Each Party entitled The amount of any Loss subject to indemnification by Sellers hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware be reduced by the amount of any event insurance proceeds received by Buyer 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 Company in respect of such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000net of retrospective premium payment or prospective premium increases); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The liability of Asset Seller, Selling Shareholders or Buyer for claims under this Agreement shall be limited by the following: (a) The aggregate amount for which either No claim or claims shall be asserted by a Seller Indemnitee or Buyer shall be liable Indemnitee pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI11 (other than a claim pursuant to clause 2.05A), unless and until the amount of such Damages exceeds $50,000 (Australian) in the aggregate, whereupon such Buyer Indemnitee or Seller Indemnitee shall be entitled to assert one or more claims hereunder for the full amount of its Damages as to which such claim or claims are asserted, including the first $50,000 (Australian). Notwithstanding the foregoing, indemnification for Damages pursuant to the Excluded Matters and the matters described in clauses (iii) through (viii) of Section 11.02(a) and clauses (iii) of Section 11.03(a) shall be provided from first dollar without a threshold. (b) The parties hereto agree that Buyer may set off Damages against Earn-Out Payments and payments under Section 2.05A(c)(ii). (c) In The parties hereto agree that if this Agreement terminates prior to Closing for any reason, each party must bear its own costs of negotiating this Agreement and all investigations and due diligence relating to this Agreement, and in no event shall circumstances can any Party be liable to party claim damages for loss of profit or other consequential damages from any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party The Buyer will not be entitled to indemnification hereunder (each, an “Indemnified Party”) shall takemake any claim in respect of, and cause its affiliates to takeacknowledges the warranties in Section 4 and 5 are given subject to, all reasonable steps matters in relation to mitigate any Loss upon becoming aware of any event which the Buyer (including its directors, employees and consultants) has actual knowledge at 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring signing of this Agreement that the warranties have been breached. The Buyer must notify the Selling Shareholders if it has actual knowledge of any matter which is a legal proceeding against any person; breach of warranty by the Selling Shareholders or (3) have any obligation to take any actions that unreasonably interfere with or impact Asset Seller at the business date of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount No claim for which indemnification may be asserted against either Seller or Buyer shall be liable pursuant to Section 5.02 for breach of any representation, warranty, covenant or Section 5.03agreement contained herein, unless written notice of such claim is received by Buyer or Seller, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the expiration date of any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Sellerapplicable Survival Period. (b) No Party will Seller shall not be entitled to indemnification liable under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI 10.2(a)(i) unless and until the indemnifiable cumulative aggregate amount of all Losses have an aggregated cumulative amount in respect thereof exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Deductible”), in which equals or exceeds $100,000, after which time such indemnifying Party event Seller shall only be liable for Losses in full for excess of the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars (i$37,500) (“De Minimis Losses”), which De Minimis Losses shall not be counted toward the Deductible and in no Indemnified Party shall: event shall Seller have any liability hereunder for such De Minimis Losses. Notwithstanding anything to the contrary contained in this Agreement, Seller’s aggregate liability for all Losses resulting from or relating to any Direct Claims made under Section 10.2(a)(i) or third party claims made under Section 10.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars (1$1,250,000) (the “Cap”). The Parties hereby acknowledge that the Cap shall be required a single amount applicable to take the aggregate of all Direct Claims for indemnification arising under Section 10.2(a)(i) and third party claims for indemnification arising under Section 10.2(a)(i) and that any action indemnification payments made in respect of any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the remaining amounts available under the Cap for all such claims. (c) Each of the Buyer Indemnitees and the Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses incurred in connection with this Agreement. (d) The amount of any Losses for which indemnification is provided under this Article X shall be computed net of (i) any insurance or suffered to other proceeds actually received by the extent based uponIndemnified Party in connection with such Losses and (ii) any indemnity, arising out of, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Loss less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or by reason of fraud prior to the Closing; other chargebacks (2) be required to bring a legal proceeding against any person; or (3) it being agreed that no Party shall have any obligation to take seek to recover any actions that unreasonably interfere insurance proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or impact other similar payment, the business Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Indemnified Party; Losses). (e) The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and (iito recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the failure rights of an the Indemnified Party against any Person with respect to use the subject matter of such efforts claim for indemnification. The Indemnified Party shall assign such rights to mitigate shall not constitute a defense to and otherwise reasonably cooperate with the Indemnifying Party’s obligations , at the cost and expense of Indemnifying Party, to indemnify the Indemnified Party pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (eg) ProvidedIn the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article X independently, however any such Indemnified Party shall only be permitted to recover with respect to any particular Losses suffered by it one time as it is the Parties’ intent that none recovery by such 29 particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of the limitations any representation, warranty or covenant set forth in this Section 5.05 Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of such breach or inaccuracy as of the Execution Date. Notwithstanding the foregoing, an Indemnified Party’s right to indemnification pursuant to this Article X shall apply not be affected by (i) any investigation or audit conducted on or after the Execution Date or (ii) the knowledge of any Party of any breach of a representation, warranty or covenant by any other Party at any time with respect to any Losses matters arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationdiscovered after the Execution Date.

Certain Limitations. (a) The aggregate amount for which either Seller Notwithstanding anything to the contrary contained herein, the other Transaction Agreements, the Cedent Disclosure Schedule, or Buyer shall be liable pursuant to Section 5.02 any of the Schedules or Section 5.03Exhibits hereto or thereto, as applicableReinsurer acknowledges and agrees that neither Cedent nor any of its Affiliates, nor any Representative of any of them, makes or has made, and Reinsurer has not relied on, any inducement, promise, representation or warranty, oral or written, express or implied, other than except as expressly made by Cedent in Article III. Without limiting the generality of the foregoing, other than as expressly set forth in Article III, no Person has made any representation or warranty to Reinsurer with respect to the Business or any other dispute regarding this Agreement matter, including with respect to (i) the probable success or profitability of the Business after the Closing, or (ii) any information, documents, or material made available to Reinsurer, its Affiliates, or their respective Representatives in any “data rooms,” information memoranda, management presentations, functional “break-out” discussions, or in any other form or forum in connection with the transactions contemplated herebyby this Agreement, including any estimation, valuation, appraisal, projection, or forecast. With respect to any such estimation, valuation, appraisal, projection, or forecast (including and confidential information memoranda prepared by or on behalf of Cedent in connection with the transactions contemplated by this Agreement), Reinsurer acknowledges that: (i) there are uncertainties inherent in attempting to make such estimations, valuations, appraisals, projections, and forecasts; (ii) it is familiar with such uncertainties; (iii) except as expressly set forth in Section 3.12(b) and Section 5(a) of Article VIII of the Reinsurance Agreement it is not acting and has not acted in reliance on any such estimation valuation, appraisal, projection, or forecast delivered by or on behalf of Cedent to Reinsurer, its Affiliates or their respective Representatives; (iv) such estimations, valuations, appraisals, projections, and forecasts are not and shall not exceed be deemed to be representations or warranties of Cedent or any of its Affiliates except as expressly set forth in Section 3.12(b) and Section 5(a) of Article VIII of the amount Reinsurance Agreement; and (v) it shall have no claim against any Person with respect to any such valuation, appraisal, projection, or forecast except with respect to representations and warranties expressly set forth in Section 3.12(b) and Section 5(a) of Purchase Price actually received by SellerArticle VIII of the Reinsurance Agreement. (b) No Party Notwithstanding anything in this Agreement to the contrary, Cedent makes no express or implied representation or warranty hereby or otherwise under this Agreement as to the future experience, success or profitability of the Business, whether or not conducted in a manner similar to the manner in which such business was conducted prior to the Closing, that the Insurance Reserves or the assets supporting such Insurance Reserves have been or will be entitled to indemnification under Section 5.02 adequate or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full sufficient for the accumulated indemnifiable Losses subject to purposes for which they were established or that the provisions reinsurance recoverables taken into account in determining the amount of this Article VIsuch reserves will be collectible, or except as expressly set forth in Section 3.12(a)(ii)(A) and (B), whether such reserves were calculated, established, or determined in accordance with any actuarial, statutory or other standard. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except Reinsurer further acknowledges and agrees that it (i) if paid or payable to a third partyhas made its own inquiry and investigation into and, or based thereon, has formed an independent judgment concerning the Business, (ii) in connection has been provided adequate access to such information as it has deemed necessary to enable it to form such independent judgment, (iii) has had such time as it deems necessary and appropriate fully and completely to review and analyze such information, documents, and other materials, and (iv) has been provided an opportunity to ask questions of Cedent with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoingrespect to such information, each Party shall have the right documents, and other materials and has received answers to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Pricesuch questions that it considers satisfactory. (d) Each Party entitled to indemnification hereunder (each, Under no circumstances does any of the content of this Agreement or the Reinsurance Agreement constitute an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event express or circumstance that would be reasonably expected to, implied representation or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, warranty with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none future performance of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising fromReinsured Policies or of the experience, in connection with success or related to, a breach that constitutes fraud or intentional misrepresentationprofitability of the Reinsured Policies.

Certain Limitations. Notwithstanding any other provision of this Article 8: (a) The aggregate amount Notwithstanding the fact that the Parent Indemnitees may have the right to assert claims for which either Seller indemnification under or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding in respect of more than one provision of this Agreement in respect to any fact, event, condition or circumstance, the transactions contemplated hereby, Parent Indemnitees shall not exceed be entitled to recover the amount of Purchase Price actually received by Sellerany Losses more than once under this Agreement in respect of such fact, event, condition or circumstance, and the Parent Indemnitees shall not be entitled to indemnification for any item to the extent that the amount of the Losses incurred with respect to such item is included as a liability on the Closing Consideration Schedule and taken into account in the calculation of the Consideration Adjustment Amount, or Parent has otherwise been fully compensated on a dollar‑for‑dollar basis for such Losses pursuant to the adjustments set forth in Section 2.6. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject Subject to the provisions limitation set forth in Section 8.4(d), the aggregate liability of this Article VIthe Escrow Participants pursuant to Section 8.2(h) shall not exceed (i) $2,000,000 minus (ii) the aggregate policy limit under the D&O Tail Policy, but in no event less than zero ($0). (c) The representations, warranties and covenants of the Company, and the Parent Indemnitees' right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of Parent or any of its officers, directors, employees, counsel or other representatives or by reason of the fact that Parent or any of its officers, directors, employees, counsel or other representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or that covenant was or might have been breached Parent or any of its officers, directors, employees, counsel or other representatives. (d) In no event shall any Party Escrow Participant be liable obligated to any other Party for any punitive, special, exemplary, or speculative damages, related to indemnify the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except Parent Indemnitees (i) if paid or payable under Section 8.2(a) other than with respect to a third partybreach of a Fundamental Representation or a Tax Representation, or in any amount in excess of such Escrow Participant's Indemnification Pro-Rata Portion and from any source other than the Escrow Fund, and (ii) in connection under (A) Section 8.2(a) with respect to a breach of any fraud on the part of Seller Fundamental Representations or Tax Representations, (B) under Section 8.2(b)–8.2(g) or otherwise in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; Agreement and (iiC) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes for fraud or intentional misrepresentationmisrepresentation by or on behalf of the Company, for any Escrow Participant, in any amount in excess of the Merger Consideration actually received by such Escrow Participant less the amount of Taxes actually paid by such Escrow Participant in respect of the Merger Consideration. Notwithstanding any provision of this Agreement, nothing in this Agreement shall limit the liability of a Company Shareholder for fraud or intentional misrepresentation by such Company Shareholder.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The aggregate amount of all Losses for which either Seller shall be liable pursuant to Section 8.02(a) (excluding with respect to claims for fraud, intentional misrepresentation, or willful misconduct) shall not exceed the Purchase Price (the “Cap”). (b) The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(b)-(h) or for fraud, intentional misrepresentation or willful misconduct shall in no way be limited or capped by the provisions of this Section 8.04. (c) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 5.02 8.03(a) and Section 8.03(b) (excluding with respect to claims for fraud, intentional misrepresentation or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, willful misconduct) shall not exceed the amount ten percent (10%) of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled The aggregate amount of all Losses for which Buyer shall be liable pursuant to indemnification hereunder (each, an “Indemnified Party”Section 8.03(c) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware in no way be limited or capped by the provisions 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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementSection 8.04. (e) ProvidedFor purposes of this ARTICLE VIII, however any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) In determining the amount of Losses in respect of a claim under this ARTICLE VIII, there shall be deducted an amount equal to the amount of any third-party insurance proceeds actually received (net of direct collection expenses) by an Indemnified Party making such claim with respect to such Losses less the cost of any increase in insurance premiums over the reasonably projected period of such increase as a result of making a claim for such Losses, provided that none the foregoing shall not (i) require an Indemnified Party to proceed or seek action or recovery from any such third-party as a requirement hereunder or as a condition to seeking or recovering indemnification from any Indemnifying Party hereunder, or (ii) be construed or interpreted as a guaranty of the limitations set forth in this Section 5.05 shall apply any level or amount of insurance recovery with respect to any Losses arising from, in connection with hereunder or related to, as a breach that constitutes fraud requirement to maintain any insurance or intentional misrepresentationto make any claim for insurance as a condition to any indemnification hereunder.

Certain Limitations. (a) The Notwithstanding Section‎ 7.2, the Sellers shall not have any liability under Section‎ 7.2(a) and Section‎ 7.2(c) (other than with respect to Fraud) with respect to any Losses unless and until the aggregate amount of Losses for which either Seller the Sellers would, but for this Section‎ 7.4(a), be liable exceeds on an individual or Buyer cumulative basis an amount equal to $2,750,000 (the “Deductible”), and then the Sellers shall be liable pursuant to Section 5.02 or Section 5.03, as applicableonly for all such Losses in excess of the Deductible, and any up to and solely from the Indemnification Escrow Fund (or such portion that remains at such time). The Sellers’ aggregate liability under Section‎ 7.2(a) and Section ‎7.2(c) (in each case, other dispute regarding this Agreement or the transactions contemplated hereby, than with respect to Fraud) shall not in no event exceed the amount of Purchase Price actually received by SellerIndemnification Escrow Amount. The Sellers’ aggregate liability under Section‎ 7.2 (other than with respect to Fraud) shall in no event exceed $581,402,834. (b) No The amount of any Losses incurred or suffered by an Indemnified Party will shall be entitled calculated after giving effect to indemnification (i) any insurance proceeds actually received by the Indemnified Party (other than insurance proceeds received by the Purchaser or its Affiliates under the R&W Insurance Policy) to the extent resulting from such Losses, and (ii) any recoveries actually received by the Indemnified Party from any other third party to the extent resulting from such Losses (collectively, “Benefits and Recoveries”); provided, that (A) the amounts set forth in each of clauses (i) and (ii), shall be calculated net of all deductibles or retention amounts, increases in premiums and all fees, costs and expenses incurred in connection with collecting such insurance proceeds and recoveries, and (B) nothing in this Section 5.02 ‎7.4(b) shall require an Indemnified Party to file suit or Section 5.03pursue or initiate litigation or other Action. If an Indemnified Party receives any Benefits and Recoveries with respect to a Loss after an Indemnifying Party has made a payment to the Indemnified Party with respect to such Loss, as applicablethe Indemnified Party shall pay to the Indemnifying Party the amount by which such Benefits and Recoveries (net of all deductibles or retention amounts, increases in premiums and all fees, costs and expenses incurred in connection with collecting such insurance proceeds and recoveries) exceeds the amount of such Loss up to the amount of the Indemnifying Party’s payment. After the Closing, no Seller or any Related Person or Affiliate thereof shall have any right of contribution against the Purchaser, the Company or any of their respective Affiliates thereof for any indemnifiable Losses Loss related to a breach of representation, warranty, covenant or agreement of the Company under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VIAgreement. (c) In no event shall any Party be liable Each party hereto is relying on the representations and warranties of the other parties hereto regardless of the knowledge obtained through its own investigation or otherwise. Thus, an Indemnified Party’s right to indemnification or any other Party for remedy based on representations, warranties, covenants and agreements herein or any punitive, special, exemplaryof the other Ancillary Agreements will not be affected by any investigation conducted at any time, or speculative damagesany knowledge acquired (or capable of being acquired) at any time, related to whether before or after the breach, or alleged breach, execution and delivery of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out ofClosing Date, with respect to the accuracy or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against inaccuracy of, or compliance with, any person; such representation, warranty, covenant or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations agreement. The indemnities set forth in this Section 5.05 shall apply ‎Article 7 are intended to be enforceable against the parties hereto in accordance with respect to the express terms and scope thereof notwithstanding any Losses arising fromLaw that would prohibit or otherwise limit indemnities because of the negligence (whether sole, in connection with concurrent, active or related to, a breach that constitutes fraud passive) or intentional misrepresentationother fault or strict liability of the Indemnified Party.

Certain Limitations. (aThe indemnification provided for in Section 14.02(b) The aggregate amount for which either Seller or Buyer shall be liable pursuant subject to Section 5.02 the following limitations and any limitations set forth on Exhibit M: (i) Buyer, Parent and Surviving Company acknowledge and agree that Buyer, Parent and Surviving Company shall first recover any Losses with respect to the Surviving Matters from the R&W Policy and the Alternative Arrangements (if the policy provides coverage for such a claim) then, only to the extent that the amount of such Losses has not been satisfied by recovery under the R&W Policy and the Alternative Arrangements, directly from amounts in the Indemnity Escrow Account (in the case of the Indemnity Matters) or Section 5.03the Specific Escrow Account (in the case of the Specific Matters). In no event may Buyer, Parent or Surviving Company actually recover amounts from the Indemnity Escrow Account or the Specific Escrow Account, as applicable, the R&W Policy and any other dispute regarding this Agreement third party in an aggregate amount in excess of its Losses with respect to such claim, and in the event that Buyer, Parent or Surviving Company has actually recovered amounts in excess of its Losses for a claim, any such excess recovery shall be promptly, and in any event within 30 days after such payment is received, paid over to the Representative (to the extent such amount has been paid out of the Indemnity Escrow Account or the transactions contemplated herebySpecific Escrow Account). The Buyer Parties and Surviving Company further acknowledge and agree that the provisions of this Section 14.02(c) shall apply regardless of whether (a) Buyer, shall not exceed Parent or Surviving Company obtains at or following the amount of Purchase Price actually received by Seller. Closing or maintains following the Closing the R&W Policy or (b) No Party will be the R&W Policy is revoked, cancelled or modified in any manner after issuance through no fault of, or contribution by the Representative. With respect to any Losses for which the Buyer Parties or Surviving Company is entitled to indemnification under Section 5.02 or Section 5.0314.02(b), as the Buyer Parties and Surviving Company shall (and, if applicable, shall cause its Affiliates to) use reasonable best efforts to seek recovery for Losses under the R&W Policy and any other insurance policy for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time covered by such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. policy (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “Indemnified PartyAlternative Arrangements”) 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 with respect to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000)Loss; provided, however, that (i) Buyer, Parent and their Affiliates shall have no Indemnified Party shall: (1) be required obligation to take initiate any action to mitigate litigation or arbitration in connection with seeking such recovery. The amount of any Losses incurred for which the Buyer Parties or suffered Surviving Company is entitled to indemnification under Section 14.02(b) shall be net of any amounts actually received under the Alternative Arrangements. Buyer, Parent and Surviving Company acknowledge and agree that in the event a claim under the R&W Policy with respect to the Surviving Matters is denied and Buyer’s, Parent’s or Surviving Company’s grossly negligent actions (or inaction) is the primary cause of such denial, Buyer, Parent and Surviving Company shall not be entitled to indemnity pursuant to this Agreement to the extent based upon, arising out of, Blocker Seller and the Designated Unitholders are prejudiced thereby. (ii) The aggregate amount of Losses that the Buyer Parties and the Surviving Company shall be entitled to be indemnified with respect to or by reason of fraud prior to the Closing; (2under Section 14.02(b)(i) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense exceed the amount in the Indemnity Escrow Account. The aggregate amount of Losses that the Buyer Parties and the Surviving Company shall be entitled to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply be indemnified with respect to under Section 14.02(b)(ii) shall not exceed the amount in the Specific Escrow Account. Notwithstanding anything in this Agreement to the contrary, (x) the sole and exclusive source of recovery for any Losses arising fromclaim for indemnification pursuant to Section 14.02(b)(i) shall be the amounts remaining in then Indemnity Escrow Account from time to time, (y) the sole and exclusive source of recovery for any claim for indemnification pursuant to Section 14.02(b)(ii) shall be the amounts remaining in connection the Specific Escrow Account from time to time and (z) with respect any claim for indemnification pursuant to Section 14.02(b), there shall be no recovery against or related tofrom any of the Designated Unitholders, a breach that constitutes fraud Blocker Seller or intentional misrepresentationany other Person directly.

Certain Limitations. (a) The aggregate amount for which either rights of the Parent Indemnified Parties and the Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled Indemnified Parties to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject pursuant to the provisions of this Article VI.Section 8 shall be subject to the following limitations: (ca) In No Parent Indemnified Party shall be entitled to make an indemnification claim under Section 8.2(a)(i), and no event Company Stockholder shall have any Party be liable liability under Section 8.2(a)(i) for Losses incurred by the Parent Indemnified Parties collectively with respect to which any other Party for any punitiveof the Parent Indemnified Parties is entitled to indemnification thereunder, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except unless and until (i) if paid the amount of any such individual Loss (aggregating all such Losses arising from multiple claims arising from the same or payable to a third partysubstantially similar facts or circumstances) exceeds $50,000, or and (ii) the aggregate amount of Losses under Section 8.2(a) exceeds $861,609.31 (the “Basket”), in connection with which case any fraud on and all Parent Indemnified Parties shall be entitled to make indemnification claims under Section 8.2(a)(i), and the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party Company Stockholders shall have liability under Section 8.2(a)(i), with respect to only those Losses incurred or suffered by any and all Parent Indemnified Parties in excess of the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Basket; provided, however, that (ithe limitations set forth in this Section 8.3(a) no Indemnified Party shall: (1shall not apply to any indemnification claim pursuant to Section 8.2(a)(i) be required to take arising out of or resulting from any action to mitigate inaccuracy, failure or breach of any of the Company Fundamental Representations or that consists of or involves any claims for Losses incurred or suffered to the extent against a specific Company Stockholder based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of Fraud committed by such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementCompany Stockholder. (eb) ProvidedNo Seller Indemnified Party shall be entitled to make an indemnification claim under Section 8.2(b)(i), however and Parent shall not have any liability under Section 8.2(b)(i), unless and until the cumulative amount of Losses incurred by the Seller Indemnified Parties collectively with respect to which any of the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.2(b) exceeds the Basket, in which case any and all Seller Indemnified Parties shall be entitled to make indemnification claims under Section 8.2(b)(i), and Parent shall have liability under Section 8.2(b)(i), with respect to only those Losses incurred or suffered by any and all Seller Indemnified Parties in excess of the Basket; provided, however, that none of the limitations set forth in this Section 5.05 8.3(b) shall not apply to any indemnification claim pursuant to Section 8.2(b)(i) arising out of or resulting from any inaccuracy, failure or breach of any of the Parent Fundamental Representations. (c) The sole recourse of each Parent Indemnified Party to satisfy any and all claims for indemnification by a Parent Indemnified Party for Losses for which such Parent Indemnified Party is entitled to indemnification (i) under Section 8.2(a)(i) (other than claims for Losses against a specific Company Stockholder based upon, arising out of, with respect to or by reason of Fraud committed by such Company Stockholder, or any inaccuracy, failure or breach of any of the Company Fundamental Representations, as to which the limitations of this clause (i) shall not apply) shall solely be satisfied, at the election of any applicable Parent Indemnified Party in its sole discretion, (1) by terminating the obligation of Parent to issue, and the right of the Company Stockholders to receive, pursuant to this Agreement, a number of Holdback Shares having a cash or dollar value equal to the amount of such Losses to be satisfied, and/or (2) by exercising a right to set off any or all of such Losses (or any portion thereof) to be satisfied against all or any portion of any Contingent Merger Consideration that is owed by Parent or the Surviving Entity and has not yet been paid, and (ii) under Section 8.2(a)(i) that arise out of or result from any inaccuracy, failure or breach of any of the Company Fundamental Representations, or under Section 8.2(a)(ii) through 8.2(a)(ix), shall solely be satisfied (A) first, by terminating the obligation of Parent to issue, and the right of the Company Stockholders to receive, pursuant to this Agreement a number of Holdback Shares having a cash or dollar value equal to the amount of such Losses to be satisfied, and (B) second, at the election of any applicable Parent Indemnified Party in its sole discretion, (I) by exercising a right to set off any or all of such Losses (or any portion thereof) to be satisfied against all or any portion of any Contingent Merger Consideration that is owed by Parent or the Surviving Entity and has not yet been paid and/or (II) by seeking recourse (in the form of a cash payment or other form of recourse) directly from the Company Stockholders, in the case of each of the foregoing clauses (i) and (ii), subject to each Company’s Stockholder’s Pro Rata Share; provided, that, notwithstanding any of the foregoing provisions of this Section 8.3(c) to the contrary, (x) in any instance in which any of the foregoing provisions of this Section 8.3(c) require that recourse by any Parent Indemnified Party be to terminate the obligation of Parent to issue, and the right of the Company Stockholders to receive, any Holdback Shares pursuant to this Agreement, each Company Stockholder may, in lieu of such termination of such Company Stockholder’s right to receive such Company Stockholder’s Pro Rata Share of such Holdback Shares pursuant to this Agreement, elect to satisfy such Company Stockholder’s Pro Rata Share of the applicable Losses in cash by wire transfer to an account designated by Parent, (y) the rights of Parent under Section 1.15(d) shall not be limited or restricted in any way by anything in this Section 8.3(c) and (z) if and to the extent that any Parent Indemnified Party satisfies any claim for indemnification under Section 8.2(a)(i) for Losses that arise out of or result from any inaccuracy, failure or breach of the Company Fundamental Representations or under Section 8.2(a)(ii) through 8.2(a)(ix) or that Parent satisfies, pursuant to Section 1.15(d), the Company Net Cash Deficit Amount (or any portion thereof) (any and all Losses and the Company Net Cash Deficit Amount (or any portion thereof) that are within the scope of the foregoing provisions of this proviso are referred to, collectively, as “Specified Losses”) by terminating the obligation of Parent to issue, and the right of the Company Stockholders to receive, pursuant to this Agreement a number of Holdback Shares having a cash or dollar value equal to the amount of such Specified Losses to be satisfied, then the provisions set forth above in this Section 8.3(c) that limit the recourse of the Parent Indemnified Parties to, or require that the recourse of the Parent Indemnified Parties consist either solely or in the first instance of, the termination of the obligation of Parent to issue, and the right of the Company Stockholders to receive, any Holdback Shares pursuant to this Agreement shall not be applicable to any claim or claims for indemnification by the Parent Indemnified Parties pursuant to Section 8.2(a)(i) for any other or additional Losses (whether or not such other or additional Losses are themselves Specified Losses) that in the aggregate are equal to up to the aggregate amount of any such Specified Losses that the Parent Indemnified Parties previously satisfied from the Holdback Shares, and the Parent Indemnified Parties, at their election in their sole discretion, may satisfy such claim or claims for indemnification for any such other or additional Losses (whether or not such other or additional Losses are themselves Specified Losses) that in the aggregate are equal to up to such aggregate amount of any such Specified Losses that the Parent Indemnified Parties previously satisfied from the Holdback Shares (1) by exercising a right to set off any or all of such other or additional Losses (or any portion thereof) to be satisfied (whether or not such other or additional Losses are themselves Specified Losses) against all or any portion of any Contingent Merger Consideration that is owed by Parent or the Surviving Entity and has not yet been paid and/or (2) by seeking recourse (in the form of a cash payment or other form of recourse) directly from the Company Stockholders. For clarity, and notwithstanding any of the foregoing provisions of this Section 8.3(c) to the contrary, none of the limitation of recourse provisions set forth above in this Section 8.3(c) shall be applicable with respect to any and all claims for indemnification by a Parent Indemnified Party against a specific Company Stockholder pursuant to this Agreement for Losses arising fromsuffered or incurred by such Parent Indemnified Party if and to the extent that such Losses are based upon, arise out of, are with respect to, or are by reason of, Fraud committed by such Company Stockholder. In the event that a Parent Indemnified Party exercises its right under this Section 8.3 to (A) set off any or all Losses (or any portion thereof) for which such Parent Indemnified Party is entitled to indemnification to be satisfied against all or any portion of any Contingent Merger Consideration that is owed by Parent or the Surviving Entity and has not yet been paid and/or (B) seek recourse (in the form of a cash payment or other form of recourse) directly from the Company Stockholders, then, the Parent Indemnified Party shall exercise this right equally, including with respect to the form and proportion of recourse, with respect to each Company Stockholder and no Company Stockholder shall receive treatment that is more or less favorable than any other Company Stockholder. (d) Without limiting any of the provisions of Section 8.3(c) or Section 1.15(d), each Parent Indemnified Party, at its election in its sole discretion, has the right to satisfy any claim or claims for indemnification made by such Parent Indemnified Party pursuant to this Section 8 with respect to Losses for which such Parent Indemnified Party is entitled to indemnification pursuant to this Section 8 (x) by terminating the obligation of Parent to issue, and the right of the Company Stockholders to receive, pursuant to this Agreement a number of Holdback Shares having a cash or dollar value equal to the amount of such Losses to be satisfied, and/or (y) by exercising a right to set off any or all of such Losses (or any portion thereof) to be satisfied against all or any portion of any Contingent Merger Consideration that is owed by Parent or the Surviving Entity and has not yet been paid. In the event that any Parent Indemnified Party seeks to terminate the obligation of Parent to issue, and the right of the Company Stockholders to receive, any Holdback Shares pursuant to this Agreement in order to satisfy any claims for indemnification made pursuant to this Section 8 or in the event that any Parent Indemnified Party exercises a right to set off any claims for indemnification against any portion of the Contingent Merger Consideration that consists of the Aggregate Section 1.16(c) Shares, then, for purposes of satisfying each such indemnification claim, (i) each Holdback Share or each of the Aggregate Section 1.16(c) Shares, as the case may be, that consists of Parent Convertible Preferred Stock shall be deemed to have a cash or dollar value equal to the product of the number of shares of Parent Common Stock into which such Holdback Share or such Aggregate Section 1.16(c) Share, as the case may be, is then convertible (disregarding and without taking into account any provision of the Certificate of Designation that limits or restricts the right of the holder of any share of Parent Convertible Preferred Stock to convert such share of Parent Convertible Preferred Stock into shares of Parent Common Stock) multiplied by the Parent Closing Price (subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split, reclassification, recapitalization and other similar event with respect to the Parent Common Stock or the Parent Convertible Preferred Stock at any time after the date of this Agreement), (ii) each Holdback Share or each of the Aggregate Section 1.16(c) Shares, as the case may be, that consists of Parent Common Stock shall be deemed to have a cash or dollar value equal to the Parent Closing Price (subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split, reclassification, recapitalization and other similar event with respect to the Parent Common Stock at any time after the date of this Agreement) and (iii) the termination pursuant to this Section 8.3(d) or Section 8.3(c) of the obligation of Parent to issue, and the right of the Company Stockholders to receive, any Holdback Shares pursuant to this Agreement and/or the set off by any Parent Indemnified Party pursuant to this Section 8.3(d) of any claim for indemnification against any of the Aggregate Section 1.16(c) Shares, as the case may be, shall be deemed and treated as satisfying claims for indemnification by the Parent Indemnified Parties in any amount equal to the cash or dollar value of such Holdback Shares and/or such Aggregate Section 1.16(c) Shares, as the case may be, as determined in accordance with the provisions of this Section 8.3(d). In addition, in connection the event that any Parent Indemnified Party intends to exercise or exercises a right to set off any or all Losses (or any portion thereof) with respect to which such Parent Indemnified Party is entitled to indemnification under this Section 8 against all or related toany portion of any Contingent Merger Consideration that consists of stock consideration that Parent is required to cause the Surviving Entity to assign and transfer to the Company Stockholders and the Assumed Company Warrant Stockholders pursuant to Section 1.16(b)(ii), then, for purposes of implementing any such set off, such stock consideration shall be deemed to have a cash or dollar value to be reasonably determined by Parent in good faith. (e) Without limiting any of the provisions of Section 8.3(c) (if and to the extent applicable), the maximum aggregate amount of liability of each Company Stockholder pursuant to Section 8.2(a) (other than claims for Losses against a specific Company Stockholder based upon, arising out of, with respect to or by reason of Fraud committed by such Company Stockholder) shall in no event exceed an amount equal to such Company Stockholder’s Pro Rata Share of $86,160,931.62. For the avoidance of doubt, the aggregate amount of the Company Stockholders’ liability for (A) Losses pursuant to Section 8.2(a), including for any inaccuracy, failure or breach of any of the Company Fundamental Representations, and (B) claims of Fraud (other than claims for Losses against a specific Company Stockholder based upon, arising out of, with respect to or by reason of Fraud committed by such Company Stockholder), shall not exceed one hundred percent (100%) of the Merger Consideration. (f) The maximum aggregate amount of liability of Parent pursuant to Section 8.2(b)(i) to the Seller Indemnified Parties (other than arising out of or resulting from any Fraud or any inaccuracy, failure or breach of any of the Parent Fundamental Representations, as to which the limitations of this sentence shall not apply) shall in no event exceed an amount equal to $4,308,046.58. Without limiting the provisions of immediately preceding sentence (if and to the extent such provisions are applicable), the maximum aggregate amount of liability of Parent pursuant to Section 8.2(b) to the Seller Indemnified Parties (including any liability arising out of or resulting from any Fraud and any liability of Parent pursuant to Section 8.2(b)(i) to such Indemnified Party arising out of or resulting from any inaccuracy, failure or breach of any of the Parent Fundamental Representations) shall in no event exceed an amount equal to $86,160,931.62. (g) Notwithstanding anything to the contrary contained in this Section 8, payments by an Indemnifying Party pursuant to Section 8.2(a) or Section 8.2(b) in respect of any Losses shall be limited to the amount of any liability or damage that constitutes fraud remains after deducting therefrom any insurance proceeds and any indemnity, contribution, or intentional misrepresentation.other payments or recoveries of a like nature that are actually rec

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any Notwithstanding the other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event VIII, Seller shall not have any Party be liable to any other Party indemnification obligations for any punitiveLosses under Section 8.01(a)(iv), special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) for any individual claim (or, if paid applicable, any series of related claims arising from the same or payable to a third party, substantially similar facts or circumstances) where the Loss relating thereto is less than $25,000 (the “De Minimis Amount”) and (ii) unless and until the aggregate amount of Losses for claims where the De Minimis Amount does not apply exceeds $500,000 (the “Threshold Amount”), in connection with any fraud on which event Seller shall be required to pay the part amount of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not such Losses that exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Threshold Amount; provided, however, that the De Minimis Amount and the Threshold Amount shall not apply to any Losses resulting from a breach of a Fundamental Representation or any Losses arising out of Fraud or willful misconduct or a breach of Section 4.13. (b) Except for Losses resulting from a breach of a Fundamental Representation, or any Losses arising out of Fraud or willful misconduct or a breach of Section 4.13, the maximum amount of Losses for which Seller or Purchaser, as applicable, shall be liable under Section 8.01(a)(iv) or Section 8.02(a)(iii), as applicable, shall not exceed $12,500,000. (c) For purposes of this Article VIII, (i) no Indemnified Party shall: (1) be required to take any action to mitigate breach or inaccuracy in any Losses incurred representations, warranties or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; covenants contained in this Agreement and (ii) the failure calculation of an Indemnified Party the obligations and Losses associated therewith shall, in each case, be determined without regard to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementany dollar threshold, materiality, “Material Adverse Effect” or other similar qualifiers. (ed) Provided, however that none of the limitations set forth in this Section 5.05 An Indemnifying Party shall apply have no liability or obligation to indemnify any Indemnified Party with respect to the breach of any Losses arising fromrepresentation, in connection warranty, covenant or agreement based on any facts or circumstances known to Purchaser or any other Purchaser Indemnitee, including any information provided to Purchaser prior to the Effective Date. No Indemnified Party shall be entitled to recover the same or duplicative damages with or related torespect to the same breach from the Indemnifying Party under more than one of this Agreement and the Transaction Documents, a breach that constitutes fraud or intentional misrepresentationit being agreed that, for the purposes of this sentence, each Party shall be deemed to have made and received all payments made and received by its Affiliates.

Certain Limitations. The party making a claim under this Article 8 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article 8 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 8.2(a) and Section 8.2(b) shall be subject to the following limitations: (a) The aggregate amount Except in the case of Fraud, the Buyer Indemnified Parties, collectively, may not recover any Losses pursuant to an indemnification claim under Section 8.2(a)(i) (other than a claim in respect of a Company Fundamental Representation or in connection with VDA Losses) unless and until the Buyer Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least $1,000,000 in Losses (the “Basket”) in the aggregate, at which time the Buyer Indemnified Parties shall be entitled to recover all Losses from the first dollar; provided, however, that no Buyer Indemnified Party shall be entitled to recover any individual Losses (or series of related Losses arising from a common set of facts) under Section 8.2(a)(i) unless and until such individual Losses (or series of related Losses arising from a common set of facts) for which either Seller or Buyer shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will they would otherwise be entitled to indemnification under Section 5.02 8.2(a)(i) exceed $10,000 (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Basket in this Section 5.038.3(a). (b) Except in the case of Fraud, as applicablein no event shall the Buyer Indemnified Parties, collectively, recover any Losses pursuant to an indemnification claim under Section 8.2(a)(i) (other than a claim in respect of a Company Fundamental Representation) in excess of an amount equal to the Indemnity Holdback Amount. In connection with any claim for any indemnifiable Losses under indemnification for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2 and subject to this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,0008, after which time such indemnifying Party no Seller shall be liable for more than his, her or its Pro Rata Fraction of any Losses arising out of or resulting from such claim; provided, however, with respect to a breach of a representation or warranty made solely by an individual Seller contained in full Article 4, or a breach of a covenant solely by an individual Seller contained in this Agreement or in any other Related Agreement (as contrasted with a breach by the Company or the Sellers collectively) (with each such individual Seller breach referred to herein as an “Individual Seller Breach”), such particular Seller shall be solely liable for the accumulated indemnifiable all Losses subject to the provisions of this Article VIarising only in connection with such Individual Seller Breach, and no other Seller shall be liable hereunder for any such Individual Seller Breach. (c) Except in the case of Fraud, Sellers, collectively, may not recover any Losses pursuant to an indemnification claim under Section 8.2(b)(i) (other than a claim in respect of a Buyer Fundamental Representation) unless and until Sellers, as a group, shall have paid, incurred, suffered or sustained Losses in excess of the Basket, at which time Sellers shall be entitled to recover all Losses from the first dollar; provided, however, that no Seller shall be entitled to recover any individual Losses (or series of related Losses arising from a common set of facts) under Section 8.2(b)(i) unless and until such individual Losses (or series of related Losses arising from a common set of facts) for which they would otherwise be entitled to indemnification under Section 8.2(b)(i) exceed the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Basket in this Section 8.3(c). (d) In no event shall the Liability of any Seller for all indemnification claims under this Agreement exceed the aggregate amount of Cash Consideration and Additional Consideration received or entitled to be received by such Seller, unless such indemnification claim is being made in respect of Fraud committed by such Seller or Fraud of which such Seller had actual knowledge (in which event there shall be no limitation on the Liability of such Seller hereunder or under applicable Law). In no event shall the Liability of Buyer for all indemnification claims under this Agreement exceed the aggregate amount of Cash Consideration and Additional Consideration. (e) The amount of any Losses that are subject to indemnification under this Article 8 shall be calculated net of the amount of any insurance proceeds (including without limitation all tail insurance policies obtained in connection herewith), indemnification payments or reimbursements actually received by the Indemnified Party from third parties (other than the Sellers) in respect of such Losses (net of any reasonable and documented out-of-pocket costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments directly resulting from such recovery). (f) For the avoidance of doubt, any Losses subject to indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement (including under any Related Agreement). (g) In no event shall any Indemnifying Party be liable to any other Indemnified Party for any punitivepunitive damages or damages which are not reasonably foreseeable, specialother than, exemplaryin each case, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable as awarded to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (dh) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates Affiliates to take, all commercially reasonable steps to mitigate mitigate, only to the minimum extent required by applicable Law, any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary required by applicable Law to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that Losses. (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based uponEach party acknowledges and agrees that, arising out of, other than with respect to or by reason of fraud prior any Related Agreement (which shall be subject to the Closing; (2) terms and conditions thereof), such party’s 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 or the Transactions will be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense pursuant to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations indemnification provisions set forth in this Section 5.05 Article 8; provided, that the foregoing clause of this sentence shall apply not be deemed a waiver by any party of (i) any right to specific performance or injunctive relief, or (ii) any right or remedy with respect to Fraud. Subject to the other limitations contained herein (including the obligation to mitigate damages set forth in Section 8.3(h)), the obligations of the Sellers under this Article 8 shall not be reduced, offset, eliminated or subject to contribution by reason of any Losses arising fromaction or inaction by any Group Company that contributed to any inaccuracy or breach giving rise to such obligation, in connection with or related toit being understood that Sellers, a breach that constitutes fraud or intentional misrepresentationnot the Group Companies, shall have the sole obligation for the indemnification obligations under this Article 8.

Certain Limitations. (a) The After the Closing, Sellers shall not be required to indemnify Buyer Group Indemnitees for: (i) Losses under Section 8.2(a) (except with respect to inaccuracies in or breaches of any of the Sellers’ Fundamental Representations) until the aggregate amount for of all such Losses exceeds $150,000 (the “Deductible”), in which either Seller or Buyer event Sellers shall be liable pursuant jointly and severally responsible only for any such Losses in excess of such Deductible; (x) Losses under Section 8.2(a) (except with respect to Section 5.02 inaccuracies in or Section 5.03, as applicable, and breaches of any other dispute regarding this Agreement or of the transactions contemplated hereby, shall not exceed Sellers’ Fundamental Representations) in the amount aggregate in excess of Purchase Price actually received by Seller$3,000,000 (the “Cap”). (b) No Party will After the Closing, except with respect to inaccuracies in or breaches of the Buyer Group Fundamental Representations, neither Buyer nor Parent shall be entitled required to indemnify Seller Indemnitees for Losses under Section 8.3(a) (i) until the aggregate amount of all such Losses exceeds the Deductible, in which event Buyer and Parent shall be jointly and severally responsible only for Losses in excess of such Deductible, or (ii) for Losses in the aggregate in excess of the Cap. (c) For purposes of this Article VIII, (i) an inaccuracy in or breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, “Material Adverse Effect” or “Buyer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect” or similar language and (ii) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (i), shall be determined without regard to any limitation or qualification as to materiality, “Material Adverse Effect” or “Seller Material Adverse Effect” or similar language set forth in such representation or warranty. (d) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, warranties and covenants of Sellers, and the Buyer Group Indemnitees’ rights to indemnification under Section 5.02 with respect thereto, shall not be affected or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until deemed waived by reason of (and the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party Buyer Group Indemnitees shall be liable in full for deemed to have relied upon the accumulated indemnifiable Losses subject to representations and warranties of Sellers set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the provisions Buyer Group Indemnitees (including by any of its advisors, consultants or representatives) or by reason of the fact that any of the Buyer Group Indemnitees or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s or Parent’s waiver of any condition set forth in Article VI. The representations, warranties and covenants of Buyer and Parent, and the Seller Indemnitees’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Seller Indemnitees shall be deemed to have relied upon the representations and warranties of Buyer and Parent set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Seller Indemnitees (including by any of a Seller Indemnitee’s advisors, consultants or representatives) or by reason of the fact that any of the Seller Indemnitees or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Sellers’ Representative’s waiver of any condition set forth in Article VI. (ce) In no event Except as provided in Article V and Section 10.10, the indemnity provided for in this Article VIII shall any Party be liable the sole and exclusive monetary remedy (including equitable remedies that involve monetary payment, such as restitution or disgorgement, other than specific performance to enforce a payment or performance obligation hereunder) of Buyer Group Indemnitees or Seller Indemnitees, as the case may be, after the Closing with respect to any and all claims relating to this Agreement and the transactions contemplated hereby (other Party for any punitive, special, exemplarythan claims of, or speculative causes of action arising from, fraud or willful misconduct). Notwithstanding anything to the contrary in this Agreement, none of the limitations on indemnities set forth in this Article VIII shall apply in the event of any fraud or willful misconduct on the part of any of the parties or their Affiliates. (f) For purposes of this Agreement, “Losses” shall exclude (i) punitive and exemplary damages, related except to the breach, or alleged breach, of this Agreement or extent awarded in connection with any transaction contemplated herebyThird Party Claim and (ii) consequential damages, including lost income and profits and interruptions of business to the extent constituting consequential damages, except (iA) if paid to the extent such damages are the probable and reasonably foreseeable consequence of a breach of the representation or payable warranty or a breach or failure to perform any covenant or agreement contained in a third party, Transaction Agreement or (iiB) to the extent such damages are awarded in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Third Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Claims; provided, however, that (i) in no Indemnified Party shall: (1) be required to take any action to mitigate any event will the term “Losses” exclude Losses incurred directly or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising indirectly resulting from, incurred in connection with or related to, a breach that constitutes arising out of fraud or intentional misrepresentationwillful misconduct.

Certain Limitations. The Seller shall not be obligated to indemnify and hold harmless its respective Indemnitees for Excluded Matters, (ai) The aggregate amount for which either Seller with respect to any claim (or Buyer series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $100,000 (the “Threshold Amount”) (nor shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification Indemnifiable Losses for which the Indemnitor is responsible under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or clause (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (dbelow) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) unless and until the failure aggregate amount of an Indemnified Party all Indemnifiable Losses of the Indemnitees for Excluded Matters exceeds $10 million (the “Deductible”), at which point such Indemnitor shall be liable to use such efforts its respective Indemnitees for the value of the Indemnitee’s claims for Excluded Matters that is in excess of the Deductible, subject to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 Article XIII; provided, that neither the Threshold Amount nor the Deductible shall apply with respect to any Losses arising from, in connection with or related to, claim pursuant to Section 13.02(a) that relates to a breach of a representation or warranty that constitutes fraud is a Seller Fundamental Representation. (108) The maximum liability of the Seller to the Buyer Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims pursuant to Section 13.02(a)(i), (ii) and (iii) shall be $420 million in the aggregate; provided, that the maximum aggregate liability of the Seller to the Buyer Indemnified Persons for any and all Indemnifiable Losses for Excluded Matters shall be $100 million in the aggregate; provided, further, that the maximum aggregate liability set forth in the immediately preceding clause shall not apply to any claim pursuant to Section 13.02(a) that relates to a breach of a representation or intentional misrepresentationwarranty that is a Seller Fundamental Representation. The maximum liability of the Buyer to the Seller Indemnified Persons for any and all Indemnifiable Losses for breaches of the Buyer Fundamental Representations shall be $420 million.

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) shall be subject to the following limitations, except with respect to Claims arising from or in connection with (i) a breach or inaccuracy in a Fundamental Representations, (iii) Open Audit Matters, or new audit matters that arise in the future, including without limitation, any NAL, (iii) a breach of any covenant or agreement relating to taxes of the Company or Seller, or (iv) Disabling Conduct (such Claims being “Unlimited Claims”): (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 either Seller or Buyer an Indemnifying Party shall be liable pursuant to Section 5.02 5.6(b) or Section 5.03, as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitiveas the case may be, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (diii) Payments by an Indemnifying Party in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (iv) Except with respect to an award pursuant to the Third-Party Claim, an Indemnifying Party shall not be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (v) Each Indemnified Party entitled to indemnification hereunder (each, an “Indemnified Party”) shall take, and cause its affiliates Affiliates to take, all commercially reasonable steps required by applicable law to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementLoss. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) The Onewire and the Onewire Indemnitors shall not be liable to the Recruiter Indemnitees for indemnification under Section 8.02 until the aggregate amount for of all Losses in respect of the Recruiter Indemnitees are entitled to indemnification under Section 8.02 exceeds $50,000 (based on the Share Consideration Price Per Share) (the “Basket”), in which either Seller or Buyer event Onewire and the Onewire Indemnitors shall be liable pursuant required to Section 5.02 or Section 5.03, forfeit the Holdover Shares for all Losses as applicable, and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Sellerif there was no Basket. (b) No Party will Notwithstanding anything herein to contrary, except in the case of Fraud, the liability of Onewire and the Onewire Indemnitors shall be entitled limited to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses the Holdback Shares issued under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals Agreement or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject transferred to the provisions of this Article VIOnewire Indemnitors. (c) In no event Each Indemnified Party shall act promptly to avoid or mitigate any Party be liable to Losses which it or any other Indemnified Party may suffer in consequence of any fact, matter or circumstance giving rise to a claim for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of indemnification under this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable likely to give rise to a third party, or (ii) in connection with any fraud on the part of Seller in connection with claim for indemnification under this Agreement. Notwithstanding the foregoing, each Agreement and no Indemnified Party shall have the right be entitled to recover all other indirect damages including, without limitation, lost profits, loss under this Agreement to the extent of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability any Losses that could have been avoided but for the lost profit, income Indemnified Party’s failure to avoid or revenue shall not exceed the Purchase Pricemitigate such Losses. (d) Each Party entitled Notwithstanding anything herein to the contrary, the representations, warranties and covenants of the Indemnifying Parties, and the Indemnified Party’s right to indemnification hereunder (eachwith respect thereto, an “Indemnified Party”) shall take, and cause its affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware not be affected or deemed waived by reason of any event investigation made by or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to on behalf of the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions fact that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Providedknew or should have known that any such representation or warranty is, however that none was or might be inaccurate or by reason of the limitations Indemnified Party’s waiver of any condition set forth in this Section 5.05 shall apply with respect to any Losses arising fromArticle VII, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationas the case may be.

Certain Limitations. Notwithstanding anything in Section 2 hereof to the contrary: (a) The aggregate amount for which either Seller the Guarantor shall not be required by this Guarantee to perform any Guaranteed Obligation or Buyer undertaking if the performance thereof is illegal or impossible under Law; (b) the Guarantor shall not be liable pursuant required to perform any Guaranteed Obligation while the performance of such Guaranteed Obligation is being disputed in good faith by the Person required to perform such Guaranteed Obligation; (c) the Guarantor’s liability hereunder with respect to any Guaranteed Obligation shall not exceed the liability of the Pattern B Member or the New Class B Member with respect to such Guaranteed Obligation, with reference specifically, but without limitation, to Section 5.02 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) the Guarantor shall have no liability hereunder with respect to any action or Section 5.03inaction of the Managing Member or Tax Matters Member or any breach or noncompliance by the Managing Member or Tax Matters Member with any of the Guaranteed Obligations, if the Pattern B Member or the New Class B Member was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Tax Matters Member, as applicable, and any other dispute regarding this Agreement ; (e) the Guarantor’s aggregate liability hereunder shall not exceed $120,000,000 less all amounts which have been paid by or on behalf of the Pattern B Member or the transactions contemplated hereby, New Class B Member pursuant to either Section Six of the ECCA or Section 5.04 or Article 11 of the LLC Agreement (the “Aggregate Liability Amount”); provided that the aggregate liability of the Guarantor shall not exceed the amount of Purchase Price actually received by Seller.calculated pursuant to Section 6(f); and (bf) No Party will be entitled the Guarantor’s aggregate liability from time to indemnification time hereunder, under Section 5.02 or 6.1 of the ECCA and Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until 11.02 of the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party LLC Agreement shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except not exceed (i) if paid the Flip Point has not occurred, an amount the payment of which to the Beneficiaries, if treated as a Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement as of the Distribution Date immediately following payment of such amount, would cause the Flip Point to occur on or payable prior to a third party, or the date on which the Flip Point is projected to occur in the Base Case Model and (ii) in connection with any fraud on if the part Flip Point has occurred, zero. For purposes of Seller in connection with determining Guarantor’s maximum liability pursuant to this Section 6(f), all payments pursuant to this Guarantee shall be deemed to have been treated as Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement. Notwithstanding the foregoing, each Party if any Tax contest or dispute applicable to a taxable period prior to or during which the Flip Point occurs relating to any Company Tax Return applicable to a year prior to or during which the Flip Point occurs shall have cause any Beneficiary to fail to achieve the right to recover all Flip Point (other indirect damages includingthan as a result of a change in a Fixed Tax Assumption), without limitationthe indemnification obligations of the indemnifying party hereunder, lost profits, loss under Section 6.1 of future revenue or income, diminution in value, loss the ECCA and under Section 11.02 of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue LLC Agreement shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 subject to the minimum extent necessary to remedy the breach that gives rise to such Loss but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and limitations described in clause (ii) until it shall have received sufficient cash, PTCs or other Tax Benefits to cause the failure of an Indemnified Party Flip Point to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementoccur. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (ai) The aggregate amount for which either Notwithstanding anything contained herein to the contrary, (x) Seller or shall have no liability to the Buyer shall be liable Indemnified Parties pursuant to Section 5.02 9.2(a)(i) or Section 5.039.2(a)(ii) with respect to any Action or series of related Actions thereunder unless and until all Losses with respect to such Action or series of related Actions exceed on a cumulative basis an amount equal to Ten Thousand Dollars ($10,000) (such amount, as applicablethe “Claims-Specific Threshold”), and any other dispute regarding this Agreement or in which case the transactions contemplated hereby, Buyer Indemnified Parties shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03pursuant to such provision, as applicable, for any indemnifiable Losses under subject to the further limitations set forth in this Article VI IX, with respect to such Action or series of related Actions, (y) Seller shall have no liability to the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) or 9.2(a)(ii) with respect to any Actions thereunder unless and until the indemnifiable total amount of all Losses have an aggregated of the Buyer Indemnified Parties with respect to such Actions under such provisions (excluding Actions that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such Actions)) exceed on a cumulative amount which equals or exceeds basis One-Hundred Thousand Dollars ($100,000) (the “Basket”), after in which time such indemnifying Party event Seller shall be liable in full for all Losses irrespective of the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Basket; provided, however, that even in the event the Basket is exceeded (iand thereby rendered inapplicable for purposes of this Section 9.2(c)(i) no Indemnified Party shall: (1thereafter) be required to take any action to mitigate any in accordance with the foregoing, all subsequent Actions or series of related Actions for Losses incurred or suffered shall remain subject to the extent based uponClaims-Specific Threshold in the manner set forth in this Section 9.2(c)(i), arising out ofand (z) except as reflected in the last sentence of this Section 9.2(c)(i), the aggregate liability of Seller with respect to or Actions by reason of fraud prior the Buyer Indemnified Parties under Sections 9.2(a)(i) and 9.2(a)(ii) shall not exceed Two Million Dollars ($2,000.000) (the “Cap”). Notwithstanding anything to the Closing; contrary herein, the limitations contained in the first sentence of this Section 9.2(c)(i) shall not apply with respect to Actions relating to or arising from (2I) be required to bring a legal proceeding against fraud, (II) the Excluded Liabilities, (III) any person; breach by Seller or the Selling Subsidiaries of any Fundamental Seller Representation, or (3IV) have any obligation to take breach by Seller or the Selling Subsidiaries of any actions that unreasonably interfere with or impact the business of such Indemnified Party; and pre-Closing covenant identified on Annex III. (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense Notwithstanding anything contained herein to the Indemnifying Party’s obligations contrary, (x) Buyer shall have no liability to indemnify the Seller Indemnified Party Parties pursuant to this Agreement. (eSection 9.2(b)(i) Providedor 9.2(b)(ii) with respect to any Action or series of related Actions thereunder unless and until all Losses with respect to such Action or series of related Actions exceed on a cumulative basis an amount equal the Claims-Specific Threshold, however that none of in which case the Seller Indemnified Parties shall be entitled to indemnification pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such Action or series of related Actions, (y) Buyer shall have no liability to the Seller Indemnified Parties pursuant to Section 5.05 9.2(b)(i) or 9.2(b)(ii) with respect to any Actions thereunder unless and until the total amount of all Losses of the Seller Indemnified Parties with respect to such Actions (excluding Actions that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such Actions)) exceed on a cumulative basis the Basket, in which event Buyer shall be liable for all Losses irrespective of the Basket; provided, however, that even in the event the Basket is exceeded (and thereby rendered inapplicable for purposes of Section 9.2(c)(i) thereafter), all subsequent Actions or series of related Actions for Losses shall remain subject to the Claims-Specific Threshold in the manner set forth in this Section 9.2(c)(ii), and (z) except as reflected in the last sentence of this Section 9.2(c)(ii), the aggregate liability of Buyer with respect to Actions by the Seller Indemnified Parties under Sections 9.2(b)(i) and 9.2(b)(ii) shall not exceed the Cap. Notwithstanding anything to the contrary herein, the limitations contained in the first sentence of this Section 9.2(c)(ii) shall not apply with respect to Actions relating to or arising from (I) fraud, (II) any Losses arising frombreach by Buyer or its Affiliates of any Fundamental Buyer Representation, in connection with or related to, a (III) any breach that constitutes fraud by Buyer or intentional misrepresentationits Affiliates of any pre-Closing covenant identified on Annex III.

Certain Limitations. The indemnification provided for in Section 6.2 or Section 6.3 shall be subject to the following limitations: (a) The aggregate amount for which either Notwithstanding anything to the contrary contained in this Agreement, neither Seller or Buyer Indemnitors nor Purchaser shall be liable pursuant have any indemnification obligation with respect to any claim covered by the indemnities under Section 5.02 6.2 or Section 5.036.3, as applicablerespectively, and unless the indemnifying party has been notified in writing of such claim prior to eighteen (18) months after the Closing Date, other than claims against Seller Indemnitors under (i) Section 6.2(a) regarding a breach or inaccuracy of Section 3.6 (Custodial Accounts), (ii) Section 6.2(c) regarding fraud on the part of any other dispute of the Seller Indemnitors, or (iii) Section 6.2(j) regarding this Agreement or Taxes, each of which shall survive for the transactions contemplated hereby, shall not exceed period of the amount applicable statute of Purchase Price actually received by Sellerlimitations plus ninety (90) days. (b) No Party will Seller Indemnitors shall not be entitled liable to the Purchaser Indemnitees under this Agreement unless and until the aggregate amount of Losses in respect of indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until 6.2 exceeds Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, “Seller Basket Amount”) after which time such indemnifying Party Seller Indemnitors shall be liable only for such Losses in full for excess of the accumulated indemnifiable Losses subject Basket Amount; provided, however, the Seller Basket Amount shall not apply to any Loss which results from, arises out of or relates to (i) a breach of or inaccuracy in any of the provisions Seller Fundamental Representations or Section 3.4 (Financial Statements), (ii) fraud by any of this Article VIthe Seller Indemnitors, (iii) a breach of any covenant or agreement by Seller under Section 7.3, or (iv) any Excluded Liabilities. (c) In no event shall any Party be liable Notwithstanding anything to any other Party the contrary contained in this Agreement, the maximum amount of the aggregate liability of Seller Indemnitors for any punitive, special, exemplary, or speculative damages, related indemnification obligations under this Section 6 shall be limited to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Five Hundred Thousand U.S. Dollars (US$10,000$500,000) (the “Seller Indemnity Cap”); provided, however, that the Seller Indemnity Cap shall not apply to any Loss which results from, arises out of or relates to (i) no Indemnified Party shall: a breach of or inaccuracy in any of the Seller Fundamental Representations or Section 3.4 (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based uponFinancial Statements), arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) fraud by any of the failure Seller Indemnitors, (iii) a breach of an Indemnified Party any covenant or agreement by Seller under Section 7.3, or (iv) any Excluded Liabilities. (d) For purposes of this Section 6, any inaccuracy in or breach of any representation or warranty shall be determined without regard to use any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreementrepresentation or warranty. (e) ProvidedAny Losses subject to indemnification pursuant to this Article VI will be net of insurance proceeds actually received, however that none realized or recovered by the indemnified party in respect of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationsubject matter of such Losses.

Certain Limitations. Notwithstanding anything in Section 2 hereof to the contrary: (a) The aggregate amount for which either Seller the Guarantor shall not be required by this Guaranty to perform any Guarantied Obligation or Buyer undertaking if the performance thereof is illegal or impossible under Law; (b) the Guarantor shall not be liable pursuant required to perform any Guarantied Obligation while the performance of such Guarantied Obligation is being disputed in good faith by the Person required to perform such Guarantied Obligation; (c) the Guarantor’s liability hereunder with respect to any Guarantied Obligation shall not exceed the liability of the Class B Member with respect to such Guarantied Obligation, with reference specifically, but without limitation, to Section 5.02 6.2 of the ECCA and Section 11.02 of the LLC Agreement; (d) the Guarantor shall have no liability hereunder with respect to any action or Section 5.03inaction of the Managing Member or Tax Matters Member or any breach or noncompliance by the Managing Member or Tax Matters Member with any of the Guarantied Obligations, if the Class B Member (or any successor Managing Member or Member that is an Affiliate of the Guarantor) was not, at the time of such action, inaction, breach or noncompliance the Managing Member or Tax Matters Member, as applicable, and any other dispute regarding this Agreement ; (e) the Guarantor’s aggregate liability hereunder shall not exceed $72,849,888 less all amounts which have been paid by or on behalf of the Class B Member or the transactions contemplated herebyClass B Member (as defined in the LLC Agreement) pursuant to Article 6 of the ECCA or Section 5.04 or Article 11 of the LLC Agreement (the “Aggregate Liability Amount”); provided, that the aggregate liability of the Guarantor shall not exceed the amount of Purchase Price actually received by Seller.calculated pursuant to Section 6(f); and (bf) No Party will be entitled the Guarantor’s aggregate liability from time to indemnification time hereunder, under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses Article 6 of the ECCA and under this Article VI until 11 of the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party LLC Agreement shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except not exceed (i) if paid the Flip Point has not occurred, an amount the payment of which, if treated as a positive Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement as of the Distribution Date immediately following payment of such amount, would cause the Flip Point to occur on or payable prior to a third party, or the date on which the Flip Point is projected to occur in the Base Case Model and (ii) in connection with any fraud on if the part Flip Point has occurred, zero. For purposes of Seller in connection with determining Guarantor’s maximum liability pursuant to this Section 6(f), all payments pursuant to this Guaranty shall be deemed to have been treated as positive Cash Flow for purposes of Section 5.06(b)(iii) of the LLC Agreement. Notwithstanding the foregoing, each if (x) any Third Party shall have Action under the right to recover all other indirect damages including, without limitation, lost profits, loss ECCA or the LLC Agreement filed against or demanded of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud Beneficiary prior to the Closing; (2) be required to bring a legal proceeding against any person; Flip Point shall not have been finally resolved or (3y) have any obligation Tax contest or dispute applicable to take a taxable period prior to the Flip Point or during which the Flip Point occurs relates to any actions that unreasonably interfere with Company Tax Return applicable to a year prior to the Flip Point or impact during which the business Flip Point occurs and, in either case, shall cause the Flip Point to fail to be achieved (other than as a result of such Indemnified Party; a change in a Fixed Tax Assumption), the Guarantied Obligations under Article 6 of the ECCA and under Article 11 of the LLC Agreement shall not be subject to the limitations described in clause (ii) until the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this AgreementFlip Point occurs. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.

Certain Limitations. (a) The aggregate amount No claim may be made for which either Seller breach of any representation or Buyer shall be liable warranty included in this Agreement and in any other agreement, certificate or instrument delivered pursuant to this Agreement: (i) after the expiration of any applicable time period set out in Section 5.02 or Section 5.037.1; provided that if any Claim has been asserted in writing by notice from the non-breaching party to the breaching party before the expiration date of the applicable survival period, as applicablebut is unresolved at the conclusion of such period, then the rights of indemnification in this Article 7 and the liability for such Claim will continue beyond the expiration of such period until such Claim is resolved; or (ii) to the extent: (A) such party has been actually reimbursed for such amount under any other dispute regarding provision of this Agreement Agreement; or (B) such party would be entitled to double recovery even though such claim may be subject to more than one indemnity or have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by such Party; or (C) such party actually recovers under any insurance policy with respect to any Losses forming the subject matter of the claim, to the extent of the Net Recoveries; or (D) such liability arises or the transactions contemplated hereby, shall not exceed amount thereof is increased as a result of a change after the amount Effective Date in the accounting policies or practices of Purchase Price actually received by Selleran Indemnified Party or a change in applicable Laws. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until Notwithstanding the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI.foregoing: (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (iiSection 7.4(a) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall will not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, limit an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify and liability for any claim in respect of fraud or fraudulent misrepresentation by such Indemnifying Party; and (ii) regarding matters under Sections 7.2 or 7.3, as the case may be: (A) no investigations, inspections or due diligence undertaken by or on behalf of the Indemnified Party; or (B) the fact that the Indemnified Party pursuant to this Agreement. (e) Providedor any of its Representatives knew or should have known that any representation or warranty is, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising fromwas or might be inaccurate, in connection with will, or related will be deemed to, a breach that constitutes fraud affect, mitigate, modify, waive, diminish the scope of or intentional misrepresentationotherwise affect the Losses available to the Indemnified Party regarding such matters under Sections 7.2 or 7.3, as the case may be.

Certain Limitations. The provisions of Sections 3.6, 3.9, 3.10 and 3.11 hereof shall be subject to the following: (a) The aggregate amount for which either Seller Each Lender that desires compensation or Buyer indemnification under Sections 3.6, 3.9 or 3.11 hereof shall notify the Borrower through the Administrative Agent of any event occurring after the Closing Date entitling such Lender to compensation or indemnification under any of such Sections as promptly as practicable, but in any event within 90 days after the occurrence of the event giving rise thereto; provided that (i) if any such Lender fails to give such notice within 90 days after the occurrence of such an event, such Lender shall only be liable pursuant entitled to Section 5.02 compensation or Section 5.03indemnification in respect of such event accruing under Sections 3.6, as applicable, 3.9 or 3.11 hereof with respect to the period from and any other dispute regarding this Agreement or after the transactions contemplated hereby, shall not exceed date 90 days prior to the amount of Purchase Price actually received by Sellerdate that such Lender does give notice. (b) No Party will be entitled Any notice given by a Lender pursuant to subsection (a) above shall certify (i) that one of the events described in Sections 3.6, 3.9 or 3.11 hereof has occurred, describing in reasonable detail the nature of such event, (ii) as to the increased cost, reduced amount receivable or loss or expense resulting from such event and (iii) as to the additional amount demanded by such Lender, attaching a reasonably detailed explanation of the calculation thereof. Such a certificate as to any compensation or indemnification under Section 5.02 payable pursuant to Sections 3.6, 3.9 or Section 5.033.11, as applicablesubmitted by such Lender through the Administrative Agent to the Borrower, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable conclusive and binding on the parties hereto in full for the accumulated indemnifiable Losses subject to the provisions absence of this Article VImanifest error. (c) In If any Lender requests compensation or indemnification from the Borrower under Sections 3.6, 3.9 or 3.10 hereof, the Borrower may, at its option, within fifteen (15) days after receipt by the Borrower of written demand from the affected Lender for payment of such compensation or indemnification, notify the Administrative Agent and such affected Lender of its intention to replace the affected Lender. So long as no event Event of Default shall have occurred and be continuing, the Borrower may obtain, at the Borrower's expense, a replacement Lender for the affected Lender. If the Borrower obtains a replacement Lender within ninety (90) days following notice of its intention to do so, the affected Lender must sell and assign its Loans and any Party be liable related Commitments to such replacement Lender pursuant to Section 9.3(b) hereof (without giving effect to any other Party requirement therein that the Administrative Agent consent thereto), for any punitive, special, exemplary, or speculative damages, related an amount equal to the breach, or alleged breach, principal balance of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on all Loans held by the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover affected Lender and all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; and (ii) the failure of an Indemnified Party to use such efforts to mitigate shall not constitute a defense to the Indemnifying Party’s obligations to indemnify the Indemnified Party pursuant to this Agreement. (e) Provided, however that none of the limitations set forth in this Section 5.05 shall apply with respect to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentation.accrued

Certain Limitations. (a) The aggregate amount No claim for which indemnification may be asserted against either Seller or Buyer shall be liable pursuant to Section 5.02 for breach of any representation, warranty, covenant or Section 5.03agreement contained herein, unless written notice of such claim is received by Buyer or Seller, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the expiration date of any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Sellerapplicable Survival Period. (b) No Party will Seller shall not be entitled to indemnification liable under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI 10.2(a)(i) unless and until the indemnifiable cumulative aggregate amount of all Losses have an aggregated cumulative amount in respect thereof exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Deductible”), in which equals or exceeds $100,000, after which time such indemnifying Party event Seller shall only be liable for Losses in full for excess of the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except (i) if paid or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000)Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars (i$37,500) (“De Minimis Losses”), which De Minimis Losses shall not be counted toward the Deductible and in no Indemnified Party shall: event shall Seller have any liability hereunder for such De Minimis Losses. Notwithstanding anything to the contrary contained in this Agreement, Seller’s aggregate liability for all Losses resulting from or relating to any Direct Claims made under Section 10.2(a)(i) or third party claims made under Section 10.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars (1$1,250,000) (the “Cap”). The Parties hereby acknowledge that the Cap shall be required a single amount applicable to take the aggregate of all Direct Claims for indemnification arising under Section 10.2(a)(i) and third party claims for indemnification arising under Section 10.2(a)(i) and that any action indemnification payments made in respect of any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the remaining amounts available under the Cap for all such claims. (c) Each of the Buyer Indemnitees and the Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses incurred in connection with this Agreement. (d) The amount of any Losses for which indemnification is provided under this Article X shall be computed net of (i) any insurance or suffered to other proceeds actually received by the extent based uponIndemnified Party in connection with such Losses and (ii) any indemnity, arising out of, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Loss less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or by reason of fraud prior to the Closing; other chargebacks (2) be required to bring a legal proceeding against any person; or (3) it being agreed that no Party shall have any obligation to take seek to recover any actions that unreasonably interfere insurance proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or impact other similar payment, the business Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Indemnified Party; Losses). (e) The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and (iito recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the failure rights of an the Indemnified Party against any Person with respect to use the subject matter of such efforts claim for indemnification. The Indemnified Party shall assign such rights to mitigate shall not constitute a defense to and otherwise reasonably cooperate with the Indemnifying Party’s obligations , at the cost and expense of Indemnifying Party, to indemnify the Indemnified Party pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (eg) ProvidedIn the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article X independently, however any such Indemnified Party shall only be permitted to recover with respect to any particular Losses suffered by it one time as it is the Parties’ intent that none recovery by such particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to bring a claim for indemnification for any breach or inaccuracy of the limitations any representation, warranty or covenant set forth in this Section 5.05 Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of such breach or inaccuracy as of the Execution Date. Notwithstanding the foregoing, an Indemnified Party’s right to indemnification pursuant to this Article X shall apply not be affected by (i) any investigation or audit conducted on or after the Execution Date or (ii) the knowledge of any Party of any breach of a representation, warranty or covenant by any other Party at any time with respect to any Losses matters arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationdiscovered after the Execution Date.

Certain Limitations. (a) The aggregate amount for which either Seller or Buyer Each Lender shall be liable pursuant to Section 5.02 or Section 5.03, as applicable, promptly notify the Borrowers and any other dispute regarding this Agreement or the transactions contemplated hereby, shall not exceed the amount of Purchase Price actually received by Seller. (b) No Party will be entitled to indemnification under Section 5.02 or Section 5.03, as applicable, for any indemnifiable Losses under this Article VI until the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds $100,000, after which time such indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VI. (c) In no event shall any Party be liable to any other Party for any punitive, special, exemplary, or speculative damages, related to the breach, or alleged breach, of this Agreement or in connection with any transaction contemplated hereby, except Administrative Agent (i) if paid in the event it becomes unlawful for such Lender to make, maintain or payable to a third party, or (ii) in connection with any fraud on the part of Seller in connection with this Agreement. Notwithstanding the foregoing, each Party shall have the right to recover all other indirect damages including, without limitation, lost profits, loss of future revenue or income, diminution in value, loss of business reputation, or incidental damages except the Seller and [*****] liability for the lost profit, income or revenue shall not exceed the Purchase Price. (d) Each Party entitled to indemnification hereunder (each, an “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 but not exceeding Ten Thousand U.S. Dollars (US$10,000); provided, however, that (i) no Indemnified Party shall: (1) be required to take any action to mitigate any Losses incurred or suffered to the extent based upon, arising out of, with respect to or by reason of fraud prior to the Closing; (2) be required to bring a legal proceeding against any person; or (3) have any obligation to take any actions that unreasonably interfere with or impact the business of such Indemnified Party; fund Eurodollar Loans and (ii) of any event of which it has knowledge occurring after the failure of an Indemnified Party 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 such reasonable efforts to mitigate 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 not constitute a defense furnish to the Indemnifying Party’s obligations Company and the Administrative Agent a statement in reasonable detail setting forth the additional amount or amounts to indemnify be paid to it under the Indemnified Party pursuant to this Agreement. (eapplicable Section and, in the case of indemnification sought under Sections 4.12(a) Providedor 4.13, however that none a copy of the limitations set forth notice received by the Lender from the Governmental Authority evidencing its tax claim, which shall be conclusive in this 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 under Section 5.05 shall apply 4.9, 4.12 or 4.13, (any such Lender making a claim, an "Affected Lender") 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 Administrative Agent, may obtain, at the Company's expense, a replacement Lender ("Replacement Lender") to replace the Affected Lender, which Replacement Lender, if not already a Lender, must be reasonably satisfactory to the Administrative 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 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 increased costs that it is entitled to any Losses arising from, in connection with or related to, a breach that constitutes fraud or intentional misrepresentationreceive under this Agreement through the date of such sale and assignment.