Common use of Certain Limitations Clause in Contracts

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 100,000.00 (the “BasketDeductible”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 1,000,000.00 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarDeductible. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to of or by reason of any inaccuracy in or breach of any representation Seller Fundamental Representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerFundamental Representation. (d) Notwithstanding anything For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar materiality qualification contained in or otherwise applicable to such representation or warranty, except that such materiality scrape shall not apply to Section 4.04, Section 4.05 or Section 4.06(a). (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the contrary hereinminimum extent necessary to remedy the breach that gives rise to such Loss. (f) In addition to the Cap, none the aggregate amount of all Losses arising out of or by reason of any breach of any Seller Fundamental Representation or Buyer Fundamental Representation shall not exceed the Purchase Price. (g) Any indemnification obligation under this Agreement shall be determined without duplication of recovery by reason of the limitations set forth state of facts giving rise to such obligation constituting a breach of more than one representation, warranty, covenant or agreement hereunder. (h) No Buyer Indemnitee shall be entitled to receive indemnification for any item of Loss to the extent such item is included in the Purchase Price adjustment calculations under Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party2.06.

Certain Limitations. The indemnification provided for in Section 8.02 5.2 and Section 8.03 5.3 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a5.2(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a5.2(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 25,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties Purchaser shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a5.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a5.3(a) exceeds the Basket, in which event Buyer Parties Purchaser shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a5.4(a) and Section 8.04(b5.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.012.1, Section 3.022.2, Section 3.032.3, Section 3.052.9, Section 3.142.11(d), Section 3.172.11(e), Section 3.182.11(f), Section 4.012.14, Section 4.042.16, Section 2.17, Section 2.18, Section 3.1, and Section 4.05 3.2. (d) Seller shall not be liable to the Seller Indemnitees for which indemnification under Section 5.2(c) until the amount of all such Losses under the same sections of all of the Purchase Agreements shall be cappedexceeds, in the aggregate, at $50,000 (the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against “Deductible”), in which event Seller shall only pay or be liable for Losses in excess of the SellerDeductible. (de) Notwithstanding anything to the contrary hereinFor purposes of this Section 5, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) (i) for Losses that do not exceed $15,000 (the “Minimum Claim Amount”), and (ii) until all Losses in respect the aggregate amount of all of Losses, which Losses individually exceed the Seller’s indemnification obligations under Section 8.02(aMinimum Claim Amount, exceed five hundred thousand Dollars ($500,000) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a7.02(a) of all shall not exceed ten percent (10%) of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Price (the “Cap”). (b) Buyer Parties Buyers shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer Parties Buyers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties Buyers shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(bor 7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.03, Section 4.09, Section 4.16(a)(ii), Section 4.19, and Sections 5.01 through Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.06. (d) Notwithstanding anything Solely for purposes of calculating the amount of Losses related to this ARTICLE VII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. For the avoidance of doubt, such qualifications shall not be disregarded for any other purposes, including for the purpose of determining whether there has been an inaccuracy in or breach of such representation or warranty. (e) Sellers shall not be liable to the contrary Buyer Indemnitees under Section 7.02 for any Losses or alleged Losses related to any environmental investigation, monitoring, corrective, cleanup, removal or remedial action: (i) with respect to any condition of contamination identified through any environmental testing, sampling or analysis, or any report to any Governmental Authority, in either case unless (w) required to be performed or made by Buyers pursuant to Environmental Law, (x) expressly directed by a Governmental Authority, which direction shall be delivered to Sellers, (y) required by a contractual obligation, including without limitation, the Leases or (z) required in response to a Third Party Claim, in the case of (w), (y) and (z), as reasonably determined by counsel to Buyers (which may be internal counsel), which determination shall be communicated to Sellers in advance of any action (other than actions taken in response to any emergency); and (ii) except to the extent such action is performed in a reasonably cost effective manner in order to achieve compliance with Environmental Laws or as directed by a Governmental Authority assuming continued industrial use of the Leased Real Property and employing applicable risk based standards and institutional controls as permitted pursuant to Environmental Laws or as directed by a Governmental Authority. (f) Payments by an Indemnifying Party (defined below) pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (defined below) in respect of any such claim; provided, that, with respect to insurance proceeds, such deductions shall be net of any increase in insurance premiums of the Indemnified Party that are directly related to the Loss in question (as established in writing to the reasonable satisfaction of the Indemnifying Party); provided, further, that if any such insurance or similar proceeds are collected following an applicable payment by an Indemnifying Party to an Indemnified Party, then the Indemnified Party shall promptly pay over such insurance or similar proceeds to the Indemnifying Party. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, unless if, in each case, awarded to a third party by a court of competent jurisdiction in a final and non-appealable judgment and actually paid by the Indemnified Party to the third-party claimant. (h) The aggregate amount of all Losses for which Sellers shall be liable pursuant to this Agreement and the Transaction Documents shall not exceed the Purchase Price. (i) Pursuant to Section 2.05, Sellers will retain, following the Closing, certain rights and obligations with respect to the Excluded Environmental Liabilities. As used herein, none the term “Excluded Environmental Liability” means any Liability that (A) (i) arises under any Environmental Law or is related to Hazardous Materials and (ii) constitutes an Excluded Liability pursuant to the terms of this Agreement or (B) results from an inaccuracy in the limitations representation and warranties set forth in Section 8.04(a) 4.18. In furtherance of those rights and obligations, except as provided in Section 8.04(b) shall apply 7.05 with respect to fraud or willful misconduct Third Party Claims, Sellers are hereby authorized by Buyers to negotiate in good faith the settlement of any party.matter to the extent directly related to Sellers’ rights and obligations with respect to the Excluded Environmental Liabilities under this Agreement, provided that in so doing, Sellers consult with Buyers and include Buyer in communications with Governmental Authorities. With respect to any remedial action that is an Excluded Environmental Liability, to the extent such actions are permitted to be taken by the tenant (or its agent) pursuant to the terms of the applicable Lease:

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Seller and the Other Sellers to all Purchaser Indemnified Parties taken together for all Purchaser Losses under Section 9.1(a)(i) by Purchaser Indemnified Parties shall be liable limited to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect a maximum of all of the Seller’s indemnification obligations under Section 8.02(a) of all 10% of the Purchase Agreements exceedsPrice, as adjusted pursuant to this Agreement. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), and 4.4(a) (Properties and Assets) and (ii) fraud or intentional or criminal misconduct or gross negligence by Seller or any Other Seller, in the aggregateeach case, $200,000 (the “Basket”)such indemnification limit will not apply, in which event Seller but such indemnification shall be required limited to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all 100% of the Purchase Agreements shall not exceedPrice, in the aggregate, $1,800,000 (the “Cap”)as adjusted pursuant to this Agreement. (b) Buyer Parties shall not be liable Notwithstanding anything contained herein to the contrary, the maximum aggregate liability of Purchaser to all Seller Indemnitees Indemnified Parties taken together for indemnification all Seller Losses under Section 8.03(a9.1(b)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer by Seller Indemnified Parties shall be required limited to pay a maximum of 10% of the Purchase Price, as adjusted pursuant to this Agreement. Notwithstanding the foregoing, with respect to (i) the breach or be liable for all alleged breach of the representations and warranties set forth in Sections 5.1 (Corporate Existence) and 5.2 (Corporate Authority) and (ii) fraud or intentional or criminal misconduct or gross negligence by Purchaser, in each case, such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties indemnification limit will not apply, but such indemnification shall be liable limited to 100% of the Purchase Price, as adjusted pursuant to Section 8.03(a) shall not exceed the Capthis Agreement. (c) Notwithstanding anything contained herein to the contrary, Seller and the Other Sellers shall not be obligated to make any indemnification payment under Section 9.1(a)(i) unless and until the aggregate Purchaser Losses sustained by the Purchaser Indemnified Parties collectively exceed 0.5% of the Purchase Price as adjusted pursuant to this Agreement (the “Threshold”) and then any indemnification with respect to such Purchaser Losses shall be made by Seller and the Other Sellers only to the extent of such excess over such Threshold. Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to (i) the breach or by reason of any inaccuracy in or alleged breach of the representations and warranties set forth in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority) and 4.4(a) (Properties and Assets) and (ii) fraud or willful or criminal misconduct or gross negligence by Seller or any representation or warranty in Section 3.01Other Seller, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerThreshold will not apply. (d) Notwithstanding anything contained herein to the contrary hereincontrary, none Purchaser shall not be obligated to make any indemnification payment under Section 9.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties collectively exceed the Threshold, and then any indemnification with respect to such Seller Losses shall be made by Purchaser only to the extent of such excess over such Threshold. Notwithstanding the foregoing, with respect to (i) the breach or alleged breach of the limitations representations and warranties set forth in Section 8.04(aSections 5.1 (Corporate Existence) and Section 8.04(b5.2 (Corporate Authority) shall apply to and (ii) fraud or willful or criminal misconduct or gross negligence by Seller or any Other Seller, such Threshold will not apply. (e) Notwithstanding anything contained herein to the contrary, for purposes of Section 9.1(a)(i), Seller shall not be obligated to make any partyindemnification payment with respect to any individual claim for Purchaser Losses thereunder, when taken together with all other related claims for Purchaser Losses as a result of such breach, is less than $75,000 (the “Minimum Claim Amount”). (f) Notwithstanding anything contained herein to the contrary, for purposes of Section 9.1(b)(i), Purchaser shall not be obligated to make any indemnification payment with respect to any individual claim for Seller Losses thereunder, when taken together with all other related claims for Seller Losses as a result of such breach, is less than the Minimum Claim Amount. (g) The representations and warranties of Seller and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the Closing until the 18 month anniversary of the Closing Date; provided, however, the representations and warranties contained in Sections 4.1 (Corporate Existence); 4.2 (Corporate Authority), 4.4(a) (Properties and Assets), 5.1 (Corporate Existence) and 5.2 (Corporate Authority) will survive indefinitely. The covenants and agreements contained in this Agreement shall survive the Closing until the date or dates specified therein or, if not so specified, indefinitely. (h) The obligations to indemnify and hold harmless a party hereto pursuant to Sections 9.1(a)(i) or 9.1(b)(i) shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 9.2(g); provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the indemnifying Person and such claim may be pursued and shall survive the expiration of the survival period until finally resolved. (i) Notwithstanding anything herein to the contrary, a Purchaser Indemnified Party’s right to indemnification hereunder will not be affected by any investigation, notice or knowledge acquired by Purchaser, its counsel or its other representatives at any time, whether before or after the date of this Agreement, with respect to the accuracy or inaccuracy of or compliance or noncompliance with any representation, warranty, covenant or other obligation of Seller.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01 (Organization and Qualification of the Sellers), Section 3.024.02 (Authority of the Sellers), Section 3.034.03 (No Conflicts; Consents), Section 3.054.07 (Title to Purchased Assets), the last sentence of Section 4.08 (Condition and Sufficiency of Assets), Section 3.144.14 (Taxes), Section 3.174.15 (Kylie), Section 3.184.18 (Brokers) (collectively, Section 4.01the “Buyer Deductible Exclusions”)), Section 4.04, and Section 4.05 for which such Losses under until the same sections aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Deductible Exclusions) exceeds 0.5% of the Purchase Agreements Price (the “Deductible”), in which event the Sellers shall be capped, in required to pay or be liable for all such Losses that exceed the aggregate, at Deductible up to an aggregate amount equal to 25% of the Purchase Price; subject Price (the “Indemnity Cap”). (b) The Buyers shall not be liable to the Seller Indemnitees for indemnification under Section 8.06 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any claim brought by inaccuracy in or breach of any Buyer Indemnitee against the Seller. representation or warranty in Section 5.01 (d) Notwithstanding anything to the contrary herein, none Organization of the limitations set forth in Buyers), Section 8.04(a5.02 (Authority of the Buyers), Section 5.03 (No Conflicts; Consents) and Section 8.04(b5.04 (Brokers) (collectively, the “Seller Deductible Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Deductible Exclusions) exceeds the Deductible, in which event the Buyers shall apply be required to fraud pay or willful misconduct of any partybe liable for all such Losses that exceed the Deductible up to an aggregate amount equal to the Indemnity Cap.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.04, Section 3.143.10(a), Section 3.173.12(c) or Section 3.24 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 3.188.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $500,000 (the “Deductible”), in which event Sellers shall only be required to pay or be liable for Losses in excess of the Deductible. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.04, and 4.04 or Section 4.05 for which such Losses under 4.06 (the same sections “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Purchase Agreements shall be cappedSeller Basket Exclusions) exceeds the Deductible, in which event Buyer shall only be required to pay or be liable for Losses in excess of the aggregate, at the Purchase Price; subject Deductible. (c) The Buyer Indemnitees shall not be indemnified pursuant to Section 8.06 8.02(a) with respect to any claim brought Loss (other than those based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.10(a), Section 3.12(c) or Section 3.24 (the “Buyer Indemnitee against Cap Exclusions”)) if the Selleraggregate of all Losses (other than those based upon, arising out of, with respect to or by reason of the Buyer Cap Exclusions) for which the Buyer Indemnitees have received indemnification pursuant to Section 8.02(a) has exceeded $5,000,000. (d) Notwithstanding anything The Seller Indemnitees shall not be indemnified pursuant to Section 8.03(a) with respect to any Loss (other than those based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.04 or Section 4.06 (the contrary herein“Seller Cap Exclusions”)) if the aggregate of all Losses (other than those based upon, none arising out of, with respect to or by reason of the limitations Seller Cap Exclusions) for which the Seller Indemnitees have received indemnification pursuant to Section 8.03(a) has exceeded $5,000,000. (e) Solely for purposes of determining the cost of Losses that an Indemnifying Party is obligated to pay or reimburse an Indemnified Party for pursuant to this Article VIII and not for purposes of determining whether an inaccuracy in or breach of a representation or warranty has occurred for which an Indemnifying Party has an indemnification obligation pursuant to this Article VIII, the Loss incurred from such inaccuracy or breach 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) No party shall be entitled to indemnification for any Loss that was the subject of the Working Capital calculation set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct 2.03. The amount of any partyLosses payable under Section 8.02 or Section 8.03 by the Indemnifying Party shall be: (i) net of any amounts recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor; (ii) reduced by an amount equal to any Tax benefit realized by the Indemnified Party arising from or related to the incurrence or payment of such Losses; and (iii) increased by any Tax detriment associated with the receipt, or right to receive indemnification hereunder; and to the extent the Indemnified Party recognizes a Tax benefit in a year after the receipt of the indemnification payment pursuant to this Section 8.04(f), the Indemnified Party shall pay the amount of such Tax benefit to the Indemnifying Party as such Tax benefits are recognized by the Indemnified Party. The amount of any “Tax benefit” recognized by an Indemnified Party with respect to each Tax year shall be the amount of the relevant deduction, expense, loss, or similar Tax item that accrues to an Indemnified Party for the applicable Tax year multiplied by the effective tax rate of the Indemnified Party for such Tax year. If the Indemnified Party receives any amounts under applicable insurance polices, or from any other Person alleged to be responsible for any Losses in respect of such Losses subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. Notwithstanding anything in this Article VIII, no Indemnified Party or its successors or assigns shall have any right or entitlement to indemnification from an Indemnifying Party for any Losses to the extent that such Indemnified Party or its successors and assigns had already recovered for the Losses with respect to the same matter pursuant to any other provision of this Agreement, and such Indemnified Parties shall be deemed to have waived and released any claims for such Losses and shall not be entitled to assert any such claim for indemnification for such Losses.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller Subject to Section 8.5(c), the Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.2(a) exceeds $50,000 (the “Basket”), in which event Buyer Parties the Company shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 8.5(c), the aggregate amount of all Losses for which the Company shall be liable pursuant to Section 8.2(a) shall not exceed fifteen percent (15%) of the aggregate amount of the consideration paid pursuant to Section 2.2 (the “Cap”). (b) Subject to Section 8.5(c), Buyer shall not be liable to the Company Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Basket. Subject to Section 8.5(c), the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.5(a) and Section 8.04(b8.5(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation Fundamental Representation or warranty in Section 3.01(ii) intentional breach, Section 3.02intentional misrepresentation, Section 3.03criminal misconduct, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought or fraud by any Buyer Indemnitee against the SellerIndemnifying Party. (d) Notwithstanding anything to In determining the contrary existence of, and any Losses arising from, any inaccuracy or breach of a representation or warranty herein, none of the limitations set forth terms “material” or “materially,” any clause or phrase containing “material,” “materially,” “material respects,” “Material Adverse Effect” or any similar terms, clauses or phrases in Section 8.04(a) and Section 8.04(b) any such representation or warranty shall apply to fraud be disregarded (as if such word or willful misconduct of any partyclause, as applicable, were deleted from such representation, warranty or covenant).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitationslimitations provided, for the avoidance of doubt, such limitations shall not apply to any indemnification by Seller that is governed by Article VI: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.023.02 Section 3.03 and Section 3.15 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 3.038.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $500,000, in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 3.058.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.14, Section 3.17, Section 3.18, Section 4.01, 4.01 and Section 4.04, payments due to Seller under Article VI, and Buyer’s covenant regarding the WARN Act under Section 4.05 for which such Losses under 5.13 (the same sections “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of the Purchase Agreements shall be cappedindemnification under Section 8.03(a) (other than those based upon, in the aggregatearising out of, at the Purchase Price; subject to Section 8.06 with respect to any claim brought or by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none reason of the limitations set forth Seller Basket Exclusions) exceeds $500,000, in Section 8.04(a) and Section 8.04(b) which event Buyer shall apply be required to fraud pay or willful misconduct of any partybe liable for all such Losses from the first dollar.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds Two Hundred Thousand Dollars ($200,000 200,000) (the “Basket”), in which event Seller shall only be required to pay or be liable for all such Losses from the first dollarin excess of such amount. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed Three Million Three Hundred Seventy Five Thousand Dollars ($1,800,000 3,375,000) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any of the Seller Fundamental Representations, the Buyer Fundamental Representations or any representation or warranty in Section 4.20, or Section 4.21 or (ii) Fraud Matters. (d) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04warranty, and Section 4.05 for which such any Losses under the same sections of all of the Purchase Agreements with respect thereto, shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller Subject to Section 7.04(c), Company shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.02(a) exceeds $50,000 (the “Basket”), in which event Buyer Parties Company shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 7.04(c) and Section 7.07, the aggregate amount of all Losses for which Company shall be liable pursuant to Section 7.02(a) shall not exceed fifteen percent (15%) of the Transaction Shares issued to OPKO, based on the Closing Price (the “Cap”). (b) Subject to Section 7.04(c), Buyer shall not be liable to the Company Indemnitees for indemnification under Section 7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Basket. Subject to Section 7.04(c), the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation Fundamental Representation, (ii) intentional breach, intentional misrepresentation, criminal misconduct, or warranty in fraud by any Indemnifying Party, or (iii) Section 3.017.02(c), Section 3.027.02(d), or Section 3.037.03(c) (collectively, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller“Indemnification Exclusions”). (d) Notwithstanding For purposes of this Article VII, notwithstanding anything contained herein to the contrary hereincontrary, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach or alleged breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 150,000 (the “BasketBasket Amount”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollarin excess of $75,000. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 (the “Cap”)2,000,000. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketBasket Amount, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollarin excess of $75,000. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap$2,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Seller Fundamental Representations, provided that, the aggregate amount of all such Losses for which Seller shall be liable shall not exceed the Total Purchase Price. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any an inaccuracy in or breach of a representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, 4.01 and Section 4.04, and Section 4.05 provided that, the aggregate amount of all such Losses for which such Losses under the same sections of all of the Purchase Agreements Buyer shall be capped, in liable shall not exceed the aggregate, at the Total Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (de) Notwithstanding anything to the contrary hereinforegoing, none of the limitations set forth in Section 8.04(a) and Section 8.04(b8.04(c) shall not apply to fraud Losses based upon, arising out of, with respect to or willful misconduct by reason of any partyinaccuracy in or breach of a representation and warranty in Section 3.16 or Section 3.18 or with respect to indemnification provided for in Section 8.02(c) or Section 8.02(d). (f) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty and the calculation of any Losses resulting therefrom shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Seller The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a9.03(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds Fifty Thousand Dollars ($200,000 50,000) (the “Basket”), in which event the Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Seller shall be liable pursuant to Section 8.02(a9.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed Five Million Dollars ($1,800,000 5,000,000) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) fraud, intentional misrepresentation, (ii) breach of any of the Fundamental Representations, or (iii) any Excluded Liability. (d) For purposes of determining the amount of Losses pursuant to this Article IX, any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Seller Subject to Section 9.04(c), Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.02(a) exceeds $50,000 (the “Basket”), in which event Buyer Parties Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Subject to Section 9.04(c) and Section 9.07, the aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 9.02(a) shall not exceed fifteen percent (15%) of the Transaction Shares, based on the Closing Price (the “Cap”). (b) Subject to Section 9.04(c), Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Basket. Subject to Section 9.04(c), the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation Fundamental Representation, (ii) intentional breach, intentional misrepresentation, criminal misconduct, or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought fraud by any Buyer Indemnitee against Indemnifying Party, or (iii) Section 9.02(c) (collectively, the Seller“Indemnification Exclusions”). (d) Notwithstanding For purposes of this Article IX, notwithstanding anything contained herein to the contrary hereincontrary, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach or alleged breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Sellers acknowledge and agree that, notwithstanding anything contained herein to the contrary, following the Closing Date, Sellers shall not be entitled to or shall not pursue any rights of contribution or similar rights against the Company or any Subsidiary for any Losses paid or payable to any Buyer Indemnitees hereunder by Sellers or Sellers' Representative.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 25,000 (the “"Basket”"), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a) of all shall not exceed ten percent (10%) of the total Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Price actually paid by Buyer to such Seller (the “"Cap”"). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed ten percent (10%) of the Captotal Purchase Price actually owed by Buyer under the Agreement as of the time of the applicable Loss. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.023.04, Section 3.03, Section 3.05, Section 3.143.13, Section 3.17, Section 3.183.21, Section 4.01, 4.01 and Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything The aggregate amount of all Losses for which any Seller shall be liable pursuant to the contrary herein, none of the limitations set forth in Section 8.04(a8.02(a) and (b) and Section 8.04(b) 6.02, whether or not such Losses are subject to the Cap, shall apply be limited to the portion of the Purchase Price actually received by such Seller hereunder (other than Losses arising from fraud or willful misconduct on the part of such Seller), provided, however, that for purposes of determining the portion of the Purchase Price actually received by such Seller pursuant to this Section 8.04(d), any Buyer Shares received by any Seller hereunder shall not be considered received by the appliable Seller until such Buyer Shares are no longer subject to the restrictions contained in Section 5.06. (e) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any partyrepresentation 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) Each Indemnified Party and each Indemnifying Party shall use its commercially reasonable efforts to mitigate any Loss arising from or related to ARTICLE VI or this ARTICLE VIII upon becoming aware of any event or circumstance that gives rise thereto.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.04, Section 3.143.16, Section 3.173.19, Section 3.183.20, Section 4.01, Section 4.04, 3.21 and Section 4.05 for which such Losses under 3.24, or in connection with the same sections Post Closing Adjustment (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of the Purchase Agreements shall be cappedindemnification under Section 8.02(a) (other than those based upon, in the aggregatearising out of, at the Purchase Price; subject to Section 8.06 with respect to or by reason of the Buyer Basket Exclusions) exceeds One Hundred Twenty-Five Thousand Dollars ($125,000), in which event Sellers shall be required to pay or be liable for all such Losses from the first dollar. Notwithstanding the foregoing, the aggregate amount of all Losses Sellers shall be liable for pursuant to Section 8.02(a) shall be an amount equal to Three Million Six Hundred Fifty Thousand Dollars ($3,650,000); provided, however, that the foregoing limitation shall not apply for indemnification of the Buyer Indemnitees under Section 8.02(a) based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions (b) Buyer shall not be liable to the Sellers Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any claim brought inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.04 (the “Sellers Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Sellers Basket Exclusions) exceeds One Hundred Twenty-Five Thousand Dollars ($125,000), in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. Notwithstanding the foregoing, the aggregate amount of all Losses Buyer shall be liable for pursuant to Section 8.03(a) shall be an amount equal to Three Million Six Hundred Fifty Thousand Dollars ($3,650,000); provided, however, that the foregoing limitation shall not apply for indemnification of the Sellers Indemnitees under Section 8.03(a) based upon, arising out of, with respect to or by reason of the Sellers Basket Exclusions. (c) Buyer shall be entitled to offset and withhold any amounts due to any Buyer Indemnitee Indemnities pursuant to this Article VIII against any payments to be made by Buyer to the SellerSellers under Section 2.06. (d) Notwithstanding anything to the contrary hereinFor purposes of this Article VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Notwithstanding anything contained herein to the contrary, the maximum aggregate Liability of Seller to all members of the Buyer Group pursuant to (i) Section 9.1(c) and Section 9.1(h) shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceedslimited to, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements and shall not exceed, $6,250,000 and (ii) this Agreement shall be limited to, and shall not exceed, $8,000,000; provided, however, that such limitations shall not be applicable in the aggregateevent of intentional and willful fraud as further described in Section 9.5. Notwithstanding anything contained herein to the contrary, the maximum aggregate Liability of Buyer to all members of the Seller Group pursuant to Section 9.2(c) shall be limited to, and shall not exceed, $1,800,000 (6,250,000; provided, however, that such limitation shall not be applicable in the “Cap”)event of intentional and willful fraud as further described in Section 9.5. (b) Buyer Parties Notwithstanding anything contained herein to the contrary, (i) Seller shall not be liable obligated to the Seller Indemnitees for indemnification make any payment under Section 8.03(a9.1(a), Section 9.1(c) or Section 9.1(h) (A) in respect of any individual Claim for Damages unless such individual claim is for $50,000 or more and (B) unless and until the aggregate amount of all Losses such Damages exceeds $250,000 on an aggregate basis, in which case Seller shall be liable solely to the extent of such excess, provided, for the avoidance of doubt, that in no event shall this Section 9.3(b)(i) be deemed to apply to Section 9.9 and (ii) Buyer shall not be obligated to make any payment under Section 9.2(c) (A) in respect of indemnification under Section 8.03(aany individual Claim for Damages unless such individual claim is for $50,000 or more and (B) unless and until the amount of all such Damages exceeds the Basket$250,000 on an aggregate basis, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties case Seller shall be liable pursuant solely to Section 8.03(a) shall not exceed the Capextent of such excess. (c) Notwithstanding The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance polices) by or on behalf of the foregoingIndemnified Party from third parties (including, for the avoidance of doubt, the limitations set forth in Specified Parties and any amounts recovered pursuant to Section 8.04(a9.8) and Section 8.04(b) shall not apply to Losses based uponany Tax benefits actually recognized by such Indemnified Party arising in connection with the accrual, arising out of, with respect to incurrence or by reason payment of any inaccuracy in or breach of any representation or warranty in Section 3.01such Damages (such amounts and Tax benefits are collectively referred to herein as “Indemnity Reduction Amounts”). For this purpose, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04the Indemnified Party shall be deemed to recognize a Tax benefit if, and Section 4.05 to the extent that, the Indemnified Party’s cumulative liability for Taxes, calculated by excluding any Tax items attributable to the Damages, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of the Tax year for which such Losses calculation is being made, calculated by taking into account any Tax items attributable to the Damages (to the extent permitted by relevant Tax Law and treating such Tax items as the last items claimed for any Tax year). If any Indemnified Party receives or recognizes any Indemnity Reduction Amounts in respect of an Indemnified Claim for which indemnification is provided under this Agreement after the same sections full amount of all 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 determined remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit (without offset or deduction) to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Indemnified Claim, less (ii) the amount of the Purchase Agreements indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be capped, entitled to any benefit they would not be entitled to receive in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none absence of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply indemnification provisions by virtue of the indemnification provisions hereof. Each Party will, or will cause each Indemnified Party to, as appropriate, use its commercially reasonable efforts to fraud pursue promptly any claims or willful misconduct rights it may have against all third parties which would reduce the amount of any partyDamages for which indemnification is provided under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 2,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollar$1,000,000 of such Losses. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 30,000,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollar$1,000,000 of such 83 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. Losses. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (x) fraud, criminal activity, or willful misconduct of any party hereto or (y) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, and Section 4.05 4.08, Section 4.18, Section 4.19, Section 4.21, Section 4.24, Section 5.01, Section 5.02, or Section 5.04; provided, however, that the aggregate amount of all Losses for which such Losses under the same sections of all of the Purchase Agreements either party shall be cappedliable based upon, in the aggregatearising out of, at the Purchase Price; subject to Section 8.06 with respect to or by reason of any claim brought inaccuracy in or breach of any of the representations or warranties referenced in this clause (y), other than the representations and warranties in Section 4.18, and other than as set forth in clause (x) of this Section 8.04(c), shall not exceed the Upfront Payment; and provided, further, that the aggregate amount of all Losses for which Seller shall be liable based upon, arising out of, with respect to or by reason of any Buyer Indemnitee against inaccuracy in or breach of Section 4.18 shall not, other than as set forth in clause (x) of this Section 8.04(c), exceed the Selleramount of $10,000,000. (d) Notwithstanding anything to For purposes of this ARTICLE VIII, the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct amount of any partyLosses caused by, resulting from, or arising out of any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 9.02 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of all indemnification under Section 9.02(a) and Section 6.02(a) of the Seller’s indemnification obligations under Section 8.02(a) of all of the Goodwill Purchase Agreements exceeds, in the aggregate, Agreement exceeds $200,000 550,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a9.02(a) and Section 6.02(a) of all of the Goodwill Purchase Agreements Agreement shall not exceed, in the aggregate, exceed $1,800,000 5,250,000 (the “"Cap”"). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, Section 4.03, the first two sentences of Section 4.09(a), Section 4.20, Section 5.01, Section 5.03, the first sentence of Section 5.10(a), and Section 4.05 5.21. (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which such Losses under the same sections of all Buyer and TMG shall be liable pursuant to Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreements Agreement shall be capped, in not exceed the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerCap. (d) Notwithstanding anything to the contrary hereinforegoing, none of the limitations set forth in Section 8.04(a9.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 6.01, Section 6.02, Section 6.03, the first sentence of Section 6.08(a), Section 6.21 and Section 8.04(b6.24. (e) shall apply to fraud For purposes of this ARTICLE IX, any inaccuracy in or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or TMG Material Adverse Effect, as applicable, or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.2(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds ten thousand dollars ($200,000 10,000) (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a8.2(a) of all shall not exceed fifteen percent (15%) of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Price (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a6.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b8.4(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.1, Section 3.023.2, Section 3.033.3, Section 3.053.10, Section 3.14, Section 3.173.18 and Section 3.20. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.1(a) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.1, Section 3.183.2, Section 4.013.3, Section 4.043.10, Section 3.14, Section 3.18 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements 3.20 shall be capped, in the aggregate, at not exceed the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary hereinFor purposes of this Article 8, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The Parties’ indemnification provided for in obligations under Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Neither Affinity nor Buyer shall be liable to the Buyer Indemnitees have any liability for indemnification monetary Losses arising under Section 8.02(a) or Section 8.03(a), until all the aggregate amount of Losses in respect of all of related thereto for which the Seller’s indemnification obligations under Section 8.02(aAffinity or Buyer, as applicable, would otherwise be required to provide indemnification, exceeds an amount equal to Five Million Dollars ($5,000,000) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “BasketBasket Amount”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount Liability of all Affinity, on the one hand, and Buyer, on the other hand, for any Losses for which Seller shall be liable pursuant with respect to Section 8.02(a) of all of the Purchase Agreements matters set forth in this ARTICLE VIII shall not exceed, in exceed an amount equal to the aggregate, $1,800,000 Escrow Amount (the “Cap”); provided, that the Cap shall not apply with respect to (i) claims for any knowing and intentional common law fraud or willful breach, or (ii) Losses resulting from, arising out of or relating to breaches of the Affinity Fundamental Representations. (b) Neither Affinity nor Buyer Parties shall have any liability for monetary Losses under Section 8.02(a) or Section 8.03(a) unless and until the aggregate amount of all monetary Losses under Section 8.02(a) or Section 8.03(a) as applicable, for which Affinity or Buyer, as applicable, would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to the Basket Amount, at which point Affinity or Buyer, as applicable, subject to the other provisions of this Section 8.04, shall indemnify the Buyer Indemnitees or the Affinity Indemnitees, as applicable, for the full amount of all such Losses in excess of such Basket Amount, subject in all respects to the Cap. (c) From the Closing Date until the sixth (6th) anniversary of the Closing Date, the Buyer Indemnitees shall not be liable entitled to the Seller Indemnitees for indemnification recover any Losses under a claim pursuant to Section 8.03(a8.02(d) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees with respect to the Special DOH Indemnity exceed the amounts accrued related to the Special DOH Indemnity in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable Closing Statement (as finally determined pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller2.07(d)). (d) Notwithstanding anything in this Agreement to the contrary hereincontrary, none any and all indemnification payments required to be made by Affinity pursuant to Section 8.02 shall be paid solely from the Escrow Fund to the extent available in accordance with the Escrow Agreement. Affinity shall not be required to pay any Buyer Indemnitee for any indemnifiable Losses under Section 8.02 once the Escrow Fund has been exhausted; provided, however, that the foregoing limitation shall not apply to (i) any claims for any knowing and intentional common law fraud or willful breach by Affinity, or (ii) any Losses resulting from, arising out of or relating to breaches of the limitations Affinity Fundamental Representations. The Escrow Agent shall distribute to Affinity, subject to the terms and conditions of the Escrow Agreement, immediately following the Survival Period, the then remaining Escrow Amount in excess of the sum of any amounts with respect to (x) which Buyer is entitled to, but has not yet received, indemnification, pursuant to this ARTICLE VIII (plus the amount of any interest or income earned on such amount), (y) any unresolved claims for indemnification as of such date (plus the amount of any interest or income earned on such amount) and (z) any amounts disputed but not yet resolved pursuant to Section 2.07. Once all indemnification claims are resolved between the Parties in accordance with this ARTICLE VIII, and all disputes (if any) are resolved between the Parties in accordance with Section 2.07, as applicable, all remaining amounts in the Escrow Fund, if any, shall be paid to Affinity. (e) The amount of any Losses for which indemnification is provided to an Indemnified Party under this ARTICLE VIII shall be net of any amounts actually recovered by such Indemnified Party under policies of insurance (less any costs and expenses of recovery thereof), with respect to such Losses. If and to the extent any insurance proceeds are actually received by any Indemnified Party after such Indemnified Party has recovered any Losses pursuant to this ARTICLE VIII such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to such insurance proceeds to which the Indemnifying Party is entitled pursuant to the first sentence of this paragraph. (f) No Indemnified Party shall be entitled to be compensated more than once for the same Loss. (g) Each Indemnified Party shall use commercially reasonable efforts to mitigate Losses for which indemnification may be claimed by such Indemnified Party under this Agreement to the extent required by applicable Law. (h) The right of an Indemnified Party to indemnification or to assert or recover on any claim shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy of, or compliance with, any of the representations, warranties, covenants, or agreements set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct this Agreement. The waiver of any partycondition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, shall not affect the right to indemnification or other remedy based on such representations, warranties, covenants or agreements.

Certain Limitations. The indemnification provided for in Section 8.02 8.01 and Section 8.03 8.02 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.01(a) until (i) the individual breach or liability or series of breaches or liabilities related to such Seller warranty breaches or indemnified liabilities, as applicable, exceeds $10,000 and (ii) the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.01(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 150,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a8.01(a) (other than in the case of all any fraud, intentional misrepresentation, willful misconduct or criminal conduct by or on behalf of any Seller or the Company) shall not exceed 100% of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Price (the “Cap”). Any payment to Buyer for Losses may be made in cash or shares of Buyer Stock by Seller(s) valued at the then current market price therefor in the sole discretion of the tending Seller(s); however, should the value of the shares of Buyer Stock not be sufficient to satisfy such Losses, then the balance of such Losses shall be payable by Seller in cash. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.02(a) until (i) the individual breach or liability or series of breaches or liabilities related to such Buyer warranty breaches or indemnified liabilities, as applicable, exceeds $10,000 and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.02(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.02(a) (other than in the case of any fraud, intentional misrepresentation, willful misconduct or criminal conduct by or on behalf of the Buyer) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) Error! Reference source not found. and Section 8.04(b) Error! Reference source not found. shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.024.01, Section 3.03, Section 3.04, Section 3.05, Section 3.143.08, Section 3.173.11, Section 3.183.13, Section 4.01, Section 4.044.02, Section 4.13, Section 4.16, Section 4.20, Section 4.23, Section 5.01 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.06. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything in this Agreement to the contrary hereinand for the avoidance of doubt, none of the limitations on indemnification set forth in Section 8.04(a) and Section 8.04(b) this Error! Reference source not found. shall apply to fraud any indemnification claims arising out of, relating to or resulting from fraud, intentional misrepresentation, willful misconduct or criminal conduct. (f) An Indemnified Party shall not be entitled to indemnification for any punitive damages, except to the extent any such damages are payable to a third party in connection with a Third Party Claim or except in connection with any fraud, intentional misrepresentation, willful misconduct or criminal conduct. (g) The amount of any partyLosses for indemnification hereunder shall be calculated net of any amounts actually recovered by the Indemnified Party for such Losses under any applicable third party insurance policies (excluding self-insurance arrangements) or from any third party alleged to be responsible therefor (the “Collateral Sources”), less the costs and expenses incurred by the Indemnified Party to collect any such insurance proceeds or other amounts (including reasonable attorneys’ fees and expenses and, in the case of insurance proceeds, any deductibles or self‑insured retentions, any increases in premium or any retroactive premium adjustments directly related to obtaining such insurance proceeds) (collectively, the “Recovery Costs”), it being agreed and understood that no Indemnified Party shall have any obligation to seek recovery under any insurance policy prior to making any indemnification claim hereunder. If the Indemnified Party actually receives any amounts from any Collateral Source for any Damages after receiving an indemnification payment from the Indemnifying Party in respect of such Damages, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any such indemnification payment up to the amount actually received by the Indemnified Party from such Collateral Source, less the Recovery Costs.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a7.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 (the “Basket”)100,000, in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties Parent and the Surviving Company shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket$100,000, in which event Buyer Parties Parent and the Surviving Company shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding The aggregate liability of the foregoing, the limitations set forth in Sellers with respect to Losses for all claims under Section 8.04(a) and Section 8.04(b7.02(a) shall not apply to Losses based uponexceed $3,000,000, arising out of, with respect to or by reason of any inaccuracy in or except that there is no limit on liability for a breach of any representation or warranty in Section 3.01, Section 3.02, 3.02 or Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything The aggregate liability of Parent and the Surviving Company with respect to Losses for all claims under Section 7.03(a) shall not exceed $3,000,000; except that there is no limit on liability for a breach of Section 4.01, Section 4.03, Section 4.05 or Section 4.07. (e) The Sellers, on the one hand, and the Parent and the Surviving Company, on the other hand, will not be liable for any Losses for any breach of representation or warranty if the Parent, Merger Sub or any of their employees, officers or representatives (in the case of the Sellers) or the Sellers (in the case of the Parent and the Surviving Company) actually knew of the applicable facts and circumstances related to the contrary herein, none applicable representation and warranty and that the breaching party was actually in breach of such representation and warranty as of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any partyClosing Date.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 shall 7.03 will be subject to the following limitations: (a) No Seller shall Sellers and Equity Holders will not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.02(a) exceeds one half of one percent (0.5%) of the Purchase Price (the “Basket”), in which event Sellers and Equity Holders will be required to pay or be liable only for Losses in excess of the Basket. The aggregate amount of all Losses for which Sellers and Equity Holders will be liable pursuant to Section 7.02(a) will not exceed One Million, Five Hundred Thousand Dollars ($1,500,000.00) (the “Cap”). Buyer will not be liable to the Seller Indemnitees for indemnification under Section 7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) exceeds the Basket, in which event Buyer Parties shall will be required to pay or be liable only for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall will be liable pursuant to Section 8.03(a7.03(a) shall will not exceed the Cap. (cb) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b) shall will not apply to any Losses (i) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.01 (Authority, Organization and Qualification of Seller), Section 3.023.02 (No Subsidiaries), Section 3.033.03(a) (No Conflicts; Consents), Section 3.053.08(a) (Title to Purchased Assets), Section 3.143.13 (Brokers), Section 3.174.01 (Organization and Authority of Buyer), Section 3.18, Section 4.01, Section 4.044.02(a) (No Conflicts; Consents), and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped4.03 (Brokers), in the aggregate, at the Purchase Price; subject or (ii) relating to Section 8.06 with respect 7.02(b), Section 7.02(c), Section 7.02(d), Section 7.02(e), Section 7.02(f), Section 7.02(g), or Section 7.03(b). The Losses excepted from the limitations in Section 7.04(a) in this paragraph instead will be limited to an amount equal to the Twenty Million Dollars ($20,000,000). (c) For purposes of this ARTICLE VII, the amount of Losses (but not whether the underlying breach or inaccuracy exists) will be determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall will not apply to fraud any inaccuracy in or willful misconduct breach of any partyrepresentation and warranty constituting actual fraud under applicable Law.

Certain Limitations. The indemnification provided for in Section 8.02 issuance and Section 8.03 shall be subject sale of the Shares issuable pursuant to the following limitations: applicable VWAP Purchase Notice (a) No Seller shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. applicable VWAP Purchase Maximum Amount, (b) shall not cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, and (c) Notwithstanding when such Shares are aggregated with (1) all Initial Commitment Shares, (2) all Initial Purchase Shares, (3) all Additional Commitment Shares issued or issuable by the foregoingCompany to 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 the Additional Commitment Share Trigger Date, the limitations set forth in Section 8.04(aCompany 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) and Section 8.04(b) all Shares that have been issued or 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 apply cause the Exchange Cap (to Losses based uponthe extent applicable 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 any inaccuracy Common Stock under this Agreement in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all excess of the Purchase Agreements shall be capped, Exchange Cap in accordance with the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none applicable rules of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any partyTrading Market.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller Sellers and Aero shall not be liable to the Buyer Indemnitees for an individual claim or series of related claims for indemnification under Section 8.02(a8.2(a) until all the aggregate amount of Losses in respect for such claim or series of all of the Seller’s indemnification obligations under Section 8.02(arelated claims exceeds TWENTY THOUSAND DOLLARS ($20,000) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”"Threshold"), in which event Seller Sellers and Aero shall be required require to pay or be liable for all such Losses from the first dollar; provided, however that the Threshold shall not apply to any inaccuracy in or misrepresentation of any representation or warranty in Section 4.1, Section 4.2, Section 4.8, Section 4.17, Section 4.19, or Section 4.20. The aggregate amount of all Losses for which Seller Sellers and Aero shall be liable pursuant to Section 8.02(a8.2(a) shall not exceed FIVE HUNDRED THOUSAND ($500,000); provided, however that the aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 8.2(a) with respect to or by reason of any inaccuracy in or misrepresentation of any representation or warranty in Section 4.1, Section 4.2, Section 4.8, Section 4.17, Section 4.19, and Section 4.20 shall not exceed the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”)Price. (b) Buyer Parties shall not be liable to the Seller Sellers Indemnitees for an individual claim or series of related claims for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect for such claim or series of indemnification under Section 8.03(a) related claims exceeds the BasketThreshold, in which event Buyer Parties shall be required require to pay or be liable for all such Losses from the first dollar; provided, however that the Threshold shall not apply to any inaccuracy in or misrepresentation of any representation or warranty in Section 5.1, and Section 5.2. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapPurchase Price. (c) Notwithstanding the foregoingFor purposes of this Article VIII, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds Fifty Thousand and 00/100 Dollars ($200,000 50,000.00) (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket amount. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed One Hundred Fifty Thousand and 00/100 Dollars ($1,800,000 150,000.00) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket Amount. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, subsection (a) only of Section 4.01, Section 4.044.02, Section 4.08, Section 4.09, subsections (d) through (j) of Section 4.11, Section 4.18, Section 4.19, Section 4.21, Section 4.22, Section 5.01, Section 5.02 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.04. (d) Notwithstanding anything to the contrary hereinFor purposes of this ARTICLE VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Buyer Material Adverse Effect or Seller Material Adverse Effect, as applicable, or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The amount of any Loss for which indemnification is provided under this ARTICLE VIII shall be net of any amount actually recovered by the Indemnified Party under insurance policies with respect to such Loss.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 25,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for only to the extent (and solely with respect to the amount that) such aggregate amount of all such Losses from exceed the first dollarBasket. The Notwithstanding the foregoing, the aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 1,450,000 (the “General Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for only to the extent (and solely with respect to the amount that) such aggregate amount of all such Losses from exceed the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the General Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and or Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01the Fundamental Representations, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all shall be subject to an increased cap of the Purchase Agreements shall be cappedPrice (the “Fundamental Cap”). Losses based upon, in the aggregatearising out of, at the Purchase Price; subject to Section 8.06 with respect to any claim brought or by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything reason of fraud or willful misconduct shall not be subject to the contrary herein, none of the limitations set forth in Section 8.04(a) and ), Section 8.04(b) shall apply to fraud or willful misconduct of any partythis Section 8.04(c).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds One Hundred Fifty Thousand Dollars 00/100 $200,000 150,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements 8.02 shall not exceed, in the aggregate, exceed Nine Hundred Thousand Dollars 00/100 ($1,800,000 900,000) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, Section 4.08, Section 4.18, Section 4.09, Section 4.21, Section 4.22, Section 4.24, Section 5.01, Section 5.02 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.04. (d) Notwithstanding anything For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to the contrary hereinany materiality, none Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The representations, warranties and covenants of Seller and Buyer’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 Buyer or by reason of the limitations fact that the Buyer knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Buyer’s waiver of any conditions set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party7.02.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until for any individual claim in which the Losses relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) are less than $50,000. (b) Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02 (a) except to the extent that the aggregate amount of all Losses, excluding those Losses for which Seller is not liable to the Buyer Indemnitees by reason of the provisions of Section 8.04(a), in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 750,000 (the “Basket”), in which event Seller shall be required and then only to pay or be liable for all the extent such Losses from exceed the first dollarBasket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed twenty-two million and two hundred thousand dollars ($1,800,000 22,200,000) (the “Cap”). (bc) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.03 (a) until except to the extent that the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.04(b) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of (x) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.04, Section 3.143.19, Section 3.173.24, Section 3.18, Section 4.01, Section 4.04, 4.01 and Section 4.05 4.04 or (y) any intentional misrepresentations or fraud; provided, however, (i) the aggregate amount of Losses for which such Losses under the same sections Seller shall be liable pursuant to (A) Section 8.02(a) by reason of all any inaccuracy in or breach of the Purchase Agreements representation and warranty in Section 3.19 and (B) Section 8.02(f) relating to environmental matters shall not exceed seventy-four million dollars ($74,000,000) and (ii) the maximum aggregate amount of Losses for which Seller shall be cappedliable under this Agreement shall not exceed one hundred forty-eight million dollars ($148,000,000). (e) For purposes of this Article VIII, in the aggregateevent any inaccuracy in or breach of any representation or warranty shall occur, at then the Purchase Price; determination of Loss shall be determined without regard to any qualification as to materiality, Material Adverse Effect, Material Loss or other similar qualification contained in or otherwise applicable to such representation or warranty. The amount of any Losses subject to Section 8.06 indemnification under this Agreement shall be reduced or reimbursed, as the case may be, by (i) any third party insurance proceeds and third party recoveries actually received by an Indemnified Party as a direct consequence of such Losses (“Applicable Insurance Recoveries”) and (ii) cash tax savings or refunds actually received as a direct consequence of such Losses by an Indemnified Party in the year of such Losses or the year immediately following such Losses (“Applicable Tax Recoveries” and, together with Applicable Insurance Recoveries, “Applicable Recoveries”); provided, however, no party shall have an obligation to seek any such Applicable Recoveries. If an Indemnified Party receives any Applicable Recoveries with respect to Losses that were the subject of indemnification under this Agreement at any claim brought time subsequent to the payment of such indemnification by any Buyer Indemnitee against the SellerIndemnifying Party, then the Indemnified Party shall promptly reimburse or procure such reimbursement to the Indemnifying Party of the amount of such Applicable Recoveries. (df) Notwithstanding anything Buyer shall, and shall procure that each Buyer Indemnitee shall, and Seller shall, and shall procure that each Seller Indemnitee shall, make commercially reasonable efforts to the contrary herein, none of the limitations set forth in Section 8.04(a) mitigate or minimize Losses under this Agreement upon and Section 8.04(b) shall apply to fraud or willful misconduct after becoming aware of any partyevent or condition that would reasonably be expected to give rise to any Losses that are indemnifiable under this Agreement; provided that such Indemnified Party shall not be required to incur extraordinary or unreasonable expense or risk to mitigate or minimize any such Losses. If an Indemnified Party fails to so mitigate an indemnifiable Loss under the preceding sentence, the Indemnifying Party shall have no liability for any portion of such Loss that would reasonably be expected to have been avoided had the Indemnified Party made such efforts.

Certain Limitations. The indemnification provided for in Section 8.02 9(b) and Section 8.03 9(c) shall be subject to the following limitations:: 66 (ai) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9(b)(i) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9(b)(i) exceeds an amount equal to one percent (1%) of the Premium (the “Basket”), in which event the Buyer Indemnitees shall be required to pay and be liable for all Losses up to the Basket and Seller shall be required to pay and be liable for all such Losses that equal or exceed the Basket; provided, however, that the aggregate amount of all Losses for which Seller shall be liable, in the aggregate, pursuant to Section 9(b)(i) shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Cap”). For the avoidance of doubt, the Cap does not include any Losses paid by Buyer up to the Basket. (ii) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 9(c)(i) until the aggregate amount of all Losses in respect of indemnification under Section 9(c)(i) exceeds the Basket, in which event Buyer Parties the Seller Indemnitees shall be required to pay or and be liable for all Losses up to the Basket and Buyer shall be required to pay and be liable for all such Losses from that equal or exceed the first dollar. The Basket; provided, however, that the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9(c)(i) shall not exceed the Cap. For the avoidance of doubt, the Cap does not include any Losses paid by Seller up to the Basket. (ciii) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9(d)(i) and Section 8.04(b9(d)(ii) shall not apply to (i) Losses under Section 9(b)(i) or Section 9(c)(i) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representations, Losses arising out of or warranty in related to any fraud or intentional misrepresentation, or any Losses under Section 3.01, 9(b)(iii) and Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.049(c)(ii), and Section 4.05 for which instead such Losses under the same sections of all of the Purchase Agreements shall be capped, not in the aggregateaggregate with all other Losses under Section 9(b)(i) or Section 9(c)(i), at as applicable, exceed an amount equal to the Purchase Price; subject to or (ii) attorneys’ fees and costs. (iv) For purposes of this Section 8.06 9 any inaccuracy in or breach of any representation or warranty shall be determined with respect to any claim brought by any Buyer Indemnitee against materiality, Material Adverse Effect or other similar qualification, but once there is such inaccuracy or breach, the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct amount of any partyresulting Losses shall be calculated without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller The Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 400,000 (the “Basket”), in which event Seller the Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller the Sellers shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 5,800,000 (the “Cap”); provided, however, notwithstanding the foregoing, the aggregate amount of all Losses for which the Sellers shall be liable pursuant to a breach of Fundamental Representation shall not exceed the Purchase Price. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representation, or warranty in Section 3.01for fraud or intentional misrepresentation. Further, Section 3.02for the sake of clarity, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to fraud Losses resulting from, arising out of, or willful misconduct based upon Sections 8.02(b), (c), (d), (e), (f), (g) and (h). (d) For purposes of this ARTICLE 8, any inaccuracy in or breach of any partyrepresentation or warranty, and the extent of any Losses pursuant thereto, shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Parent and Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.143.19, Section 3.173.20 and Section 3.24, together being the “Buyer Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 3.188.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $50,000, in which event Parent and Seller, jointly and severally, shall be required to pay or be liable for all such Losses from the first dollar. With respect to Losses relating to any listed item in the Closing Holdback Amount, only Losses in excess of the Closing Holdback Amount for such item shall be counted toward the $50,000 basket. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 4.018.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01 and Section 4.04, and together being the “Seller Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 4.05 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $50,000, in which event Buyer shall be required to pay or be liable for which all such Losses under from the same sections of all first dollar. (c) Notwithstanding any other provision hereunder, the total amount of the Purchase Agreements Seller’s indemnification obligations shall be cappedlimited to an amount that shall not exceed, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against amount of the SellerDeferred Price Payment. (d) Notwithstanding anything to the contrary hereinFor purposes of this Article VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller NII Telecom shall not be liable to the Buyer Investor Indemnitees for indemnification under Section 8.02(a8.2(a) or Section 8.2(b) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.2(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 and Section 8.2(b) exceeds 1.0% (the “Basket”)) of the aggregate amount of capital contributed to the Company by Investor pursuant to Sections 2.1 to 2.7 (each inclusive) at the time for payment of such amount, in which event Seller NII Telecom shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller NII Telecom shall be liable pursuant to Section 8.02(a8.2 (such aggregate amount of Losses, the “Aggregate NII Indemnification”) of all shall not exceed 10% of the Purchase Agreements shall not exceed, in aggregate amount of capital contributed to the aggregate, $1,800,000 Company by Investor pursuant to Sections 2.1 to 2.7 (each inclusive) at the time for payment of such amount (the “Cap”). (b) Buyer Parties Investor shall not be liable to the Seller Company Indemnitees for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties Investor shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to claims in respect of Leakage or any Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.1 (Organization of the Company), Section 3.024.4 (Organization of the Entities), Section 3.034.5 (Capitalization of the Entities), Section 3.054.21 (Broker’s or Finder’s Fee), Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, 5.1 (Organization) and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.5 (Broker’s or Finder’s Fee). (d) Notwithstanding anything to the contrary hereinFor purposes of calculating any Losses, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Seller Except as set forth in Section 9.04(c) below and the Transaction Expenses, the Equityholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a9.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 75,000 (the “Basket”), in which event the Equityholders shall be required to pay or be liable for all such Losses in excess of the Basket until the aggregate amount of Losses exceeds the Cap or as set forth in Section 9.04(c). The aggregate amount of all Losses for which the Equityholders shall be liable pursuant to Section 9.02(a) shall not exceed the Cap. (b) Parent shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) exceeds the Basket, in which event Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Parent shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements Fundamental Reps. The maximum liability of the Equityholders for indemnification under Section 9.02(a) for breaches of the Fundamental Reps, as applicable, shall equal the Merger Consideration. Notwithstanding the foregoing, there shall be cappedno limitation on Losses arising from claims pursuant to ARTICLE VII or based on fraud, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Sellerwillful misconduct or intentional misrepresentation. (d) Notwithstanding anything For purposes of this ARTICLE IX, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Each Seller Indemnitee and Parent Indemnitee shall and, to the contrary hereinextent applicable, none shall cause its Affiliates to, make commercially reasonable efforts to mitigate any Losses for which such Indemnified Party intends to make a claim for indemnification hereunder. The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Losses for which indemnification is provided under this Agreement will be reduced by any amounts actually received under insurance policies by or on behalf of the limitations set forth Indemnified Party, net of costs of collection and increased premiums, in Section 8.04(arespect of such Losses (such amounts are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of an any claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Indemnified Party will promptly remit to the Indemnifying Party an amount equal to the excess (if any) and Section 8.04(bof (i) the amount theretofore paid by the Indemnifying Party in respect of such claim, less (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. The Indemnified Party shall apply use its commercially reasonable efforts to fraud recover under insurance policies or willful misconduct of indemnity, contribution or other similar agreements for any partyLosses prior to seeking indemnification under this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 125,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all shall not exceed twenty percent (20%) of the Purchase Agreements sum of (x) Five Million Dollars ($5,000,000) plus (y) the Earn-Out Components calculated in accordance with Section 2.06 and payable to Seller pursuant to Section 2.06(e) (the "Cap"); provided, however, that the limitation set forth in this Section 8.04(a) shall not exceed, apply to (i) any breach or inaccuracy of any of the applicable Fundamental Representations or the representations and warranties set forth in the aggregate, $1,800,000 Section 4.21 or (the “Cap”)ii) any claims relating to fraud or willful misconduct. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, Section 4.18, Section 4.19, Section 4.21, Section 5.01, Section 5.02 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. 5.04. (d) Notwithstanding anything Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct amount of any partyliability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party in respect of any such claim. 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.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No The representations and warranties of the parties contained in this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 4.1, 4.2, 4.3, 4.4, 4.17, 4.25, 5.1, 5.2, 5.3 and 5.5, indefinitely; (ii) in the case of the representations and warranties set forth in Sections 4.16 and 4.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date fifteen (15) months following the Closing Date. The representations and warranties identified in clauses (i) and (ii) of the immediately preceding sentence are referred to herein as the “Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire, and such claim may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 9. (b) The Seller shall not be liable to the Buyer Indemnitees for indemnification Purchaser Indemnified Parties under Section 8.02(a) 9.1(a), unless and until the Adverse Consequences incurred by all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceedsPurchaser Indemnified Parties exceed, in the aggregate, $200,000 1,375,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from case the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all the applicable Purchaser Indemnified Party for the amount of the Purchase Agreements Adverse Consequences in excess of the amount of the Basket. (c) The Purchaser shall not be liable to the Seller Indemnified Parties under Section 9.2(a), unless and until the Adverse Consequences incurred by all Seller Indemnified Parties exceed, in the aggregate, the Basket, in which case the Purchaser shall be liable to the applicable Seller Indemnified Party for the amount of the Adverse Consequences in excess of the amount of the Basket. (d) The aggregate amount required to be paid by the Seller under Section 9.1(a) shall not exceed $1,800,000 27,500,000 (the “Cap”). (be) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall required to be liable pursuant to paid by the Purchaser under Section 8.03(a9.2(a) shall not exceed the Cap. (cf) Notwithstanding anything to the foregoingcontrary contained herein, the limitations set forth in Section 8.04(a(i) Sections 9.3(b), 9.3(c), 9.3(d) and Section 8.04(b9.3(e) shall not apply to Losses based uponAdverse Consequences in connection with, resulting from or arising out ofof directly or indirectly, with respect to or by reason of any inaccuracy in or breach of a Fundamental Representation or any representation fraud, willful breach or warranty in Section 3.01intentional misrepresentation and (ii) no indemnification payment made by the Seller or the Purchaser, Section 3.02as the case may be, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by Fundamental Representation or any Buyer Indemnitee against instance of fraud, willful breach or intentional misrepresentation shall be considered in determining whether the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth caps in Section 8.04(aSections 9.3(d) and Section 8.04(b(e) shall apply to fraud or willful misconduct of any partyhave been exceeded.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller The Warrantor and the Sellers (as the case may be) shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, and Section 4.05 4.22, Section 4.23 or Section 4.27 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds £100,000, in which event the Warrantor shall be required to pay or be liable for which all such Losses from the first pound. (b) The Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.01 or Section 5.04, or in the same sections case of fraud (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Purchase Agreements Seller Basket Exclusions) exceeds £100,000, in which event the Buyer shall be capped, in required to pay or be liable for all such Losses from the aggregate, at the Purchase Price; subject first pound. (c) The Buyer Indemnitees (i) shall not be indemnified pursuant to Section 8.06 8.02(a) with respect to any claim brought by Loss if the aggregate of all Losses for which the Buyer Indemnitees have received indemnification pursuant to Section 8.02(a) (other than with respect to Losses attributable to the inaccuracy of any representation or warranty under Section 4.25 or indemnification under Article VII and in the case of fraud) has exceeded fifty percent (50%) of the Purchase Price (the “Cap”). The remedies of the U.S. Buyer Indemnitee against and the SellerForeign Buyer in respect of the same Third Party Claim or the same Direct Claim shall be exercised jointly and any indemnified Losses shall be applied to the Cap whether such amount is paid to the U.S. Buyer or the Foreign Buyer. (d) Notwithstanding anything Neither Warrantor, Sellers nor Buyer shall be liable for any individual liability arising under Section 8.02(a) or Section 8.03(a), respectively, unless the amount of such individual liability exceeds £10,000. (e) The amount of Losses recoverable by an Indemnified Party under this Article VIII with respect to an indemnity claim: (i) shall be reduced by the contrary hereinamount of any insurance coverage which reduces the Losses that would otherwise be sustained; provided, none that in all cases the timing of the limitations set forth receipt or realization of insurance proceeds shall be taken into account in Section 8.04(a) and Section 8.04(bdetermining the amount of reduction of Losses. (ii) shall apply to fraud not include any amount resulting from or willful misconduct incurred by a change after Closing in the accounting policies or practices of the Buyer or any Company if such change is not made as a result of a breach of any partyrepresentations, warranties or covenants of the Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Buyer pursuant to this Agreement. (iii) shall not include any amount that arises or is increased as a result of or is otherwise attributed to any change or introduction of new Law or any change in the rates of Taxes or any change or withdrawal by any authority of any published administrative practice and in each case announced or taking effect after Closing; provided that such change does not result in a breach of any representations, warranties or covenants of the Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Buyer pursuant to this Agreement. (f) For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.02(a) exceeds $50,000 (the Basket"Deductible"), in which event Buyer Parties Sellers shall be required to pay or be liable for all such Losses from exceeding the first dollarDeductible. The aggregate amount of all Losses for Sellers shall be liable pursuant to Section 7.02(a) shall not exceed $1,500,000 (the "Cap"). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) exceeds the Deductible, in which event Buyer shall be required to pay or be liable for all such Losses exceeding the Deductible. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.04, Section 3.143.06, Section 3.173.13, Section 3.18, Section 4.01, Section 4.043.22, and Section 4.05 for which 4.01. With respect to each Seller, such Losses under Seller’s aggregate liability hereunder shall be limited to an amount equal to the same sections remainder of all (i) the portion of the Purchase Agreements shall Price actually received by such Seller hereunder, with the value of each Buyer Share issued to such Seller being deemed to be cappedthe Registration Date Price for purposes of this section minus (ii) the amount payable by such Seller pursuant to the AWS Indebtedness. Notwithstanding the foregoing, the limitation contained in the aggregate, at the Purchase Price; subject to Section 8.06 with respect previous sentence shall not apply to any claim brought Losses arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the transactions contemplated by any Buyer Indemnitee against the Sellerthis Agreement. (d) Notwithstanding anything For purposes of determining the amount of Losses pursuant to the contrary hereinthis Article VII (but not for purposes of determining whether any breach occurred), none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Each Indemnifying Party shall use its commercially reasonable efforts to mitigate any Loss arising from or related to Article VI or this Article VIII upon becoming aware of any event or circumstance that gives rise thereto.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a9.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds one hundred twenty-five thousand dollars ($200,000 125,000) (the “Basket”), in at which event Seller time Sellers shall be required to pay or be liable to Buyer Indemnitees for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed two million five hundred thousand dollars ($1,800,000 2,500,000) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in at which event time Buyer Parties shall be required to pay or be liable to the Seller Indemnitees for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations. (d) For the sole purpose of determining Losses (and not for determining whether any inaccuracy in or breach of any representation or warranty has occurred), the representations and warranties of the Company, Sellers, Buyer and Guarantor (other than with respect to the representations and warranties contained in Section 3.013.05 (third sentence), Section 3.023.07, Section 3.033.10, Section 3.053.12 (clause (c) of third sentence), Section 3.14, Section 3.173.18(g), Section 3.183.23(h), Section 4.013.24(b), Section 4.043.25(g) (last sentence), Section 3.26(a) (first sentence), Section 3.26(g), Section 3.26(l), the definition of “Permitted Encumbrances” and the use of materiality thresholds to define “Material Contracts,” as to which this Section 4.05 9.04(d) shall not apply) shall not be deemed qualified by any references to materiality or to Material Adverse Effect or other similar qualification contained in such representation or warranty. (e) Notwithstanding anything contained in this Agreement to the contrary, (i) each Seller shall have sole and exclusive liability for indemnification of Buyer Indemnitees (subject to the other limitations set forth in this Article IX) with regard to any breach of such Seller’s representations and warranties set forth in Article IV or any breach by such Seller of its covenants, agreements or obligations set forth in this Agreement and (ii) the aggregate amount of all Losses for which each Seller shall be liable pursuant to Section 9.02 shall not exceed the amount received by such Seller pursuant to this Agreement. (f) Each Indemnified Party shall take all commercially reasonable steps to mitigate its respective Losses under upon and after becoming aware of any event or condition that has given rise to any Losses that are indemnifiable pursuant to this Agreement (without regard to the same sections of all applicability of the Purchase Agreements Basket). (g) The amount of Losses for which an Indemnified Party may make an indemnification claim pursuant to this Agreement shall be capped, in reduced by any amounts recovered by the aggregate, at the Purchase Price; subject to Section 8.06 Indemnified Party under insurance policies with respect to such Losses. Each Indemnified Party must use commercially reasonable efforts to obtain recovery under such insurance policies, and the reasonable out-of-pocket expenses of such Indemnified Party, if any, incurred in obtaining such recovery shall offset the reduction of the amount of Losses required by the foregoing sentence. The Indemnifying Party shall be subrogated to all rights of the Indemnified Party in respect of any claim brought Loss borne by the Indemnifying Party (to the extent not prohibited by applicable Law or the terms of any Buyer Indemnitee against insurance policy), but only to the Sellerextent of the amount of the Loss paid by the Indemnifying Party. To the extent that any payment received by an Indemnified Party for Losses covered under any insurance policy was not previously taken into account to reduce the amount of such indemnifiable Losses paid to the Indemnified Party by the Indemnifying Party, the Indemnified Party shall remit such amounts so recovered to the Indemnifying Party within fifteen (15) days of receipt (after deducting therefrom the full amount of the expenses incurred by the Indemnified Party in procuring such recovery). If the Indemnifying Party has properly assumed the defense of a Third Party Claim pursuant to this Agreement, and the costs of such defense as borne by the Indemnifying Party are recovered by the Indemnified Party from an insurer, the Indemnified Party shall remit such amounts (without deducting the amount of any deductibles paid by the Indemnified Party) to the Indemnifying Party; provided the Indemnified Party has not previously reimbursed the Indemnifying Party for such defense costs. Notwithstanding any provision in this Section 9.04(g) to the contrary, the rights of the Indemnifying Party to any insurance proceeds under this Section 9.04(g) shall be secondary to the Indemnified Party’s rights to collect insurance proceeds under its insurance policies. (dh) The amount of Losses for which an Indemnified Party may make an indemnification claim pursuant to this Agreement shall be determined net of any net Tax benefit actually realized by the Indemnified Party arising from the recognition of the Loss through the reduction of Taxes payable in the year such Loss is incurred, rather than through the creation of any loss carryforward or suspended loss, which Tax benefit shall be determined after first taking into account all other items of income, gain, loss, deduction or credit of the Indemnified Party. Each Indemnified Party must use commercially reasonable efforts to realize such Tax benefits. (i) Notwithstanding anything to the contrary hereinin this Agreement, none no Indemnifying Party shall be liable to or otherwise responsible to any Indemnified Party or other Person for exemplary, punitive, consequential or other special damages (including, loss of revenue, income or profits, and in particular, no “multiple of EBITDA” or similar valuation methodology shall be used in calculating the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct amount of any partyLosses) for any matter indemnifiable hereunder or otherwise arising out of or relating to this Agreement and the transactions contemplated hereby, except to the extent that such damages are required to be paid by an Indemnified Party to a third party (which shall not include any Affiliate of an Indemnified Party).

Certain Limitations. The indemnification provided for in Section 8.02 6.1 and Section 8.03 6.2 shall be subject to the following limitations: (a) No The Seller shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Purchaser Indemnitees for indemnification under Section 8.03(a6.1(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a6.1(a) exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”), in and then only for the amount by which event Buyer Parties shall be required to pay or be liable for all such Losses from exceed Two Hundred Fifty Thousand Dollars ($250,000), subject to the first dollarother limitations set forth herein. The Purchaser Indemnitees shall not be indemnified pursuant to Section 6.1(a) with respect to any Loss if the aggregate amount of all Losses for which Buyer Parties shall be liable the Purchaser Indemnitees have received indemnification pursuant to Section 8.03(a6.1(a) has exceeded an amount equal to (x) the Additional Consideration Amount, plus (y) the Earnout Amount, if any, plus (z) the Debt Reduction Amount, if any, (the “Cap”). (b) Purchaser shall not be liable to the Seller Parties for indemnification under Section 6.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.2(a) exceeds the Basket, and then only for the amount by which such Losses exceed the Basket, subject to the other limitations set forth herein. The Seller Parties shall not be indemnified pursuant to Section 6.2(a) with respect to any Loss if the aggregate amount of all Losses for which the Seller Parties have received indemnification pursuant to Section 6.2(a) has exceeded the Cap. (c) Notwithstanding anything to the foregoingcontrary set forth herein, the limitations set forth in Section 8.04(a6.5(a) and Section 8.04(b6.5(b) shall not apply to Losses based upon, arising out of, with respect to or by reason limit Liability of any inaccuracy in Indemnifying Party for breaches of Transactional Reps, intentional breach, intentional misrepresentation or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Sellerfraud. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 40,000 (the “Basket”"Deductible"), in which event Seller Sellers shall be required to pay or be liable liable, pro rata in proportion to their Pro Rata Share, for all such Losses from exceeding the first dollarDeductible. The aggregate amount of all Losses for which any Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed such Seller’s Pro Rata Share of $1,800,000 1,000,000 (the “"Cap”"). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the BasketDeductible, in which event Buyer Parties shall be required to pay or be liable for all such Losses from exceeding the first dollarDeductible. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.04, Section 3.06, Section 3.14, Section 3.173.19, Section 3.183.20, Section 4.013.24, Section 4.01 and Section 4.04, and Section 4.05 for which such Losses under the same sections of all shall be limited to each Seller’s Pro Rata Share of the Purchase Agreements shall be cappedPrice (other than Losses arising from fraud, criminal activity or willful misconduct on the part of a party hereto in connection with the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought transactions contemplated by any Buyer Indemnitee against the Sellerthis Agreement). (d) Notwithstanding anything to the contrary hereinFor purposes of this Article VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Change or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Each Indemnifying Party shall use its commercially reasonable efforts to mitigate any Loss arising from or related to Article VII or this Article VIII upon becoming aware of any event or circumstance that gives rise thereto.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds One Hundred Fifty Thousand Dollars ($200,000 150,000) (the “"Basket”"), in which event Seller shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all shall not exceed the sum of the Purchase Agreements Holdback Fund plus any Earn-out Payment (the "Cap"), and for Losses in respect of indemnification under Section 4.19, the aggregate amount of such Losses for which Seller shall be liable under Section 4.19 shall not exceed, in exceed the aggregate, $1,800,000 (the “Cap”)Purchase Price. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Fundamental Representation or warranty in Section 3.01any Claim involving fraud, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct or criminal acts of Seller or any partyits Affiliates or Representatives.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a9.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds TWO ▇▇▇▇▇▇ FIFTY THOUSAND DOLLARS ($200,000 250,000) (the “Basket”), in which event Seller Sellers shall be jointly and severally required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a9.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed ONE MILLION DOLLARS ($1,800,000 1,000,000) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a9.04(a) and Section 8.04(b9.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of of: (i) any inaccuracy in or breach of any representation Fundamental Representation; or warranty in Section 3.01(ii) the Indemnifying Party’s fraud, Section 3.02criminal activity, Section 3.03acts taken with the intent to cause a breach, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Selleror willful misconduct. (d) Notwithstanding anything to For purposes of this ARTICLE IX, for the contrary herein, none sole purpose of the limitations set forth in Section 8.04(a) determining Losses (and Section 8.04(b) shall apply to fraud or willful misconduct not for determining whether any breach of any partyrepresentation or warranty has occurred) the representations and warranties of a party shall not be deemed qualified by any references to materiality or to Material Adverse Effect.

Certain Limitations. The indemnification provided for in Section 8.02 6.2 and Section 8.03 6.3 shall be subject to the following limitations: (a) No Seller shall be liable to the Buyer Indemnitees for indemnification under Except as set forth in Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”6.4(b), in which event Seller shall be required to pay or be liable for all such Losses from and the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties Members shall not be liable to the Seller Indemnitees Buyer Indemnified Parties for indemnification under Section 8.03(a6.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a6.2(a) exceeds $150,000 (the “Basket”), in which event Seller and Members shall only be required to pay or be liable for Losses in excess of the Basket. Except as set forth in Section 6.4(b), the aggregate amount of all Losses for which Seller and the Members shall be liable pursuant to Section 6.2(a) shall not exceed $3,000,000. Except as set forth in Section 6.4(b), Buyer shall not be liable to the Seller Indemnified Parties for indemnification under Section 6.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.3(a) exceeds the Basket, in which event Buyer Parties shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The Except as set forth in Section 6.4(b), the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a6.3(a) shall not exceed the Cap$3,000,000. (cb) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b6.4(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach in the Seller Fundamental Representations or Buyer Fundamental Representations. Notwithstanding anything herein to the contrary, the aggregate amount of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 all Losses for which such Losses under the same sections of all of the Purchase Agreements Members shall be capped, in the aggregate, at liable pursuant to this Article 6 shall not exceed the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (dc) Notwithstanding anything herein to the contrary hereincontrary, none from and after the Closing, any claims for indemnification under Section 6.2 shall, subject to the foregoing provisions of this Section 6.4, be satisfied (i) first, to the limitations set forth in Section 8.04(aextent recovery is available under the Escrow Fund, pursuant to the Escrow Agreement, (ii) second, to the extent recovery is not available under the Escrow Fund, directly by Seller, and Section 8.04(b(iii) shall apply third, to fraud or willful misconduct of any partythe extent recovery is not available from Seller, directly by Members, severally.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds ONE HUNDRED THOUSAND DOLLARS ($200,000 100,000) (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed THREE HUNDRED AND THIRTEEN THOUSAND TWO HUNDRED DOLLARS ($1,800,000 313,200) (the “Cap”).Cap”).‌ (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.Cap.‌ (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Sellers’ Fundamental Representation or warranty any Buyer’s Fundamental Representation, the aggregate liability for which, in Section 3.01either Sellers’ or Buyer’s case, Section 3.02as applicable, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, capped at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything The amount of Losses that an Indemnified Party (as that term is described in Section 8.05) may recover pursuant to the contrary hereinthis ARTICLE 8 shall be reduced, none on a dollar for dollar basis, by any Tax benefits actually realized in respect of the limitations set forth Losses forming the basis of such claim for recovery. (e) For purposes of this ARTICLE 8, any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty and the amount of any Loss shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.04 shall be subject to the following limitations: (a) No Seller Sellers and Optionholders shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a7.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 50,000 (the “Basket”), in which event Seller Sellers and Optionholders shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers and Optionholders 50 shall be liable pursuant to Section 8.02(a7.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 1,000,000 (the “Cap”), and the Escrow Fund shall be the sole and exclusive remedy for all Losses indemnifiable under Section 7.02(a). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.04(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.04(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a7.04(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.05(a) and Section 8.04(b7.05(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections Fundamental Representations or (ii) fraud (with scienter) committed by or on behalf of all a party to this Agreement; provided that the provisions of the Purchase Agreements this clause (c) shall be capped, in the aggregate, at the Purchase Price; subject to the limitations in Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller7.05(d) below. (d) Notwithstanding anything to the contrary hereinin this Agreement, none no Seller or Optionholder shall be liable to the Buyer Indemnitees pursuant to this Agreement in excess of the limitations set forth amount of the Purchase Price actually received by such Seller, except in Section 8.04(athe case of fraud (with scienter) committed by or with the actual knowledge of such Seller or Optionholder before the Closing. (e) For purposes of this ARTICLE VII, in calculating Losses, but not in determining the existence of any inaccuracy in or breach of any representation or warranty in the first instance, any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty shall be disregarded. (f) The amount of any Losses payable under this ARTICLE VII by an Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party from insurance policies or other third party sources, provided that any costs and Section 8.04(bexpenses incurred in recovering such insurance proceeds (and any increase in insurance premiums related to any such claim) shall apply be included in the amount of the Losses. Each Indemnified Party shall use commercially reasonable efforts to fraud diligently make and pursue claims regarding any breach of, or willful misconduct of inaccuracy in, any partyrepresentation or warranty under all applicable insurance policies.

Certain Limitations. The indemnification indemnifications provided for in Section 8.02 and Section 8.03 Article 9 or Article 10 shall be subject to the following limitationsprovisions: (a) No Seller Goldcorp USA shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.2(a)(i), Section 9.2(a)(ii), Section 9.2(c)(i) or Section 9.2(c)(ii) (except, with respect to Section 9.2(a)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Goldcorp USA, whether solely or as one of the Sellers, pursuant to this Agreement) until all Losses in respect the aggregate amount of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, such Losses exceeds $200,000 1,000,000 (the “BasketGoldcorp USA Deductible”), in which event Seller Goldcorp USA shall only be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds such claims in excess of the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollarGoldcorp USA Deductible. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) foregoing shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth be applicable however in Section 8.04(a) and Section 8.04(b) shall not apply to respect of claims for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.6 and no such claims shall be counted towards the Goldcorp USA Deductible. (b) The aggregate amount of all Losses for which Goldcorp USA shall be liable pursuant to: (i) Section 9.2(a)(i) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the representations and warranties set forth in Section 3.6), Section 3.029.2(a)(ii), Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, 9.2(c)(i) and Section 4.05 9.2(c)(ii) (except, with respect to Section 9.2(a)(ii) and 9.2(c)(ii), for which such Losses under based on a breach or non-fulfillment occurring after the same sections Closing of all a covenant, agreement or obligation to be performed by Goldcorp USA, whether solely or as one of the Purchase Agreements Sellers, pursuant to this Agreement) shall be capped, in the aggregate, at not exceed an amount equal to 20% of 2/3 of the Purchase Price; subject to and (ii) Section 8.06 9.2(a)(i) based upon, arising out of, with respect to or by reason of any claim brought inaccuracy in or breach of the representations and warranties set forth in Section 3.6 shall not exceed an amount equal to 50% of 2/3 of the Purchase Price. (c) Homestake shall not be liable for indemnification under Section 9.2(b)(i), Section 9.2(b)(ii), Section 9.2(c)(i) or Section 9.2(c)(ii) (except, with respect to Section 9.2(b)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Homestake, whether solely or as one of the Sellers, pursuant to this Agreement) until the aggregate amount of all such Losses exceeds $500,000 (the “Homestake Deductible”), in which event Homestake shall only be required to pay or be liable for Losses in respect of such claims in excess of the Homestake Deductible. The foregoing shall not be applicable however in respect of claims for Losses based upon, arising out of, with respect to or by reason of any Buyer Indemnitee against inaccuracy in or breach of any representation or warranty in Section 4.4 and no such claims shall be counted towards the SellerHomestake Deductible. (d) The aggregate amount of all Losses for which Homestake shall be liable pursuant to: (i) Section 9.2(b)(i) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the representations and warranties set forth in Section 4.4), Section 9.2(b)(ii), Section 9.2(c)(i) and Section 9.2(c)(ii) (except, with respect to Section 9.2(b)(ii) and 9.2(c)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Homestake, whether solely or as one of the Sellers, pursuant to this Agreement) shall not exceed an amount equal to 20% of 1/3 of the Purchase Price; and (ii) Section 9.2(b)(i) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the representations and warranties set forth in Section 4.4 shall not exceed an amount equal to 50% of 1/3 of the Purchase Price. (e) Notwithstanding anything the foregoing, the provisions set forth in Sections 9.4(a), 9.4(b), 9.4(c) and 9.4(d) shall not be applicable in respect of claims for Losses based upon, arising out of, with respect to or by reason of: (i) any claim made under this Agreement which is based upon, or relates to, in any manner whatsoever intentional misrepresentation or fraud by Goldcorp USA or Homestake (and no such claim shall be counted towards the contrary hereinGoldcorp USA Deductible or Homestake Deductible, none as applicable); or (ii) the breach or non-fulfilment of any covenant, agreement or obligation to be performed by Goldcorp USA pursuant to Section 2.4, Section 7.10 or Section 7.11. (iii) any claims under Section 9.2(a)(iii) or 9.2(a)(iv). (f) For greater certainty, the provisions set forth in Sections 9.4(a), 9.4(b), 9.4(c) and 9.4(d) shall not be applicable in respect of any claims under Article 10. (g) Buyer shall not be liable for indemnification under Section 9.3(a)(i) or Section 9.3(a)(ii) (except, with respect to Section 9.3(a)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement) until the aggregate amount of all such Losses exceeds $1,500,000 (the “Buyer’s Deductible”), in which event Buyer shall only be required to pay or be liable for Losses in respect of such claims in excess of the Buyer’s Deductible. (h) The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 9.3(a)(i) and Section 9.3(a)(ii) (except, with respect to Section 9.3(a)(ii), for Losses based on a breach or non-fulfillment occurring after the Closing of a covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement) to: (i) Goldcorp USA shall not exceed an amount equal to 20% of 2/3 of the Purchase Price; and (ii) Homestake shall not exceed an amount equal to 20% of 1/3 of the Purchase Price. (i) Notwithstanding the foregoing, the limitations set forth in Section 8.04(aSections 9.4(g) and Section 8.04(b9.4(h) shall apply not be applicable in respect of claims for Losses based upon, arising out of, with respect to fraud or willful misconduct by reason of any partyclaim made under this Agreement which is based upon, or relates to, in any manner whatsoever intentional misrepresentation or fraud by Buyer (and no such claim shall be counted towards the Buyer’s Deductible). (j) For greater certainty, the provisions set forth in Sections 9.4(g) and 9.4(h) shall not be applicable in respect of claims under Section 9.3(b) or Article 10. (k) 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 in respect of any such claim. (l) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (m) Sellers shall not be liable under this Article 9 for any Losses based on or arising out of any inaccuracy in or breach of any representation and warranty contained in Article 3, Article 4 or Article 5 if Buyer had actual knowledge of such inaccuracy or breach at the time of the execution and delivery of the Agreement. For the purpose of this Section 9.4(m), the actual knowledge of Buyer shall mean the actual knowledge of the individuals holding the following positions in Buyer at the time of the execution and delivery of the Agreement: (i) Chief Executive Officer, (ii) Vice President, Business Development and Strategy, (iii) Senior Vice President and Chief Financial Officer, (iv) Senior Vice President, Projects, (v) Vice President, Technical Services, and (vi) Vice President, Legal and Corporate Secretary. Sellers shall have the onus to prove the actual knowledge of Buyer under this Section 9.4(m).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall be liable Notwithstanding anything contained herein to the Buyer Indemnitees contrary, the Seller Parties shall not be obligated to indemnify Purchaser Indemnified Parties for indemnification aggregate Purchaser Losses under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable this Agreement pursuant to Section 8.02(a9.1(a)(i) in excess of all of the Purchase Agreements $15,000,000; provided, however, that such limitation shall not exceedapply with respect to a breach of a representation or warranty made by any Seller Party in Section 4.1, in the aggregate4.2(a), $1,800,000 (the “Cap”)4.3, 4.5, 4.9 or 4.10. (b) Buyer Notwithstanding anything contained herein to the contrary, the Seller Parties shall not be liable 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 twenty-five thousand dollars ($25,000) (the Seller Indemnitees for indemnification under Section 8.03(a“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 five hundred thousand dollars ($500,000) (the “Threshold”), whereupon such indemnification shall be made by the Seller Parties only with respect to the amount of all such Purchaser Losses (excluding individual Purchaser Losses or related Purchaser Losses less than the Minimum Amount) in respect excess of indemnification under Section 8.03(a) exceeds the BasketThreshold; provided, in which event Buyer Parties shall be required to pay or be liable for all such Losses from however, that the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) Threshold shall not exceed the Capapply to any breach of a representation or warranty made by any Seller Party or any Affiliate thereof in Sections 4.1, 4.2(a), 4.3, 4.5, 4.9 or 4.10. (c) Notwithstanding The representations and warranties of the foregoingSeller Parties and Purchaser contained in Article IV and Article V, respectively, of this Agreement shall survive the limitations Closing until the eighteen month anniversary of the Closing Date; 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 8.04(a) 4.10 and Section 8.04(b) 4.15 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 apply to Losses based uponso specified, arising out of, until the expiration of the applicable statute of limitations with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Sellermatters contained therein. (d) Notwithstanding anything The obligations to indemnify and hold harmless a Party pursuant to 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 have, before the expiration of the applicable survival period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any partyIndemnifying Party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 120,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $5,000 (which Losses shall not be counted toward the Basket). The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 1,500,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, Section 4.08, Section 4.22, Section 5.01, Section 5.02 and Section 4.05 5.04. The aggregate amount of all Losses for which such Losses under the same sections of all of Seller shall be liable pursuant to Section 8.02(b) and (c) and for which Buyer shall be liable pursuant to Section 8.03(b) and (c) shall not exceed the Purchase Agreements Price actually received; provided, however, that the foregoing limitations shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect not apply to any claim brought claims by Seller related to any Buyer Indemnitee against the SellerEarnout Payments. (d) Notwithstanding anything Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the contrary hereinamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, none contribution or other similar payment received or entitled to be received by the Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (e) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized as a result of such Loss by the limitations Indemnified Party. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (g) For purposes of this Article VIII, any Losses resulting from any inaccuracy in or breach of any representation or warranty contained in this Agreement 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 (other than those set forth in (a) the definition of Material Contract and Permitted Exceptions, (b) any provisions of any representation or warranty made by the Company in this Agreement that require the Company to list items in the Schedules, and (c) the representations set forth in Section 8.04(a) 4.01, Section 4.06(a), Section 4.08, Section 5.01, and Section 8.04(b5.11). (h) In no event shall apply any Buyer Indemnitees or Seller Indemnitees be entitled to fraud seek or willful misconduct receive indemnification for the same Loss more than once under this Article VIII even if a claim for indemnification in respect of any partysuch Loss has been made as a result of a breach of more than one (1) representation, warranty, covenant or agreement contained in this Agreement.

Certain Limitations. The indemnification provided for in Section 8.02 this Article 7 is and Section 8.03 shall be subject to the following limitations: (a) No Seller Contributors shall not be liable to the Buyer ▇▇▇▇▇▇▇ Indemnitees for indemnification under Section 8.02(a7.2(a)(1) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under this Section 8.02(a7.2(a)(1) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 1,000,000 (the “"Basket”"), constituting a deductible basket, in which event Seller Contributors shall only be required to pay or be liable for all such Losses from under Section 7.2(a)(1) that are in excess of the first dollarBasket. The Additionally, the maximum, aggregate amount of all Losses for which Seller shall be the Contributors are liable pursuant to Section 8.02(a7.2(a)(1) shall not exceed seven and a half percent (7.5%) of all the aggregate value of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Consideration (the “"Aggregate Cap”"). (b) Buyer Parties No Contributor shall not be liable to the Seller ▇▇▇▇▇▇▇ Indemnitees for indemnification under Section 8.03(a7.2(b)(1) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.2(b)(1) exceeds the Basket, in which event Buyer Parties a Contributor shall only be required to pay or be liable for all such Losses from under Section 7.2(b)(1) in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties each Contributor shall be liable pursuant to Section 8.03(a7.2(b)(1) shall not exceed a maximum, aggregate amount of seven and a half percent (7.5%) of the aggregate value of such Contributor's pro rata portion of the Consideration (the "Individual Cap"). (c) ▇▇▇▇▇▇▇ shall not be liable to the Contributor Indemnitees for indemnification under Section 7.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) exceeds the Basket, in which event ▇▇▇▇▇▇▇ shall only be required to pay or be liable for Losses in excess of the Basket. (d) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.6(a), Section 7.6(b) and Section 8.04(b7.6(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 3.01a Fundamental Representation (a "Fundamental Representation Claim"), Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 or (ii) actual fraud (a "Fraud Claim"). The aggregate amount of all Losses for which such Losses under the same sections of all of the Purchase Agreements each Contributor shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 liable with respect to a Fundamental Representation Claim or Fraud Claim (together with any claim brought by amounts payable in connection with any Buyer Indemnitee against claims under Section 7.2(b)(3)) shall not exceed a maximum value equal to the Selleraggregate value of such Contributor's total pro rata portion of the Consideration (less any amounts paid for claims other than Fundamental Representation Claims and Fraud Claims) (the "Cap"). (de) [Reserved]. (f) From and after the Effective Date through the Indemnification Survival Date, each Contributor that is not a natural person shall maintain its corporate, partnership or other existence. In the event that any Contributor entity dissolves following the Indemnification Survival Date, the principals or members of such entity will remain liable for its and their pro rata portion of all indemnification obligations under this Article 7. Notwithstanding the foregoing, Parent and ▇▇▇▇▇▇▇ agree and acknowledge that Founders LLC is dissolving out of existence and distributing its assets in accordance to its operating agreement effective simultaneously with the Closing (the "Founders LLC Dissolution"). The recipients of distributions from the Founders LLC Dissolution shown on Schedule 7.6(f) will remain liable for their respective pro rata portions of all indemnification obligations under this Section 7 in their capacity as successors to Founders LLC. Parent and ▇▇▇▇▇▇▇ hereby agree to waive and release any and all provisions of the LLC Agreement, including Section 8.1 thereof, as it would prohibit, restrain or otherwise prevent the transfers in connection with Founders LLC Dissolution in order to effect the transfers as contemplated by Schedule 7.6(f). (g) Notwithstanding anything to the contrary hereinin this Agreement, none no Indemnifying Party shall be liable for indemnification with respect to any Losses suffered, paid or incurred by any Indemnified Party with respect to any claim (or related claims arising out of substantially the same facts) that involves a Loss of less than $2,500 (a "De Minimis Loss"), and all De Minimis Losses shall be disregarded for purposes of the limitations set forth Basket (it being understood and agreed that in Section 8.04(a) and Section 8.04(b) the event any Loss is greater than the threshold for a De Minimis Loss, no portion of such Loss shall apply be disregarded pursuant to fraud or willful misconduct of any partythis Agreement).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers and Principal Members shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.01, Section 3.024.02, Section 3.034.08, Section 3.054.17, Section 3.144.18(c), Section 3.174.19 and Section 4.20 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $100,000, in which event Sellers and the Principal Members shall be required to pay or be liable for all such Losses from the first dollar. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.01, Section 3.185.02, and Section 5.04 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $100,000, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. (c) Sellers’ and Principal Members’ maximum liability to the Buyer Indemnitees for indemnification under Section 8.02(a) shall not exceed twenty percent (20%) of the Purchase Price, other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.044.02, Section 4.08, Section 4.17, Section 4.19 and Section 4.05 for 4.20, which shall not be subject to such Losses cap. Without limiting the foregoing, the maximum aggregate liability of Sellers and Principal Members under the same sections of all of Section 8.02 (including claims under Section 8.02(a)) shall not exceed the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought Price actually received by any Buyer Indemnitee against the Sellersuch Seller or such Principal Member. (d) Notwithstanding anything Buyer liability to the contrary Seller Indemnitees for indemnification under Section 8.03(a) shall not exceed twenty percent (20%) of the Purchase Price, other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.01, Section 5.02 and Section 5.04 which shall not be subject to such cap. (e) For purposes of this Article VIII, the amount of any Losses related to any inaccuracy in or breach of any representation or warranty shall be determined without regard to any standard of materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) Notwithstanding any representation or warranty of Sellers herein, none of the limitations set forth in Section 8.04(a) Sellers and Section 8.04(b) Principal Members shall apply have no liability or obligation under this Agreement with respect to fraud or willful misconduct any Losses on account of any partyliability or obligation to the extent accounted for in the Post-Closing Adjustment for which a payment was made pursuant to Section 2.06(a). (g) No Indemnified Party may recover Losses more than once for any specific facts, omissions, or circumstances notwithstanding the fact that such facts, omissions or circumstances may constitute a breach of more than one (1) representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a7.02(a) of all of the Purchase Agreements exceeds, in the aggregate, amounts to Five Hundred Thousand United States Dollars ($200,000 500,000) (the “Basket”), in after which event Seller shall be required to pay or be liable for all such only those Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a7.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed Three Million Five Hundred Thousand United States Dollars ($1,800,000 3,500,000) (the “Cap”). (b) Notwithstanding the provisions of Section 7.04(a), with respect to any claim as to which a Buyer Parties Indemnitee may be entitled to indemnification under this ARTICLE VII, the Seller shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(aany individual Losses which do not exceed ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000) until the aggregate amount of all (which Losses in respect of indemnification under Section 8.03(a) exceeds shall not be counted toward the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from ) (the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap“De Minimis Threshold”). (c) Notwithstanding the foregoingforegoing or any provision in this Agreement, (i) the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in (A) Section 3.013.01 (Organization and Authority of Seller), Section 3.023.02 (Organization, Authority and Qualification of the Company), Section 3.033.03 (Subsidiaries), Section 3.053.04 (Capitalization), or Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.043.24 (Brokers), and Section 4.05 for which such Losses (B) the aggregate liability of Seller under this Agreement, shall be limited to the same sections of all aggregate amount of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject consideration paid to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerSeller under this Agreement. (d) Notwithstanding anything any other provision of this Agreement, Seller shall not be liable to indemnify Buyer or any other Buyer Indemnitees in respect of any Losses to the contrary hereinextent that such Losses flow through, none have been accounted for, and/or have been adjusted between the parties hereto as part of the limitations set forth Final Amounts calculations. (e) Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable efforts to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (f) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (or the Company and the Subsidiaries) in respect of any such claim. The foregoing shall not limit or delay the Indemnified Party’s right to pursue a claim and recover for an indemnifiable Loss pursuant to this ARTICLE VII. The Indemnified Party shall use its commercially reasonable efforts to pursue claims under applicable insurance policies or indemnity, contribution, or other similar agreements. If the amount of any Losses at any time subsequent to the making of an indemnity payment in respect thereof is reduced by any insurance proceeds or any indemnity, contribution or other similar payment actually received by the Indemnified Party (or the Company and the Subsidiaries) in respect of any such claim, the amount of such reduction, less any costs incurred in connection therewith (including increased premiums directly attributable thereto), will promptly be repaid by the Indemnified Party to the Indemnifying Party (not to exceed the amount paid by the Indemnifying Party to the Indemnified Party with respect thereto). (g) For the sole purpose of determining the amount of Losses to which an Indemnified Person may be entitled under this ARTICLE VII, ARTICLE VII (and not for determining whether or not any breaches of representations or warranties have occurred), each of the applicable representations and warranties that contains any “material” or “Material Adverse Effect” (other than in Section 8.04(a) 3.08(a), Section 3.09(a), the first two sentences of Section 3.12(b), Section 3.18(b), the defined terms “Material Contract,” “Material Customer,” and Section 8.04(b“Material Supplier”) shall apply to fraud or willful misconduct of any partybe read as though such qualifications were not contained therein.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller shall be liable Except as otherwise provided herein, Sellers and ▇▇▇▇ will have no obligation to indemnify the Buyer Indemnitees for indemnification under pursuant to Section 8.02(a) until all Losses in respect 8.2(a), and Buyer will have no obligation to indemnity the Seller Indemnitees pursuant to Section 8.3(a), unless the aggregate amount of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, such Losses exceeds $200,000 100,000 (the “Basket”), in which event Seller Sellers or Buyer, as applicable, shall only be required to pay or be liable for all Losses in excess of such amount). (b) no claim for Losses under Section 8.2(a) may be made (and no Losses may be recovered from Sellers) by any Buyer Indemnitee, and no claim for Losses under Section 8.3(a) may be made (and no Losses may be recovered from Buyer) by any Seller Indemnitee unless the first dollar. The amount of the Losses, in respect of any such breach exceeds $15,000 resulting from any single claim or series of related claims with respect to such breach. (c) Except as otherwise provided herein, the aggregate amount of all Losses for which Seller Sellers and ▇▇▇▇ shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements 8.2(a), or Buyer shall not exceedbe liable pursuant to Section 8.3(a), shall not, in the aggregateeither case, exceed $1,800,000 4,375,000 (the “Cap”). (bd) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. (ce) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b– (d) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.1(a), Section 3.024.2, Section 3.034.8, Section 3.054.17, Section 3.144.22, Section 3.174.23, Section 3.184.25, Section 4.015.1, Section 4.04, 5.2 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none of 5.4 and the limitations set forth in Section 8.04(a8.4(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.18 and Section 8.04(b4.26. (f) For purposes of this Article VIII, the calculation of Losses pursuant to Section 8.2(a) shall apply be determined without regard to fraud any materiality, Material Adverse Effect or willful misconduct of any partyother similar qualification contained in or otherwise applicable to a representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller Subject to Section 7.04(c) and Section 7.04(d), (i) Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.02(a) exceeds $50,000 (the “Basket”), in which event Buyer Parties Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollar. The Basket; and (ii) the aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 7.02(a) shall not exceed the Indemnification Escrow Amount (the “Non-Fundamental Cap”). (b) Subject to Section 7.04(c), (i) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses in excess of the Basket; and (ii) the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the Non-Fundamental Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) fraud or willful misconduct; (ii) any inaccuracy in or breach of the Tax Representations or the Fundamental Representations; (iii) Section 7.02(b)-(d); and (iv) Section 7.03(b)-(c). (d) Notwithstanding the foregoing, (i) the aggregate amount of all Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Tax Representations for which Sellers shall be liable pursuant to Section 7.02(a) shall not exceed $3,500,000 (the “Tax Cap”); and (ii) the aggregate amount of all Losses based upon, arising out of, with respect to or by reason of (A) any inaccuracy in or breach of the Seller Fundamental Representations for which Sellers shall be liable pursuant to Section 7.02(a) or (B) Section 7.02(b)-(d) shall not exceed the Purchase Price (the “Fundamental Cap,” and together with the Non-Fundamental Cap and the Tax Cap, the “Cap”). (e) For purposes of this ARTICLE VII, any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and through Section 8.03 8.04 shall be subject to the following limitations: (a) No Neither any Seller nor IPS shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) 8.02 or Section 8.03 until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.02 and Section 8.03 exceeds fifty thousand dollars ($50,000) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event each Seller and IPS shall be required to pay or be liable for all such Losses from the first dollar. For the avoidance of doubt, contributions to the Basket by IPS and/or any Seller shall be cumulative and not separate for the purposes of determining whether the Basket threshold has been met. The aggregate amount of all Losses for which Seller or IPS shall be liable pursuant to Section 8.02(a8.02 and Section 8.03 shall not exceed twenty percent (20%) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Price (the “Cap”), provided, however, that the Cap shall not apply to any claims arising due to: (i) a breach of any Private Data or Personal Information by IPS or a Seller; a breach of Section 5.06; or (iii) fraud or other misconduct by IPS or a Seller. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) 8.04 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.04(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) 8.04 shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) 8.02, Section 8.03 and Section 8.04(b) 8.04 shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.01(a), Section 3.023.01(b), Section 3.033.01(r), Section 3.053.01(s), Section 3.143.01(z), Section 3.173.02(a), Section 3.183.02(b), Section 4.013.02(c), Section 4.04, 4.01 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller4.07. (d) Notwithstanding anything to the contrary hereinFor purposes of this ARTICLE VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 8.01 and Section 8.03 8.02 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.01(a) until (i) the individual breach or liability or series of breaches or liabilities related to such Seller warranty breaches or indemnified liabilities, as applicable, exceeds $10,000 and (ii) the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.01(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 150,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a8.01(a) (other than in the case of all any fraud, intentional misrepresentation, willful misconduct or criminal conduct by or on behalf of any Seller or the Company) shall not exceed 100% of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 Price (the “Cap”). Any payment to Buyer for Losses may be made in cash or shares of Buyer Stock by Seller(s) valued at the then current market price therefor in the sole discretion of the tending Seller(s); however, should the value of the shares of Buyer Stock not be sufficient to satisfy such Losses, then the balance of such Losses shall be payable by Seller in cash. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.02(a) until (i) the individual breach or liability or series of breaches or liabilities related to such Buyer warranty breaches or indemnified liabilities, as applicable, exceeds $10,000 and (ii) the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.02(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.02(a) (other than in the case of any fraud, intentional misrepresentation, willful misconduct or criminal conduct by or on behalf of the Buyer) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) Error! R eference source not found. and Section 8.04(b) Error! Reference source not found. shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.024.01, Section 3.03, Section 3.04, Section 3.05, Section 3.143.08, Section 3.173.11, Section 3.183.13, Section 4.01, Section 4.044.02, Section 4.13, Section 4.16, Section 4.20, Section 4.23, Section 5.01 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.06. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything in this Agreement to the contrary hereinand for the avoidance of doubt, none of the limitations on indemnification set forth in Section 8.04(a) and Section 8.04(b) this Error! R eference source not found. shall apply to fraud any indemnification claims arising out of, relating to or resulting from fraud, intentional misrepresentation, willful misconduct or criminal conduct. (f) An Indemnified Party shall not be entitled to indemnification for any punitive damages, except to the extent any such damages are payable to a third party in connection with a Third Party Claim or except in connection with any fraud, intentional misrepresentation, willful misconduct or criminal conduct. (g) The amount of any party.Losses for indemnification hereunder shall be calculated net of any amounts actually recovered by the Indemnified Party for such Losses under any applicable third party insurance policies (excluding self-insurance

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No a. Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 25,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 50,000 (the “"Cap”"). (b) b. Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) c. Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.15, Section 3.14, Section 3.17, Section 3.18, Section 4.01, 4.01 and Section 4.04. d. Notwithstanding the foregoing, B▇▇▇▇’s successor entity, Applied Digital Holdings, Inc., a Nevada corporation, shall remain liable for all costs and Section 4.05 expenses related to the Alta Waterford LLC v. Applife Digital Solutions, Inc., Lake County Case No. 2024LA00000888 and shall be solely responsible for which litigating or resolving such Losses under the same sections of all case; and furthermore, shall keep Seller reasonably informed of the Purchase Agreements proceedings and any settlement while the case is pending. e. For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.02(a)(i) or Section 8.02(a)(vi) unless and until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.02(a)(i) of all and Section 8.02(a)(vi) exceeds zero point five percent (0.5%) of the Purchase Agreements exceeds, in the aggregate, $200,000 Price (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a8.02(a)(i) of all and Section 8.02(a)(vi) shall not exceed ten percent (10%) of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”)Price. (b) Such Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) unless and until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event such Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed ten percent (10%) of the CapPurchase Price. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 Fundamental Representation. The aggregate amount of all Losses for which such Losses under the same sections of all of the Purchase Agreements Seller shall be cappedliable pursuant to Section 8.02(a)(i) or Buyer shall be liable pursuant to Section 8.03(a) based upon, arising out of, with respect to or by reason of any inaccuracy in the aggregate, at or breach of any Fundamental Representation shall not exceed the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Solely for purposes of calculating the amount of Losses for purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. For the avoidance of doubt, such qualifications shall not be disregarded for any other purposes, including for the purpose of determining whether there has been an inaccuracy in or breach of any representation or warranty. (e) Notwithstanding anything to the contrary hereinin this Agreement, none there shall not be any limit or restriction (including any of the limitations set forth contained in Section 8.04(a)) and Section 8.04(b) shall apply on any of the Buyer Indemnitees’ rights to maintain or recover any amounts against Seller in connection with an action or claim based upon fraud of Seller under applicable Law, or willful misconduct of the Seller Indemnitees’ rights to maintain or recover any amounts against Buyers in connection with an action or claim based upon fraud of any partyBuyer under applicable Law.

Certain Limitations. The indemnification provided for in Section 8.02 7.02 and Section 8.03 7.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a7.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 55,000 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a7.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 1,100,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a7.03(a) shall not exceed the CapPurchase Price. (c) Notwithstanding the foregoing, (i) the limitations set forth in Section 8.04(a7.04(a) and Section 8.04(b7.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.04, Section 3.143.10(a), Section 3.173.16(a), Section 3.183.20, Section 4.013.22, Section 4.044.01 and Section 4.04 or (“Excepted Claims”), and Section 4.05 (ii) the aggregate amount of all Losses for which such Losses under the same sections of all of the Purchase Agreements Sellers or Buyer, as applicable, shall be cappedliable in respect of Excepted Claims (when added together with all other claims under Section 7.02 or Section 7.03, in the aggregate, at as applicable) shall not exceed the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary hereinforegoing, none of the limitations set forth in Section 8.04(a) 7.04(a), Section 7.04(b), and Section 8.04(b7.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any fraud or willful misconduct criminal activity. (e) For purposes of this ARTICLE VII, determinations of the amount of Losses incurred as a result of any partyinaccuracy in or breach of any representation or warranty shall be made without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty (but, for the avoidance of doubt, determinations of the fact of any such inaccuracy or breach (actual or alleged) shall be made after giving effect to such qualifications). (f) Notwithstanding the foregoing provisions of this Section 7.04, Sellers shall not be liable to the Buyer Indemnitees with respect to any Losses to the extent (but only to the extent) such Losses have been taken into account in the final determination of the Purchase Price pursuant to Section 2.04.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Except as otherwise set forth in this Section 8.4, Seller shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.2(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds Two Hundred and Seventy Five thousand dollars ($200,000 275,000) (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The With respect to any claim as to which the Parent Indemnitees may be entitled to indemnification under Section 8.2(a), Seller shall not be liable for any individual or series of related Losses which do not exceed $5,000 (which Losses shall not be counted towards the other limits in this Section 8.4(a)). Except as otherwise set forth in Section 8.4(c), the aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a8.2(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 3,225,000 (the “Cap”). (b) Buyer Parties Parent shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer Parties Parent shall be required to pay or be liable for all such Losses from the first dollar. The With respect to any claim as to which the Seller Indemnitees may be entitled to indemnification under Section 8.3(a), Parent shall not be liable for any individual or series of related Losses which do not exceed $5,000 (which Losses shall not be counted towards the other limits in this Section 8.4(b)). Except as otherwise set forth in Section 8.4(c), the aggregate amount of all Losses for which Buyer Parties Parent or Merger Sub shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the Basket, Cap and other limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements Seller Fundamental Representations, the Parent Fundamental Representations, or any indemnification claims pursuant to Section 8.2(b) through (d) or Section 8.3(b). The maximum aggregate liability of Parent or Seller in respect of any claims by a Parent Indemnitee or Seller Indemnitee, as applicable, for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Seller Fundamental Representations, the Parent Fundamental Representations, or any indemnification claims pursuant to Section 8.2(b) through (d) or Section 8.3(b), shall be capped, in the aggregate, at not exceed the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything For the purposes of calculating Losses to which any Indemnified Party (as defined below) is entitled under this Article 8, (a) such Losses shall not include any punitive, special, exemplary or consequential damages, damages for lost profits, incidental damages, indirect damages, unrealized expectations, damages for diminution in value or damages computed on a multiple of earnings or similar basis, except to the contrary extent actually awarded to a Governmental Authority or other third party; (b) such Losses shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement; (c) such Losses shall be reduced by the amount of any proceeds that any Indemnified Party receives pursuant to the terms of any insurance policies, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that no party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article 8); (d) such Losses shall be reduced by the amount of any prior or subsequent recovery by a Parent Indemnitee from any other Person with respect to such Losses (less any related costs and expenses of recovering such amount from such other Person); and (e) each of the representations and warranties that are qualified by the words “material” or “Material Adverse Effect” (or any correlative terms) shall be deemed to have been given as though there were no such qualifications for purposes of calculating the amount of such Losses arising out of or caused by any breach off inaccuracy in any such representation or warranty and for the threshold issue as to whether or not there is a breach or inaccuracy with respect to any representation or warranty; provided, that with respect to clauses (c) and (d), if any Indemnified Party actually receives insurance proceeds or any amounts from any other Person with respect to such Losses after receipt by such Indemnified Party of an indemnification payment hereunder, such Indemnified Party shall promptly reimburse the Indemnifying Party for the aggregate amount actually received from such other Person less any related costs or expenses as specified in such subsections (c) and (d). Except as otherwise set forth herein, none Parent Indemnitees shall use commercially reasonable efforts (taking into account the existence of any customer relationships and the merits of the limitations set forth in Section 8.04(aclaim) and Section 8.04(b) shall apply to fraud pursue payment from any third party under any agreement, contract, arrangement or willful misconduct of commitment pursuant to which Parent is entitled to indemnification for any partyLoss for which a Parent Indemnitee seeks indemnification pursuant to this Article 8.

Certain Limitations. The indemnification provided for in Section 8.02 10.02 and Section 8.03 10.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a10.02(a)(i) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.012.01, Section 3.022.02, Section 3.032.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.042.04, and Section 4.05 for which such Losses under 2.06 (the same sections “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of the Purchase Agreements shall be cappedindemnification under Section 10.02(a) (other than those based upon, in the aggregatearising out of, at the Purchase Price; subject to Section 8.06 with respect to any claim brought or by any reason of the Buyer Indemnitee against the Seller. Basket Exclusions) exceeds Two Hundred Fifty Thousand Dollars (d) $250,000.00), in which event Seller shall be required to pay or be liable for all such Losses exceeding Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the contrary contained herein, none Seller’s aggregate liability under this Agreement in respect of breaches of its representations and warranties contained herein (excluding the Buyer Basket Exclusions), shall not exceed Seven Million Dollars ($7,000,000.00) (the “Cap”), but the Cap shall not apply to any claims for indemnification based upon any Buyer Basket Exclusion or any breach of Sellers’ or the Company’s covenants herein. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 10.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01 and Section 3.03 (the “Seller Basket Exclusions”) until the aggregate amount of all Losses in respect of indemnification under Section 10.03(a) (other than those based upon, arising out of, with respect to or by reason of the limitations set forth Seller Basket Exclusions) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00), in which event Seller shall be required to pay or be liable for all such Losses exceeding Two Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding anything to the contrary contained herein, Buyer’s aggregate liability under this Agreement in respect of all breaches of its representations, warranties and covenants contained herein (including those contained in Section 8.04(a) 9.05 and Section 8.04(bArticle XI) shall apply to fraud or willful misconduct of any partynot exceed Seven Million Dollars ($7,000,000.00).

Certain Limitations. The indemnification provided for in Section 8.02 Sections 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller Shareholders shall not be liable to the Buyer Parent Indemnitees for indemnification under Section 8.02(a8.2(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.2(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 250,000 (the “BasketDeductible”), in which event Seller Shareholders 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 Shareholders shall be liable pursuant to Section 8.2(a) shall not exceed the Indemnification and Adjustment Holdback Amount. (b) Parent shall not be liable to the Shareholder Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Deductible, in which event Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Parent shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapIndemnification and Adjustment Holdback Amount. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(aSections 8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01Sections 3.1, Section 3.023.2(a), Section 3.033.4, Section 3.053.19, Section 3.143.24, Section 3.174.1, Section 3.184.3, Section 4.014.11, Section 4.04, 4.12 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller4.13. (d) Notwithstanding anything For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The Indemnified Party’s right to indemnification under this Article VIII on account of any Losses shall be reduced by the net amount of all reductions in cash income Taxes paid by the Indemnified Party and its Affiliates by reason of such Loss in the taxable year or period in which the relevant Loss was incurred for income tax purposes. For purposes of this Agreement, the amount of any reduction in cash income Taxes paid by the Indemnified Party and its Affiliates shall be calculated by measuring the difference between the amount of income Taxes that would be due (without regard to payments or overpayments) to a Tax Authority with respect to the contrary hereinIndemnified Party and its Affiliates, none without taking into account any deductions, credits, losses or other Tax attributes associated with any Loss, and the amount of Taxes actually due (without regard to payments or overpayments) to a Tax Authority with respect to the limitations set forth Indemnified Party and its Affiliates taking into account the deductions, credits, losses or other Tax attributes resulting from any Loss; provided, that if any such reduction in Section 8.04(a) cash income Taxes paid is realized by the Indemnified Party and Section 8.04(b) its Affiliates after any payment is made under this Article VIII, the Indemnified Party shall apply pay to fraud or willful misconduct the Indemnifying Party the amount of any partysuch reduction in cash income Taxes paid within fifteen (15) days after filing any income Tax Return (which for this purpose shall not include any payment of estimated Taxes) that reflects any reduction in cash income Taxes paid by the Indemnified Party and its Affiliates.

Certain Limitations. The indemnification provided for in Section 8.02 8.3 and Section 8.03 8.4 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees Indemnified Parties for indemnification under Section 8.02(a8.3(a) or Section 8.3(b) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.3(a) of all of the Purchase Agreements exceeds, in the aggregate, or Section 8.3(b) exceeds $200,000 100,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a8.3(a) of all of the Purchase Agreements or Section 8.3(b) shall not exceed, in the aggregate, exceed $1,800,000 3,000,000 (the “"Cap”"). (b) Buyer Parties shall not be liable to the Seller Indemnitees Indemnified Parties for indemnification under Section 8.03(a8.4(a) or Section 8.4(b) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.4(a) or Section 8.4(b) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.4(a) or Section 8.4(b) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.5(a) and Section 8.04(b8.5(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, 5.1 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.2. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all exceeds .5% of the Purchase Agreements exceedsPrice (without adjustment pursuant to Section 2.06, in but including amounts allocated to or payable under the aggregate, $200,000 Real Property Purchase Agreement for the Owned Real Property) (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, Section 4.11, Section 4.12, Section 4.13, Section 4.23, Section 4.24, Section 4.25, Section 4.26, Section 4.27, Section 4.28, Section 4.29, Section 4.30, Section 4.31, Section 4.32, Section 4.33, Section 4.34, Section 4.35, Section 5.01, Section 5.02 and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller5.04. (d) Notwithstanding For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty and shall be disregarded in determining the amount of Losses of which a Person is entitled to indemnification under this Article VIII. (e) For the avoidance of doubt, and notwithstanding anything to the contrary hereincontained in this Section 8.04, none any Loss relating to any of the limitations set forth in Section 8.04(afollowing shall be paid by the Seller, and shall not be subject to the Basket or the Stockholder Indemnification Cap: (i) Any amounts owed, or which become due and Section 8.04(bowing, with respect to claims made by the State of California or any of its taxing authorities (including interest, penalties, and expenses with respect thereto) shall apply for sales/use tax returns to fraud be filed by the Seller relating to the last six (6) calendar years and the stub period prior to the Closing (each a “California Tax Claim”). (ii) Any amounts owed, or willful misconduct which become due and owing, with respect to claims made by the State of Nevada or any partyof its taxing authorities (including interest, penalties, and expenses with respect thereto) for sales/use tax returns to be amended and filed by the Seller relating to the last three (3) calendar years and the stub period prior to the Closing (each a “Nevada Tax Claim”). (iii) Any amounts owed, or which become due and owing, with respect to sales tax arising out of or relating to the consummation of this Agreement, including without limitation, any tax claims arising under Nevada Revised Statutes §360.525 (each a “Nevada Sales Tax Claim”). (iv) Any amounts owed, or which become due and owing, to the Nevada Department of Employment Training and Rehabilitation or such other employment agency, including without limitation, any claims arising under Nevada Revised Statutes §612.695 (each a “Nevada Employer Contribution Claim”).

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 6.02 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a6.02(a) until the aggregate amount of all Losses in respect of all indemnification under Section 6.02(a) and Section 9.02(a) of the Seller’s indemnification obligations under Section 8.02(a) of all of the Equity Purchase Agreements exceeds, in the aggregate, Agreement exceeds $200,000 550,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a6.02(a) and Section 9.02(a) of all of the Equity Purchase Agreements Agreement shall not exceed, in the aggregate, exceed $1,800,000 5,250,000 (the “"Cap”"). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b6.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, 3.04 and the first sentence of Section 3.14, 3.05(a). (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 3.17, 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 3.18, Section 4.01, Section 4.04, 6.03(a) and Section 4.05 9.03(a) of the Equity Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which such Losses under the same sections of all Buyer and TMG shall be liable pursuant to Section 6.03(a) and Section 9.03(a) of the Equity Purchase Agreements Agreement shall be capped, in not exceed the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerCap. (d) Notwithstanding anything to the contrary hereinforegoing, none of the limitations set forth in Section 8.04(a6.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.21 and Section 8.04(b4.24. (e) shall apply to fraud For purposes of this ARTICLE VI, any inaccuracy in or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification obligations provided for in Section 8.02 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) No Seller Parent shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a9.2(a) exceeds the amount equal to $4,000,000 (the “Basket”), in which event Parent shall have liability only for the amount of such excess. The aggregate amount of all Losses for which Parent shall be liable pursuant to Section 9.2 shall be limited in the aggregate to the Indemnification Escrow Amount then remaining in the Indemnification Escrow Account at the time of any claim thereunder. With respect to any claim as to which the Buyer Indemnitees may be entitled to indemnification under Section 9.2(a), Parent shall not be liable for any Loss unless it exceeds, individually or together with all Losses resulting from the same or series of related facts, events or circumstances, $50,000. (b) Buyer shall not be liable to the Parent Indemnitees for indemnification under Section 9.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.3(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable have liability only for all the amount of such Losses from the first dollarexcess. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) 9.3 shall not exceed $30,000,000. With respect to any claim as to which the CapParent Indemnitees may be entitled to indemnification under Section 9.3(a), Buyer shall not be liable for any Loss unless it exceeds, individually or together with all Losses resulting from the same or series of related facts, events or circumstances, $50,000. (c) Notwithstanding the foregoing, the limitations set forth in the first sentence of each of Section 8.04(a9.4(a) and Section 8.04(b9.4(b) this shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.013.1(a), Section 3.023.1(b), Section 3.033.1(d), Section 3.053.1(e), Section 3.143.1(g), Section 3.173.1(w), Section 3.18, Section 4.01, Section 4.04, 3.2(a) and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller3.2(g). (d) Notwithstanding anything For purposes of calculating Losses under Article 9 arising from a breach of representation or warranty hereunder (but not for purposes of determining whether a breach has occurred), any materiality or Material Adverse Effect qualifications contained therein shall be disregarded. (e) Parent shall not have any liability pursuant to Section 9.2 in respect of any item or any Losses to the contrary herein, none extent they have been reflected as a deduction in determining the Membership Interest Value hereunder or as otherwise reflected as a deduction in the calculation of the limitations set forth Closing Date Net Working Capital as finally determined pursuant to Section 2.4. (f) No limitation in this Section 8.04(a) and Section 8.04(b) 9.4 shall apply to any Losses with respect to, resulting from or involving, fraud (with actual intent to deceive). For the avoidance of doubt, this Section 9.4 shall not apply with respect to Remediation Costs payable or willful misconduct of any party.reimbursable by Parent from the NDT Escrow Deposit pursuant to Exhibit B.

Certain Limitations. The indemnification provided for in Section 8.02 9.02 and Section 8.03 9.03 shall be subject to the following limitations: (a) No Buyer Indemnitee seeking indemnification pursuant to Section 9.02(a) shall make any claim for, or be entitled to, indemnification from any Seller Indemnifying Party with respect to a matter involving less than $10,000 (the “De Minimis Amount”) of Losses arising out of a single occurrence. The Seller Indemnifying Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses (excluding Losses not exceeding the De Minimis Amount) in respect of all of the Seller’s indemnification obligations under Section 8.02(a9.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 150,000 (the “Basket”), in which event the Seller Indemnifying Parties shall be required to pay or be liable for all only such Losses from exceeding the first dollarBasket; provided, that such Basket shall not be applicable in respect of indemnification obligations under Section 9.02(a) with respect to or by reason of any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in Section 4.17 (Environmental Matters). The Subject to Section 9.04(c), the aggregate amount of all Losses for which the Seller Indemnifying Parties as a group shall be liable pursuant to Section 8.02(a9.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 (the 6,958,149.83(the “Cap”), absent fraud or willful misrepresentation. The Cap shall not apply to any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in Section 4.17, which shall instead be subject to Section 9.05(b). (b) No Seller Indemnitee seeking indemnification pursuant to Section 9.03(a) shall make any claim for, or be entitled to indemnification from Buyer Parties with respect to a matter involving less than the De Minimis Amount of Losses arising out of a single occurrence. Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a9.03(a) until the aggregate amount of all Losses (excluding Losses not exceeding the De Minimis Amount) in respect of indemnification under Section 8.03(a9.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all only such Losses from exceeding the first dollarBasket. The Subject to Section 9.04(c), the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9.03(a) shall not exceed an amount equal to the Cap, absent fraud or willful misrepresentation. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.04(a)–(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any (x) inaccuracy in or breach of any representation (i) Seller Fundamental Representations, or warranty (ii) Buyer Fundamental Representations, or (y) Excluded Tax Liability. Notwithstanding the foregoing, no Party shall be liable pursuant to Article IX in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all excess of the Purchase Agreements Price and in no event shall Seller be capped, entitled to receive under this Agreement any amount in the aggregate, at excess of the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything Nothing in this Agreement will limit the Liability of a Party to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to another Party for fraud or willful misconduct misrepresentation, nor will the survival periods set out in Section 9.01 apply to any claims arising therefrom. (e) For purposes of (i) determining whether or not a representation or warranty made by the Seller Parties or Buyer in this Agreement or in any of the Ancillary Documents (excluding the Transition Services Agreement) has been breached or whether an inaccuracy exists with respect thereto or whether or any nonfulfillment, nonperformance or other breach of any partycovenant exists, and (ii) calculating the amount of Losses resulting therefrom to which an Indemnified Party is entitled, the terms “Material Adverse Effect,” “material,” “materiality” and similar qualifiers, modifiers or limitations shall be disregarded. (f) The Party making a claim under this Article IX is referred to as the “Indemnified Party”, and the Party against whom such claims are asserted under this Article IX is referred to as the “Indemnifying Party”. (g) If after Closing, an Indemnified Party obtains Knowledge of any claim as to which indemnification may be sought by such Indemnified Party pursuant to this Article IX, such Indemnified Party shall use commercially reasonable efforts to comply with applicable Law with respect to any obligations to mitigate such Losses.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds ONE HUNDRED THOUSAND DOLLARS ($200,000 100,000) (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed SEVEN HUNDRED EIGHTY-THREE THOUSAND THREE HUNDRED SIXTY DOLLARS ($1,800,000 783,360) (the “Cap”).Cap”).‌ (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.Cap.‌ (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation Sellers’ Fundamental Representation or warranty any Buyer’s Fundamental Representation, the aggregate liability for which, in Section 3.01either Sellers’ or Buyer’s case, Section 3.02as applicable, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, capped at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything The amount of Losses that an Indemnified Party (as that term is described in Section 8.05) may recover pursuant to the contrary hereinthis ARTICLE 8 shall be reduced, none on a dollar for dollar basis, by any Tax benefits actually realized in respect of the limitations set forth Losses forming the basis of such claim for recovery. (e) For purposes of this ARTICLE 8, any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty and the amount of any Loss shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 10.02 and Section 8.03 10.03 shall be subject to the following limitations: (a) No Seller Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a10.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a10.02(a) of all of exceeds the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a10.02(a) shall not exceed the Cap. (cb) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and 10.04(a), the limitations in Section 8.04(b10.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation, any representation or warranty in Section 3.013.19, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all any of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations matters set forth in Section 8.04(a) 10.02(f), any Fraud-Type Claim, or, for the sake of clarity Section 3.20 or ARTICLE VIII. For the avoidance of doubt, the Seller Parties shall be obligated to indemnify and Section 8.04(b) shall apply defend Buyer Indemnitees from the first dollar, without any limitation, for any Losses based upon, arising out of, with respect to fraud or willful misconduct by reason of any partyinaccuracy in or breach of any Fundamental Representation, any of the matters set forth in Section 10.02(f), any Fraud-Type Claim or, for the sake of clarity Section 3.20 or ARTICLE VIII. (c) For purposes of this ARTICLE X, any Losses due to any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No After the Closing, Seller shall not be liable required to indemnify the Buyer Indemnitees for indemnification Losses under Section 8.02(aSections 8.1 and 9.2(a) or 9.2(b) until all Losses in respect the aggregate amount of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, such Losses exceeds $200,000 500,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable responsible for all the amount of such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all in excess of the Purchase Agreements Basket; provided, however, that the Basket shall not exceedapply with respect to any Excluded Representation, in any liability arising out of or relating to any Excluded Asset or Excluded Liability or fraud on the aggregate, $1,800,000 (the “Cap”)part of Seller. (b) Buyer Parties and Parent shall not be liable required to indemnify the Seller Indemnitees for indemnification Losses under Section 8.03(a) 9.3 until the aggregate amount of all such Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties and Parent shall be required to pay or be liable responsible for all the amount of such Losses from in excess of the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) Basket; provided, however, the Basket shall not exceed apply with respect to any fraud on the Cappart of Buyer or Parent. (c) Notwithstanding the foregoingWith respect to Seller’s obligation under Section 8.1, 9.2(a) and 9.2(b), except as otherwise provided in Section 9.4(d), the limitations set forth in aggregate maximum liability of Seller shall be equal to $34,000,000. For the avoidance of doubt, except as permitted by Section 8.04(a9.4, a Buyer Indemnitee shall not be entitled to indemnification under Section 9.2(a) and 9.2(b) once the aggregate amount of claims paid under Section 8.04(b9.2 exceeds $34,000,000. (d) With respect to Seller’s obligation for breaches of the Excluded Representations, the aggregate maximum liability of Seller shall be equal to the Purchase Price. For the avoidance of doubt, and by way of example only, a Buyer Indemnitee shall not apply be permitted to Losses based uponbring a claim under either Section 9.2(a) for breaches of Sections 3.2, arising out of3.3, 3.6(c) and 3.17 once the aggregate amount of claims paid under Section 9.2 equals the Purchase Price. (e) The Buyer Indemnitees shall have no rights to claims for indemnification under Section 9.2 with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for of Seller to which such Losses under Buyer or Parent had Knowledge prior to the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerClosing. (df) Notwithstanding anything IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFIT, PROVIDED, HOWEVER, THAT THIS SECTION 9.4(f) SHALL NOT LIMIT A PARTY’S RIGHT TO RECOVERY UNDER THIS ARTICLE IX FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION UNDER THIS ARTICLE IX. (g) The liability of Seller for all Losses shall be reduced by the net amount of any proceeds of insurance actually received by a Buyer Indemnitee from non-Affiliate third parties in connection with a claim for indemnification by such Buyer Indemnitee (but only to the contrary herein, none extent insurance proceeds are actually received by a Buyer Indemnitee within one (1) year of the limitations set forth Buyer Indemnitee’s submission to its insurer(s) of its claim and appropriate supporting documentation, unless the Buyer Indemnitee fails to diligently attempt throughout such one (1) year period to collect promptly such insurance proceeds). If a Buyer Indemnitee receives such insurance payment subsequent to such one (1) year period and following indemnification by Seller, Buyer Indemnitee shall remit to Seller the amount so paid by the insurance company but not in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct excess of any partythe indemnification payment by Seller.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 6.02 shall be subject to the following limitations: : (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a6.02(a) until the aggregate amount of all Losses in respect of all indemnification under Section 6.02(a) and Section 9.02(a) of the Seller’s indemnification obligations under Section 8.02(a) of all of the Equity Purchase Agreements exceeds, in the aggregate, Agreement exceeds $200,000 550,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a6.02(a) and Section 9.02(a) of all of the Equity Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) Agreement shall not exceed $5,250,000 (the "Cap. "). - 35 - (cb) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b6.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, 3.04 and the first sentence of Section 3.14, 3.05(a). (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 3.17, 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 3.18, Section 4.01, Section 4.04, 6.03(a) and Section 4.05 9.03(a) of the Equity Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which such Losses under the same sections of all Buyer and TMG shall be liable pursuant to Section 6.03(a) and Section 9.03(a) of the Equity Purchase Agreements Agreement shall be capped, in not exceed the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. Cap. (d) Notwithstanding anything to the contrary hereinforegoing, none of the limitations set forth in Section 8.04(a6.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.21 and Section 8.04(b4.24. (e) shall apply to fraud For purposes of this ARTICLE VI, any inaccuracy in or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section ‎Section 8.02 and Section ‎Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section ‎Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section ‎Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 25,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from in excess of the first dollar. Basket. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under ‎Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under ‎Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all Losses in excess of the Basket. (c) The aggregate amount of all Losses for which Seller shall be liable pursuant to Section ‎Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Capvalue of the Pledged Shares, as calculated in accordance with ‎Section 8.06(b). (cd) Notwithstanding the foregoing, the limitations set forth in Section ‎Section 8.04(a), ‎Section 8.04(b) and Section 8.04(b‎Section 8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations, respectively. (e) For purposes of determining the amount of any Losses hereunder and whether any breach of any representation or warranty has occurred, the representations and warranties set forth in Section 3.01this Agreement or in any Ancillary Agreement delivered hereunder will be considered without regard to any materiality qualification set forth therein except, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against this ‎Section 8.04(e), the Seller. following references shall not be disregarded: (di) Notwithstanding anything to the contrary herein, none use of the limitations set forth word “Material” as used in Section 8.04(athe defined terms “Material Contracts” and “Material Adverse Effect,” and (ii) and Section 8.04(b) shall apply references to fraud “material” or willful misconduct variations thereof in the definition of any party“Material Adverse Effect.”

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.2(a), or Section 8.2(c) with respect to Taxes (other than income, sales, use, withholding, payroll, employment, gross receipt, property or federal and state universal service fund Taxes), (i) for any single Loss (or series of related or similar Losses) of less than US$25,000, but, if over such amount, the Buyer Indemnified Parties shall be entitled to record the full amount of such Loss, including the first US$25,000 and (ii) unless and until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.2(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 exceeds US$150,000.00 (the “Basket”), in which event Seller the Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a8.2(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”)exceed US$1,500,000. (b) Buyer Parties and Parent shall not be liable to the Seller Indemnitees Sellers for indemnification under Section 8.03(a8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.3(a) exceeds the Basket, in which event Buyer Parties and Parent shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a8.3(a) shall not exceed the CapUS$1,000,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.1, Section 3.024.2, Section 3.034.15, Section 3.054.16, Section 3.144.18, Section 3.17, Section 3.18, Section 4.01, Section 4.04, 5.1 and Section 4.05 5.6; provided, however that the aggregate liability of Sellers for which such all Losses under the same sections of all of the Purchase Agreements this Article VIII shall be capped, in the aggregate, at not exceed the Purchase Price; subject to Section 8.06 . The aggregate liability of Sellers with respect to an invalid Section 338(h)(10) Election, including as a result of a breach or inaccuracy of any claim brought by any Buyer Indemnitee against of the Sellerrepresentations in Section 4.7(r) or a breach of a covenant in Section 7.1(c) or 7.8, shall not exceed the 338(h)(10) Gross-Up Amount. (d) Notwithstanding anything Any indemnification obligation pursuant to Section 8.2 or 8.3 shall be net of any Tax benefit to the contrary hereinindemnified party or its affiliates resulting from the event that gives rise to such indemnification obligations. (e) For purposes of this Article VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 1,000,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from that exceed the first dollarBasket. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed $1,800,000 17,500,000 (the “Cap”). (b) Seller shall not be liable to the Buyer Parties Indemnitees for indemnification under Section 8.02(a) in respect of any inaccuracy in or breach of the representation and warranty set out in Section 3.14(c) until the aggregate amount of all Losses in respect of such inaccuracy or breach exceeds $200,000, in which event Seller shall be required to pay or be liable for all such Losses that exceed $200,000. (c) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from that exceed the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. Notwithstanding the foregoing, the limitations in this Section 8.04(c) shall not apply to any Seller Losses indemnifiable pursuant to Section 8.03(c). (cd) Notwithstanding the foregoing, the limitations as to the Basket and Cap set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.19, Section 3.143.20, Section 3.173.24, Section 3.183.27, Section 4.01, Section 4.04, 4.01 and Section 4.05 for 4.04 which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, capped at the Purchase Price; Price or (ii) claims for fraud or criminal or intentional conduct which shall not be subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerBasket or Cap. (de) Payments by an Indemnifying Party pursuant to Section 8.02 and Section 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or ▇▇▇▇▇▇▇▇ 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. Notwithstanding the foregoing or anything else in this Agreement to the contrary, if Buyer, ▇▇▇▇▇▇▇▇ or the Company collects insurance proceeds related to ▇▇▇▇▇ Cross Utah Losses but is thereafter unable to collect insurance proceeds for an otherwise covered matter (the “Uncollectable Amount”) because insurance policy limits were met or exceeded by reason of claims made relating to ▇▇▇▇▇ Cross Utah Losses, Seller shall reimburse Buyer for the full amount of the Uncollectable Amount (f) Payments by an Indemnifying Party pursuant to Section 8.02 and Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized as a result of such Loss by the Indemnified Party. (g) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. (h) Except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party, in no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages or for any special or indirect damages for loss of future revenue or income, loss of business reputation or loss of opportunity relating to a breach or alleged breach of this Agreement or damages based on any type of multiple. (i) Notwithstanding the foregoing or anything else in this Agreement to the contrary hereincontrary, none of the limitations as to the Basket and Cap set forth in Section 8.04(a) and Section 8.04(b) above shall not apply to fraud ▇▇▇▇▇ Cross Utah Losses and Seller shall be responsible for all ▇▇▇▇▇ Cross Utah Losses indefinitely notwithstanding the survivability periods set forth in Section 8.01. With respect to the ▇▇▇▇▇ Cross Utah Losses, Buyer shall use reasonable efforts to avoid duplication of costs and to use only one counsel as much as reasonably possible, except nothing herein shall prevent Buyer from hiring outside environmental counsel and retaining local counsel in Utah in addition to Buyer’s regular outside legal counsel. (j) Notwithstanding the foregoing or willful misconduct of any partyanything else in this Agreement to the contrary, the limitations as to the Basket and Cap set forth in Section 8.04(a) above shall not apply to indemnification arising under Section 8.02(d) above.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 50,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.14, Section 3.17, Section 3.183.24, Section 4.01, Section 4.044.02, Section 4.03, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller4.06. (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 any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything to the contrary hereincontrary, none the maximum liability of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply Seller all claims arising from this contract is limited to fraud or willful misconduct a liability sum of any partyUSD$1,600,000.

Certain Limitations. The indemnification provided for in Section 8.02 10.1.1 and Section 8.03 10.2 shall be subject to the following limitations: (a) No Seller shall be liable to Except as provided in Section 10.6(c) and Section 10.7, the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller the Sellers’ Representative or the Sellers shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements 10.1.1 shall not exceed, in exceed the aggregate, $1,800,000 Escrow Fund (the “Cap”). No Buyer Indemnified Person shall be entitled to recover from the Escrow Fund for Losses pursuant to Section 10.1.1 unless and until the total amount of all Losses that have been suffered or incurred by one or more of the Buyer Indemnified Persons exceeds $50,000 in the aggregate (the “Deductible”), after which, subject to the terms of this Section 10, Buyer Indemnified Persons shall be entitled to recover from the Escrow Fund for all Losses pursuant to Section 8.02(a) that exceed the Deductible. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) 10.2 shall not exceed the Cap$2,500,000. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b10.6(a) shall not apply to Losses (i) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01of Sections 3.1 (Organization; Predecessors), Section 3.023.2 (Power and Authorization), Section 3.033.4 (Breach of Organizational Documents), Section 3.053.5 (Capitalization), Section 3.143.9 (Debt; Guarantees), Section 3.173.15 (Tax Matters), Section 3.183.19, Section 4.01(Affiliate Transactions), Section 4.043.26 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), and Section 4.05 4.6 (No Brokers) (collectively, the “Excepted Representations”), (ii) related to any of the items set forth on Schedule 10.6(c) or (iii) for fraud or willful misrepresentation or breach of any covenant or agreement, for which such Losses under the same sections the Sellers’ Representatives and the Sellers shall be severally liable for an aggregate amount not to exceed $6,600,000. For the avoidance of all doubt, none of the Purchase Agreements limitations set forth in this Section 10.6(c) shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect apply to any claim brought by any Buyer Indemnitee against the Sellerclaims for indemnification that relate to Taxes. (d) Notwithstanding anything to the contrary set forth herein, none all indemnification obligations pursuant to this Section 10 will exclude punitive Losses (except to the extent punitive Losses constitute Losses payable to a third party as a result of a claim by a third party) and damages (other than direct or incidental damages) that are not the probable and reasonably foreseeable result of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud underlying breach, misrepresentation, inaccuracy, default or willful misconduct of any partyevent.

Certain Limitations. The indemnification provided for in Section 8.02 8.2 and Section 8.03 8.3 shall be subject to the following limitations: (a) No Seller shall be liable to The Sellers and the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties Owners shall not be liable to the Seller Purchaser Indemnitees for indemnification under Section 8.03(a8.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a8.2(a) exceeds Five Hundred Forty Thousand Dollars ($540,000) (the Basket“Basket Amount”), in which event Buyer Parties the Sellers and the Owners shall be required to pay or be liable for all such Losses from only in excess of the first dollarBasket Amount. The aggregate amount of all Losses for which Buyer Parties the Seller and the Owners shall be liable pursuant to Section 8.03(a8.2(a) shall not exceed Nine Million Dollars ($9,000,000) (the “Cap Amount”). (b) The Purchaser shall not be liable to the Sellers Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the Basket Amount, in which event the Purchaser shall be required to pay or be liable for all such Losses only in excess of the Basket Amount. The aggregate amount of all Losses for which the Purchaser shall be liable pursuant to Section 8.3(a) shall not exceed the CapCap Amount. (c) Notwithstanding the foregoing, (i) the limitations set forth in Section 8.04(a8.4(a) and Section 8.04(b8.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.1 (Organization and Authorization of Sellers and Owners), Section 3.024.2 (Organization and Good Standing of Company; Authorization), Section 3.034.4 (Capitalization), Section 3.054.5 (Subsidiaries), the first sentence of Section 4.8 (Title to Assets; Sufficiency), Section 3.144.10 (Taxes), Section 3.175.1 (Organization and Good Standing) or Section 5.2 (Authorization); and (ii) the Basket Amount shall not apply to Losses based upon, Section 3.18arising out of, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to or by reason of any claim brought by inaccuracy in or breach of any Buyer Indemnitee against the Sellerrepresentation or warranty in Section 4.18(a) (Compliance with Laws; Permits) or Section 4.19 (Products). (d) Notwithstanding anything to the contrary hereinFor purposes of this Article VIII, none of the limitations set forth any inaccuracy in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller The Selling Parties shall not be liable to the Buyer Indemnitees for indemnification Indemnified Parties under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”9.1(a), in which event Seller shall be required to pay or be liable for unless and until the Losses incurred by all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not Buyer Indemnified Parties as a result thereof exceed, in the aggregate, $1,800,000 100,000 (the “CapThreshold”), in which case the Selling Parties shall be liable to the applicable Buyer Indemnified Party for all Losses from the first dollar of Losses. (b) The Buyer Parties shall not be liable to the Seller Indemnitees for indemnification Indemnified Parties under Section 8.03(a) 9.2(a), unless and until the aggregate amount of Losses incurred by all Losses Seller Indemnified Parties as a result thereof exceed, in respect of indemnification under Section 8.03(a) exceeds the Basketaggregate, the Threshold, in which event case Buyer shall be liable to the applicable Seller Indemnified Party for all the Losses from the first dollar of Losses. (c) The aggregate amount required to be paid by the Selling Parties under Section 9.1(a) shall not exceed $5,000,000 (the “Cap”). To the extent the amount required to be paid by the Selling Parties under Section 9.1(a) is not satisfied from funds held in the Indemnity Escrow Account or pursuant to Section 9.9, (i) neither Ronan nor ▇▇▇▇▇▇▇ shall be required to pay or make indemnification payments pursuant to Section 9.1(a) and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall not be liable for all such Losses from required to make payments in excess of 38%, 31% and 31%, respectively, of the first dollar. amount required to be paid pursuant to Section 9.1(a). (d) The aggregate amount of all Losses for which required to be paid by the Buyer Parties shall be liable pursuant to under Section 8.03(a9.2(a) shall not exceed the Cap. (ce) Notwithstanding anything to the foregoingcontrary contained herein, but subject to the limitations set forth in last sentence of this Section 8.04(a9.4(e), (i) Sections 9.4(a), 9.4(b), 9.4(c) and Section 8.04(b9.4(d) shall not apply to Losses based uponin connection with, resulting from or arising out ofof directly or indirectly, with respect to or by reason of any inaccuracy in or breach of any representation a Fundamental Representation; and (ii) no indemnification payment made by the Selling Parties or warranty in Section 3.01the Buyer, Section 3.02as the case may be, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought Fundamental Representation shall be considered in determining whether the Cap has been exceeded. Notwithstanding the foregoing, from and after the earlier of the 45th day following the date of this Agreement and the Closing Date, clauses (i) and (ii) of this Section 9.4(e) shall not apply to Losses in connection with, resulting from or arising out of, or indemnity claims with respect to, inaccuracies in or breaches of the representations contained in Sections 3.11, 3.16 and 3.18. (f) If the Buyer Indemnified Party receives any insurance proceeds prior to being indemnified with respect to any Losses under this Article 9, the payment under this Article 9 with respect to such Losses shall be reduced by the net amount of such insurance proceeds, less the present value of all premium increases resulting therefrom, all attorney’s fees and other out-of-pocket fees, costs and expenses incurred in connection with collecting such proceeds and any deductible payment, reimbursement obligation or retrospective payments incurred by any Buyer Indemnitee against Indemnified Party (such net amounts, a “Net Recovery”). In the Seller. event that a Net Recovery is actually received by the Buyer Indemnified Party subsequent to receipt by such Buyer Indemnified Party of any indemnification payment hereunder in respect of the claims to which such Net Recovery relates, appropriate refunds in the amount of such Net Recovery (dor if less, in the amount of applicable indemnification payments previously made) Notwithstanding anything shall be made promptly. The amount of any Losses payable under this Article 9 by the Selling Parties shall also be net of any Tax benefits that the Buyer Indemnified Party actually realizes in the year the Loss was incurred, net of any Tax costs related to such Losses, including any Tax costs on account of payments received from the Seller related to such Losses. If the Buyer Indemnified Party realizes any Tax benefits in the year the Loss was incurred subsequent to an indemnification payment by any of the Selling Parties, then the Buyer Indemnified Party shall promptly reimburse the Selling Parties for any payment made by the Selling Parties in connection with providing such indemnification payment up to the contrary hereinamount received or realized by the Buyer Indemnified Party, none net of all attorney’s fees and other out-of-pocket fees, costs and expenses incurred by such Indemnified Party in collecting such amount. Notwithstanding the limitations set forth foregoing, (i) the Selling Parties may not delay payment of, or reduce the amount of, any payment in respect of any Losses in expectation of any such insurance proceeds or Tax benefits, and (ii) this Section 8.04(a) and Section 8.04(b9.4(f) shall apply not limit, delay or otherwise affect the rights of such Buyer Indemnified Party to fraud or willful misconduct of any partyrecover from the Seller pursuant to this Article 9.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section Sections 3.01, Section 3.02, Section 3.03, 3.19, 3.20 and 3.24 (the “Buyer Basket Exclusions”)), until the aggregate amount of all Losses in respect of indemnification under Section 3.058.02(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $760,000.00, at which point Seller will indemnify the Buyer Indemnitees for all Losses in excess of $760,000.00. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 3.148.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Sections 4.01 and 4.05, or with respect to a claim for indemnification arising under Section 3.175.11 (the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, Section 3.18arising out of, Section 4.01with respect to or by reason of the Seller Basket Exclusions) exceeds $760,000.00, Section 4.04, and Section 4.05 at which point Buyer will indemnify the Seller Indemnitees for all Losses in excess of $760,000.00. (c) The maximum amount of losses for which such either party is obligated to indemnify the other pursuant to this Article VIII shall be $7,600,000.00 (the “Indemnity Cap”); provided that the Indemnity Cap shall not apply to Losses under the same sections incurred by Buyer as a result of all a breach of Sections 3.01, 3.12, 3.19, 3.22 and Article VI or to Losses incurred by Seller as a result of a breach of Sections 4.01 or 4.03, which Losses shall not exceed the Purchase Agreements shall be capped, Price in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything For purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) The amount of any Losses under Section 8.02 or Section 8.03 for which Seller or Buyer, as the case may be, may become obligated to hold harmless, indemnify, compensate or reimburse any Buyer Indemnitee or Seller Indemnitee, as the case may be (such indemnifying party, the “Indemnitor” and such Buyer Indemnitee or Seller Indemnitee, as the case may be, the “Indemnitee”), shall be reduced by (i) any Tax benefits actually realized by the Indemnitee on or prior to the contrary herein, none date of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud claim that result from or willful misconduct arise out of such Losses, net of any partycorresponding Tax costs incurred by such party and (ii) any amounts recovered by the Indemnitee under applicable insurance policies or from any other Person alleged to have responsibility. Each Indemnitor shall pursue in good faith all claims available under such third-party insurance coverage and from any Person alleged to have responsibility. If the Indemnitee receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses (which were not earlier taken into account in calculating Losses), subsequent to an indemnification payment by the Indemnitor, then the Indemnitee shall promptly reimburse the Indemnitor for any payment made or out-of-pocket expense incurred by the Indemnitor in connection with providing such indemnification payment up to the amount actually received by the Indemnitee.

Certain Limitations. The indemnification provided for in Section 8.02 7.2 and Section 8.03 7.3 shall be subject to the following limitations: (a) No Seller and Shareholders shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a7.2(a) until all Losses in (other than with respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees a claim for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.014.1, Section 3.024.2, Section 3.034.8(a), Section 3.054.11(b), Section 3.144.18, Section 3.174.19, Section 3.18, Section 4.01, Section 4.04, 4.21 and Section 4.05 4.22 (the “Buyer Basket Exclusions”)): (i) until the aggregate amount of all Losses in respect of indemnification under Section 7.2(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) exceeds $112,500, in which event Seller shall be required to pay or be liable for which all such Losses under the same sections in excess of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price$112,500; subject to Section 8.06 and (ii) with respect to any Losses in respect of indemnification under Section 7.2(a) (other than those based upon, arising out of, with respect to or by reason of the Buyer Basket Exclusions) if the aggregate of all such Losses exceeds $2,500,000, and with respect to any Losses in respect of indemnification under Section 7.2(a) arising out of, with respect to or by reason of the Buyer Basket Exclusions if the aggregate of all such Losses exceeds the $25,000,000. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.3(a) (other than with respect to a claim brought for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.1, Section 5.2 and Section 5.4 (the “Seller Basket Exclusions”)): (i) until the aggregate amount of all Losses in respect of indemnification under Section 7.3(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds $112,500, in which event Buyer Indemnitee against shall be required to pay or be liable for all such Losses in excess of $112,500; and (ii) with respect to any Losses in respect of indemnification under Section 7.3(a) (other than those based upon, arising out of, with respect to or by reason of the SellerBuyer Basket Exclusions) if the aggregate of all such Losses exceeds $2,500,000, and with respect to any Losses in respect of indemnification under Section 7.3(a) with respect to or by reason of the Buyer Basket Exclusions if the aggregate of all such Losses exceeds $25,000,000. (c) For purposes of this Article 8, if after taking into account any qualification of any representation or warranty that is qualified by materiality, Material Adverse Effect or other similar qualification, there is any inaccuracy in or breach of such representation or warranty, then the amount of any indemnification hereunder in excess of $125,000 in the aggregate as to all matters covered by this subsection shall be determined without regard to such qualification. (d) Notwithstanding anything Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be limited to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct amount of any partyliability 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 charge-backs (it being agreed that neither party shall have any obligation to seek to recover any insurance proceeds in connection with or prior to making a claim under this Article 8 and that, promptly after the realization of any insurance proceeds, indemnity contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses. Payments by an Indemnifying Party pursuant to Article 7 in respect of any Losses shall be net of any Tax benefit actually realized by an Indemnified Party or its Affiliates in connection with the payment of any such Losses. An Indemnified Party will be deemed to have “actually realized” a Tax benefit when and to the extent that the amount of Taxes with respect to the taxable year in which the Loss is realized payable by such Indemnified Party is reduced by the amount of Taxes that such Indemnified Party would otherwise have been required to pay but for such Losses.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers and the Principals shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) related to the Non-Fundamental Reps until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $100,000 (the "Basket”) in which event Sellers and the Principals shall be required to pay or be liable for all such Losses in excess of the Basket, provided that the aggregate amount of all Losses for which Sellers and the Principals shall be liable pursuant to Section 8.02(a) related to Non-Fundamental Reps shall not exceed 30% of the Purchase Price (the "Cap"). (b) Sellers and the Principals shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of related to the Seller’s indemnification obligations Fundamental Reps and under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”8.02(b), in which event Seller shall be required (c) and (d) without regard to pay the Basket or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (bc) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollar. The Basket, provided that the aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. Buyer shall be liable to the Seller Indemnitees under Section 8.02(b) and (c) without regard to the Basket or the Cap. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01the Fundamental Reps. (e) For purposes of this Article VIII, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections any inaccuracy in or breach of all of the Purchase Agreements any representation or warranty shall be cappeddetermined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (f) The amount, if any, in the aggregate, at Escrow Account shall not limit in any way Buyer's right to be indemnified pursuant to this Agreement and the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerTransaction Documents. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Indemnifying Party shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds One Hundred Thousand Dollars ($200,000 100,000) (the “Basket”), in which event the Seller Indemnifying Parties shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which the Seller Indemnifying Parties shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, exceed One Million Dollars ($1,800,000 1,000,000) (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall only be required to pay or be liable for all such Losses from in excess of the first dollarBasket. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of (i) fraud or willful or intentional misconduct or breach; (ii) any inaccuracy in or breach of any Fundamental Rep, for which the aggregate liability of the applicable Indemnifying Party(ies) shall be limited to the Purchase Price; or (iii) any inaccuracy in or breach of any Franchise Rep, for which the aggregate liability of the applicable Indemnifying Party(ies) shall be limited to Seven Million Five Hundred Thousand Dollars ($7,500,000) as of the Closing Date, which amount shall be reduced by (A) One Hundred Thousand Dollars ($100,000) per month (on the last day of each full calendar month) for the first twelve (12) months following the Closing Date; (B) One Hundred Fifty Thousand Dollars ($150,000) per month (on the last day of each full calendar month) for the next twelve (12) months following the first anniversary of the Closing Date; and (C) Three Hundred Twenty-Five Thousand Dollars ($325,000) per month (on the last day of each full calendar month) thereafter until the last day of the survival period applicable to the Franchise Reps, provided, however, that in no event shall such amount be reduced to an amount less than the Cap, and provided further that, in the event a Buyer Indemnitee makes a claim for indemnification for fraud or willful or intentional misconduct or breach or any inaccuracy in or breach of any Fundamental Rep or any Franchise Rep pursuant to this ARTICLE VIII, no further reductions to such amount shall be made until the date on which such claim for indemnification has been resolved. (d) For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such any Losses under the same sections of all of the Purchase Agreements attributable thereto shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect determined without regard to any claim brought by any Buyer Indemnitee against the Sellermateriality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (de) Notwithstanding anything No Losses may be claimed under Section 8.02 or Section 8.03 by any Indemnified Party to the contrary herein, none of extent such Losses are included in the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct calculation of any partyadjustment to the Purchase Price pursuant to Section 2.02.

Certain Limitations. The indemnification provided for in Section 8.02 7.02(a) and Section 8.03 7.03(a) shall be subject to the following limitations: (a) No Seller Parties shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a7.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a7.02(a) exceeds $525,000 (the “Basket”), in which event Buyer Seller Parties shall be required to pay or be liable indemnify the Buyer Indemnitees for all the full amount of such Losses from dollar one subject to the first dollarlimitations set forth herein. The aggregate amount of all Losses for which Buyer Seller Parties shall be liable pursuant to Section 8.03(a7.02(a) shall not exceed $5,250,000 (the “Cap. (c) ”). Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) Basket and Section 8.04(b) Cap shall not apply to Losses based upon, arising out of, with respect to or by reason of fraud or any inaccuracy in or breach of any representation Fundamental Representation or warranty in respect of Section 3.014.21, with respect to which, in each case, no Losses shall count towards the Cap for any purpose under this Agreement. (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 3.027.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) exceeds the Basket, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 in which event Buyer shall be required to indemnify the Seller Indemnitees for the full amount of such Losses from dollar one subject to the limitations set forth herein. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 7.03(a) shall not exceed the Cap. Notwithstanding the foregoing, the Basket and Cap shall not apply to Losses based upon, arising out of, with respect to or by reason of fraud or any inaccuracy in or breach of any Fundamental Representation, with respect to which, in each case, no Losses shall count towards the Cap for any purpose under this Agreement. (c) The amount of any Losses sustained under Section 7.02 or Section 7.03 by any Indemnified Party shall be calculated net of the amount of any recoveries from third parties, actually received by such Person (or an Affiliate thereof) in respect of such Losses under (net of any reasonable out-of-pocket costs and expenses, including deductibles or premium increases, actually incurred in obtaining such recovery). In the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 event that any recovery from a third party is made by an Indemnified Party with respect to any claim brought by Losses for which such Person (or its Affiliate) has been indemnified hereunder, then a refund equal to the net amount of the recovery (net of any Buyer Indemnitee against reasonable out-of-pocket costs and expenses, including deductibles and premium increases, actually incurred in obtaining such recovery) shall be made promptly to the SellerIndemnifying Party. (d) The Buyer Indemnitees’ right to indemnification from the Seller Parties pursuant to Section 7.02, subject to the limitation set forth in this Article VII, shall be satisfied as follows: (i) first, from the Holdback Amount, on a joint and several basis, (ii) second, by clawback of the Equity Consideration as set forth in Section 7.08(a), on a several and not joint basis in accordance with the Pro Rata Percentages, (iii) third, by setoff of amounts otherwise owing to Seller for the Earn Out Consideration in accordance with Section 7.08(b), on a several and not joint basis in accordance with the Pro Rata Percentages, and (iv) finally by payment from the Seller Parties, or any one or more of them, on a several and not joint basis in accordance with the Pro Rata Percentages. (e) The rights of any Indemnifying Party shall be subrogated to any right of action that the Indemnified Party may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in pursuing any subrogated right. (f) The Parties may not avoid the limitations on liability, recovery, and recourse set forth in this Article VII by seeking damages for breach of contract, tort, or pursuant to any other theory of liability (other than in respect of fraud). (g) An Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article VII to the extent required by applicable Law, and any costs and expenses incurred by an Indemnified Party in such regard shall be included in the computation of Losses such Indemnified Party shall be entitled to recover from the Indemnifying Party. (h) Notwithstanding anything to the contrary hereincontained in this Agreement, none to the extent there is a breach of the limitations set forth terms of Section 6.01 or Section 6.02 by any of the Principals, the liability shall be several and not joint, and only such breaching Principal shall be obligated to indemnify the Buyer Indemnitees for any such breach of Section 6.01 or Section 6.02. (i) In no event shall the Seller Indemnitees, on the one hand, or the Buyer Indemnitees, on the other hand, be entitled to duplicative recoveries for the same underlying Loss under more than one Section (or subsection) of this Article VII or in Section 8.04(athe final calculations included in the Closing Statement. Solely for the sake of clarity, any recovery pursuant to any indemnification under this Article VII will be reduced by any such amounts that were specifically included in the final calculation of the Closing Date Payment. (j) For purposes of determining the amount of Losses resulting from any misrepresentation or breach of a representation or warranty, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article VII, the representations and Section 8.04(b) warranties of the Parties contained in this Agreement shall apply to fraud or willful misconduct of any partybe read as if such terms and phrases were included in them.

Certain Limitations. The Notwithstanding anything to the contrary in this Agreement, the indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitationslimitations and terms: (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a8.02(a)(i) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a8.02(a)(i) of all of the Purchase Agreements exceeds, exceeds in the aggregate, aggregate $200,000 1,550,000.00 (the “Basket”), in which event Seller Sellers shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a8.02(a)(i) of all shall be satisfied in accordance with Section 8.06(b) and shall not exceed the proceeds of the Purchase Agreements shall not exceed, in R&W Insurance Policy and any amounts recovered by Buyer from the aggregate, $1,800,000 Indemnification Escrow Fund (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.053.25, Section 3.143.26, Section 3.173.27, Section 3.18, Section 4.01, 4.01 and Section 4.04; provided, and Section 4.05 for which however, that in no event shall any Seller’s aggregate indemnification obligations under this Agreement exceed the amount of proceeds actually received by such Losses Seller under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Sellerthis Agreement. (d) For purposes of this ARTICLE VIII, the calculation of Losses resulting from any inaccuracy in or breach of any representation or warranty (but not the determination of any such inaccuracy or breach) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (e) Notwithstanding anything any other provision herein to the contrary hereincontrary, none no Indemnified Party will be entitled to be indemnified for any Losses hereunder to the extent such Indemnified Party has been indemnified or reimbursed for such amount under any other provision of this Agreement or any other agreement with Sellers or Buyer or any of their respective Affiliates, as applicable. (f) The Losses of an Indemnified Party shall be adjusted to give credit for (i) any insurance recovery paid with respect to the limitations matter to which the indemnification claim relates, net of deductibles paid and the portion of any increase in premiums for such insurance policies directly and solely resulting from such matter as determined in good faith and set forth in Section 8.04(awriting by the Indemnified Party’s insurance broker, and (ii) and Section 8.04(bany net Tax benefit actually realized by the Indemnified Party in respect of the Losses forming the basis of such claim for recovery. (g) shall apply to fraud or willful misconduct If an Indemnified Party receives any payment from an Indemnifying Party in respect of any partyLosses pursuant to this ARTICLE VIII and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment. (h) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Certain Limitations. The indemnification provided for in Section 8.02 issuance and Section 8.03 shall be subject sale of the Shares issuable pursuant to the following limitations: applicable Purchase Notice (a) No Seller shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. applicable Purchase Maximum Amount, (b) shall not cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, and (c) Notwithstanding when such Shares are aggregated with (1) all Initial Commitment Shares, (2) all Additional Commitment Shares issued or issuable by the foregoingCompany to the Investor under this Agreement (for purposes of this clause (c) of this Section 7.3(viii), if the applicable Purchase Condition Satisfaction Time for the applicable Purchase occurs prior to the Additional Commitment Share Trigger Date, the limitations set forth in Section 8.04(aCompany shall assume the maximum of 5,244,994 Additional Commitment Shares are then issuable to the Investor under this Agreement and shall aggregate all such 5,244,994 Additional Commitment Shares with all other Securities that have been issued by the Company’s pursuant to this Agreement prior to such Purchase Condition Satisfaction Time for such applicable Purchase) and Section 8.04(b(3) all Shares that have been issued or are issuable by the Company pursuant to all Purchase Notices delivered prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase, shall not apply cause the Exchange Cap (to Losses based uponthe extent applicable 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 any inaccuracy Common Stock under this Agreement in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all excess of the Purchase Agreements shall be capped, Exchange Cap in accordance with the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none applicable rules of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any partyTrading Market.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, exceeds $200,000 10,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all in excess of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”)Basket. (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from in excess of the first dollar. Basket. (c) The aggregate amount of all Losses for which Buyer Parties Seller shall be liable pursuant to Section 8.03(a8.02(a) shall not exceed the Capgreater of (i) $100,000 or (ii) sixty percent (60%) of all Deferred Purchase Price Payments paid to Seller, not to exceed $500,000. (cd) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a), Section 8.04(b) and Section 8.04(b8.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any of the Fundamental Representations, respectively. (e) For purposes of determining the amount of any Losses hereunder and whether any breach of any representation or warranty has occurred, the representations and warranties set forth in Section 3.01this Agreement or in any Ancillary Agreement delivered hereunder will be considered without regard to any materiality qualification set forth therein except, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against this Section 8.04(e), the Seller. following references shall not be disregarded: (di) Notwithstanding anything to the contrary herein, none use of the limitations set forth word “Material” as used in Section 8.04(athe defined terms “Material Contracts” and “Material Adverse Effect,” and (ii) and Section 8.04(b) shall apply references to fraud “material” or willful misconduct variations thereof in the definition of any party“Material Adverse Effect.”

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No The aggregate liability of Seller with respect to Losses that are the subject matter of Section 9.2(a) hereof shall in no event exceed fifty percent (50%) of the Purchase Price (the "Cap"), provided that the Cap shall not apply to any indemnification obligations on account of Losses resulting from any inaccuracy or breach of the representations and warranties set forth in Sections 2.1, 3.1 and 4.1 ("Corporate Status"), Sections 2.2 and 4.2 ("Authority and Enforceability"), Section 2.4 ("Title; Capitalization"), Section 2.5 ("Valuation and Other Characteristics of the Applicable Equity Securities and Transferred Securities") and Section 2.6 ("Future Investment Obligations"). (b) Subject to clauses (c) and (d) of this Section 9.3, Seller shall not have any indemnification obligations for Losses under Section 9.2(a) unless and until the aggregate amount of all such Losses exceed three percent (3%) of the Aggregate Purchase Price (the "General Deductible"), at which ▇▇▇▇ ▇▇▇▇▇▇'▇ indemnification obligations shall be effective as to all amounts in excess of the General Deductible; provided that the General Deductible shall not apply with respect to any indemnification obligations on account of Losses resulting from any inaccuracy or breach of the representations and warranties set forth in Sections 2.1, 3.1 and 4.1 ("Corporate Status"), Sections 2.2 and 4.2 ("Authority and Enforceability"), Section 2.4 ("Title; Capitalization"), Section 2.5 ("Valuation and other Characteristics of the Applicable Equity Securities and Transferred Securities"), Section 2.6 ("Future Investment Obligations") or Section 3.3 ("Financial Statements"); and provided further that any and all Losses resulting from any inaccuracy or breach of the representations and warranties set forth in Sections 3.4 and 3.5 with respect to any Portfolio Company ("Applicable PC Specific Losses") shall not be included in the calculation of the General Deductible, and Seller shall have no indemnification obligation whatsoever under this Article IX with respect thereto, unless and until the aggregate amount of such PC Specific Losses, individually or in the aggregate, exceed the greater of (i) 3% of the Stated Value of such Portfolio Company and (ii) $100,000, in which case all such Applicable PC Specific Losses shall be applied from dollar one thereof to the calculation of the General Deductible and Seller shall have the indemnification obligations with respect thereto in accordance with the other applicable provisions of this Article IX. (c) Seller shall not have any indemnification obligations for Losses resulting from any inaccuracy or breach of the representations and warranties set forth in Section 2.4(b) ("Capitalization Losses") unless and until the aggregate amount of such Capitalization Losses exceed three percent (3%) of the Aggregate Purchase Price (the "Capitalization Basket") at which ▇▇▇▇ ▇▇▇▇▇▇'▇ indemnification obligations shall be effective as to all amounts in excess of the Capitalization Basket. Notwithstanding anything in this Article IX to the contrary, any Capitalization Loss that is applied to the Capitalization Basket shall be included, in an equal amount, in the calculation of the General Deductible. (d) Seller shall not have any indemnification obligations for Losses resulting from any inaccuracy or breach of the representations and warranties set forth in Section 3.3 ("Financial Statement Losses") unless and until the aggregate amount of such Financial Statement Losses exceed five percent (5%) of the Aggregate Purchase Price (the "Financial Statements Basket") at which ▇▇▇▇ ▇▇▇▇▇▇'▇ indemnification obligations shall be effective as to all amounts in excess of the Financial Statements Basket. Notwithstanding anything in this Article IX to the contrary, any Financial Statements Loss that is applied to the Financial Statements Basket shall be included, in an equal amount, in the calculation of the General Deductible. (e) The amount of any Losses for which a Buyer Indemnitee claims indemnification under this Agreement shall be reduced by any indemnification or reimbursement payments actually received by Buyer from third parties; it being understood and agreed that Buyer shall have no obligation to pursue any such claims against any such third parties. To the extent of any indemnification payments made by Seller pursuant to this Agreement to a Buyer Indemnitee for which Buyer has a right of recovery against a third party, Seller shall be subrogated to all of Buyer's rights of recovery against such third party in respect of Seller's corresponding indemnification payment. (f) The rights and remedies of Buyer 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 Seller and Buyer's rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer (including by any of its advisors, consultants or representatives) or by reason of the fact that Buyer or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of Buyer's waiver of any condition set forth in this Agreement. (g) Seller shall not, in any event, be liable or otherwise responsible to Buyer (or any of its Affiliates) for any incidental, consequential or punitive damages or lost profits of Buyer (or any of its Affiliates) arising out of or relating to this Agreement or the performance or breach hereof, except to the extent any such Loss or Losses, as the case may be, were reasonably foreseeable, in which case Seller shall be liable to the Buyer Indemnitees for indemnification under full extent thereof, provided nothing in this Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a9.3(g) shall not exceed the Caplimit Seller's liability for any incidental, consequential or punitive damages or lost profits of Buyer arising in connection with a Third Party Claim. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. (d) Notwithstanding anything to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any party.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: (a) No Seller Sellers shall not be liable to the Buyer Group Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any Excluded Asset, any Excluded Liability or any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.09, Section 4.19, Section 4.20, Section 4.22 and Section 4.23 (collectively, the “Buyer Group Basket Exclusions”)), until the aggregate amount of all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all (other than those based upon, arising out of, with respect to or by reason of the Purchase Agreements exceeds, in the aggregate, Buyer Group Basket Exclusions) exceeds Fifty Thousand Dollars ($200,000 (the “Basket”50,000), in which event Sellers shall be required to pay or be liable (on a joint and several basis) for all such Losses from the first dollar. (b) Buyer Group shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any Assumed Liability or any inaccuracy in or breach of any representation or warranty in Section 5.01, Section 5.02 and Section 5.04 (collectively, the “Seller Basket Exclusions”)) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds Fifty Thousand Dollars ($50,000), in which event Buyer Group shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable . (c) With respect to indemnification pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceedabove, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the Sellers' maximum aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) liability hereunder at any give time shall not exceed the Cap. outstanding amount held in escrow pursuant to the Escrow Agreement, and the Escrow Amount shall be the sole source for recovery hereunder (cexcept for any claims based on fraud, claims pursuant to Section 8.02(b) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses or any claims for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy Excluded Asset or Excluded Liability). In addition, Sellers' maximum aggregate liability pursuant to this Agreement in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under event at any give time shall not exceed the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Aggregate Purchase Price; subject . With respect to indemnification pursuant to Section 8.06 8.03(a) above, Buyer Group's maximum aggregate liability hereunder at any given time shall not exceed the outstanding amount held in escrow pursuant to the Escrow Agreement (except for any claims based on fraud, claims pursuant to Section 8.03(b) or any claims for indemnification based upon, arising out of, with respect to or by reason of any claim brought by Assumed Liability). In addition, Buyer Group’s maximum aggregate liability pursuant to this Agreement in any Buyer Indemnitee against the Seller. (d) Notwithstanding anything event at any give time shall not exceed an amount equal to the contrary herein, none of the limitations set forth in Section 8.04(a) and Section 8.04(b) shall apply to fraud or willful misconduct of any partyAggregate Purchase Price.

Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 9.02 shall be subject to the following limitations: : (a) No Seller Sellers shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a9.02(a) until the aggregate amount of all Losses in respect of all indemnification under Section 9.02(a) and Section 6.02(a) of the Seller’s indemnification obligations under Section 8.02(a) of all of the Goodwill Purchase Agreements exceeds, in the aggregate, Agreement exceeds $200,000 550,000 (the “"Basket”"), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller Sellers shall be liable pursuant to Section 8.02(a9.02(a) and Section 6.02(a) of all of the Goodwill Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer Parties shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer Parties shall be liable pursuant to Section 8.03(a) Agreement shall not exceed $5,250,000 (the "Cap. "). - 74 - (cb) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b9.04(a) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.044.02, Section 4.03, the first two sentences of Section 4.09(a), Section 4.20, Section 5.01, Section 5.03, the first sentence of Section 5.10(a), and Section 4.05 5.21. (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which such Losses under the same sections of all Buyer and TMG shall be liable pursuant to Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreements Agreement shall be capped, in not exceed the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller. Cap. (d) Notwithstanding anything to the contrary hereinforegoing, none of the limitations set forth in Section 8.04(a9.04(c) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 6.01, Section 6.02, Section 6.03, the first sentence of Section 6.08(a), Section 6.21 and Section 8.04(b6.24. (e) shall apply to fraud For purposes of this ARTICLE IX, any inaccuracy in or willful misconduct breach of any partyrepresentation or warranty shall be determined without regard to any materiality, Material Adverse Effect or TMG Material Adverse Effect, as applicable, or other similar qualification contained in or otherwise applicable to such representation or warranty.

Certain Limitations. The indemnification Indemnification provided for in Section 8.02 9.2 and Section 8.03 9.3 shall be subject to the following limitations: (a) No Seller shall be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees Buyer for indemnification under Section 8.03(a) 9.2 until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) 9.2 exceeds the Basket$[Insert Basket Amount], in which event Buyer Parties Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses ; except with respect to a claim for which Buyer Parties shall be liable pursuant to Section 8.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses indemnification based upon, arising out ofout, with respect to or by reason of any inaccuracy (i) fraud, (ii) breach of any representation or warranty in Sections 4.1, 4.2, 4.4, 4.5, 4.8, 4.9 and 4.15, or (iii) claims under Section 9.2(a), (iii), (iv) or (v), for which there shall be no minimum before Seller owes Purchaser the first dollar pursuant to Section 9.2. (b) Buyer shall not be liable to Seller for indemnification under Section 9.3 until the aggregate amount of all Losses in respect of indemnification under Section 9.3 exceeds $[Insert Basket Amount], in which event Buyer shall be liable for all such Losses from the first dollar; except with respect to a claim for indemnification based upon, arising out, with respect to or by reason of any (i) fraud or (ii) breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 5.2 for which such Losses under the same sections of all of the Purchase Agreements there shall be capped, in no minimum before Seller owes Purchaser the aggregate, at the Purchase Price; subject first dollar pursuant to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the Seller9.3. (dc) Notwithstanding anything Any claim made pursuant to the contrary herein, none Section 9 shall be made no later than: (i) The first anniversary date of the Closing; or (ii) The date on which the applicable statute of limitations set forth in Section 8.04(aexpires plus sixty days; whichever is later. (iii) and Section 8.04(b) There shall apply be no limitation on the time period for making a claim against Seller for a breach of a representation or warranty made with an intent to fraud or willful misconduct of any partydefraud Purchaser.

Certain Limitations. The indemnification provided for in Section 8.02 11.1 and Section 8.03 11.2 shall be subject to the following limitations: (a) No Except as provided in Section 11.6(c), Seller shall not be liable to the Buyer Purchaser Indemnitees for indemnification under Section 8.02(a) until all Losses in respect of all of the Seller’s indemnification obligations under Section 8.02(a) of all of the Purchase Agreements exceeds, in the aggregate, $200,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) of all of the Purchase Agreements shall not exceed, in the aggregate, $1,800,000 (the “Cap”). (b) Buyer Parties shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a11.1(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a11.1(a) exceeds $250,000 (the Basket“Deductible”), in which event Buyer Parties and thereafter shall be required liable only for such Losses in excess of the Deductible, subject to pay the other limitations set forth herein. Notwithstanding the foregoing, the aggregate liability of Seller for indemnification pursuant to Section 11.1(a) shall not exceed $4,000,000 (the “Cap”). Notwithstanding anything to the contrary set forth herein, the limitations set forth in this Section 11.6(a) shall not apply to Losses relating to Excluded Assets or Excluded Liabilities or any other indemnity provided for herein other than pursuant to Section 11.1(a), and such Losses shall not be counted toward Seller’s Deductible. (b) Buyer shall not be liable to Seller Indemnitees for all such Losses from indemnification under Section 11.2(a) until the first dollar. The aggregate amount of all Losses for which Buyer Parties in respect of indemnification under Section 11.2(a) exceeds the Deductible, and thereafter shall be liable only for such Losses in excess of the Deductible, subject to the other limitations set forth herein. Notwithstanding the foregoing, the aggregate liability of the Buyer for indemnification pursuant to Section 8.03(a11.2(a) shall not exceed the Cap. (c) Notwithstanding anything to the foregoingcontrary set forth herein, the limitations set forth in Section 8.04(aSections 11.6(a) and Section 8.04(b11.6(b) shall not apply to limit Liability of any Indemnifying Party for breaches of Transactional Reps, a breach of the representations or warranties set forth in Section 5.7(a), intentional breach, intentional misrepresentation or fraud, and all Losses based uponon, resulting from, arising out of, with respect of or relating to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.05, Section 3.14, Section 3.17, Section 3.18, Section 4.01, Section 4.04, and Section 4.05 for which such Losses under matters shall not be counted toward the same sections of all of the Purchase Agreements shall be capped, in the aggregate, at the Purchase Price; subject to Section 8.06 with respect to any claim brought by any Buyer Indemnitee against the SellerDeductible. (d) Payments by an Indemnifying Party pursuant to Section 11.1 or Section 11.2 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 Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that neither party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article XI and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) Notwithstanding anything to the contrary contained herein, none in the case of a breach of a representation, warranty or covenant of Seller hereunder that results in Buyer’s complete loss of or inability to operate a Subject Restaurant or that results in the permanent inability to operate a drive-thru at such Subject Restaurant (to the extent such Subject Restaurant had an operating drive-thru at any time during fiscal year 2011), then, in each case, without duplication, Buyer shall be permitted to seek indemnification in an amount equal to the EBITDA for such Subject Restaurant as set forth on Schedule 6.6(a) multiplied by the Valuation Multiple (provided, however, that if the EBITDA for such Subject Restaurant as set forth on Schedule 6.6(a) is zero or negative, then no payment shall be due and owing) and, for the avoidance of doubt, in each instance the applicable Seller Lease and Franchise Agreement shall be terminated with no further obligations thereunder. In addition, a pro-rata portion of any franchise fee paid by Buyer to Seller with respect to such Subject Restaurant shall be returned to Buyer as well as any unamortized costs incurred by Buyer in connection with any Remodeling Plan at such Subject Restaurant. However, if Buyer seeks such indemnity, it shall be the sole and exclusive remedy of the Buyer and any other Purchaser Indemnitee with respect to such breach by Seller and Buyer and any other Purchaser Indemnitee shall not be permitted to seek any additional Losses with respect to such breach. For the avoidance of doubt, the limitations set forth in Section 8.04(aSections 11.6(a) and Section 8.04(b11.6(b) shall apply not limit the Liability of Seller for Losses based on, resulting from, arising out of or under Section 11.3(b) and this Section 11.6(e). (f) In connection with any indemnity claim brought by a Purchaser Indemnitee for a breach of the representation and warranty made by Seller in the second sentence of Section 6.6(a), no Purchaser Indemnitee shall be deemed to fraud or willful misconduct of have suffered any partyLosses if the information contained on Schedule 6.6(a) fairly and accurately presents in all material respects the EBITDA for the Subject Restaurants taken as a whole.