Common use of Liability Limits Clause in Contracts

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap.

Liability Limits. Notwithstanding anything (a) Solely with respect to a breach of the contrary set forth hereinOperational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”) in the aggregate, after which point the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of the Threshold Amount. (b) Solely with respect to a breach of the Operational Representations, Sellers shall not be liable for any individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount). (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the Purchaser Indemnified Parties Purchase Price. It is acknowledged and agreed that (A) the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not make a be limited in amount. (d) In any claim against any Member for indemnification under this Article IX Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for Purchaser Losses unless and until the aggregate amount punitive, consequential or exemplary damages or Losses, including loss of such Purchaser Losses exceeds an amount equal to one-half profits, loss of one percent (0.5%) revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Purchase Price (the “Purchaser Basket”)Company, diminution in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar value, loss of all Purchaser Lossesanticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, the Fundamental Obligations that this limitation shall not be subject apply if, and solely to the Purchaser Basket. Notwithstanding any other provision extent that, an Indemnified Party is seeking to obtain through indemnification reimbursement of Losses resulting from an award in a Third Party Claim against such Indemnified Party of consequential, exemplary or punitive damages. (e) Any indemnity payment under this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), Agreement shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except treated as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect of any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the “Fundamental Obligation Cap”). Notwithstanding anything to amount thereof. (g) The Parties acknowledge and agree that the contrary limitations set forth hereinin Section 7.5(a), the total aggregate amount of the liability of the Members for Purchaser Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of of, resulting from or relating to the P-Project shall be limited to the P-Project Capany action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, except in the case of a claim for Fraud, the Purchaser Equity Holders’ obligation to indemnify, defend and hold Buyer Indemnified Parties harmless, and Buyer’s obligation to indemnify, defend and hold the Equity Holders Indemnified Parties harmless, shall be limited as follows: (a) No amounts of indemnity shall be payable pursuant to ‎Section 9.1(a) or ‎Section 9.2(a) unless and until (i) each claim or series of claims arising from the same or substantially similar facts or circumstances exceeds $50,000 (the “De Minimis Threshold”) and (ii) the applicable Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser have suffered Losses unless and until the aggregate amount in excess of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $4,000,000 (the “Purchaser BasketDeductible Amount”)) in the aggregate, in which event the Purchaser case such Indemnified Parties shall be entitled to make a claim recover only Losses in excess of the Deductible Amount; provided that amounts of indemnity for indemnification for all Purchaser Losses from the first dollar pursuant to ‎Section 9.1(a) or ‎Section 9.2(a), as applicable, with respect to any breach of all Purchaser Losses; providedany Company Fundamental Representation or any Buyer Fundamental Representation, howeveras applicable, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, De Minimis Threshold or the total Deductible Amount; (b) In no event shall the aggregate amount of indemnity required to be paid by the liability of the Members for Purchaser Losses Equity Holders hereunder or under any Support Agreement or Option Holder Acknowledgment (i) pursuant to Sections ‎9.1(a) (other than indemnification claims under Section 9.1 pursuant to ‎Section 9.1(a) for breach of a Company Fundamental Representation), Section ‎9.1(b) and, for the avoidance of doubt, Section 5.4 exceed the Indemnity Escrow Amount in the Indemnity Escrow Fund in the aggregate, and (ii) pursuant to Sections ‎9.1(a) (with respect to a claim for breach of a Company Fundamental Representation), ‎9.1(c), and ‎9.1(d) exceed $320,000,000 in the aggregate (clauses ‎(i) and ‎(ii), as applicable, the “Indemnification Cap”). If the amount of any Buyer Loss exceeds the applicable Indemnification Cap, no Buyer Indemnified Party shall be entitled to recover any such shortfall from any Equity Holder (it being understood that nothing in this ‎Section 9.5(b) shall limit Buyer’s ability to recover Buyer Losses under the Buyer Rep and Warranty Policy). Without limiting the foregoing, except in the case of Fraud, in no event shall the aggregate amount of indemnity required to be paid by the Equity Holders pursuant to Section 9.1 or inaccuracy otherwise exceed $320,000,000 in the aggregate. (c) Subject to the other provisions of this ‎Section 9.5, any claim by a Buyer Indemnified Party to recover Buyer Losses hereunder shall be recoverable (i) first, against the Indemnity Escrow Fund pursuant to the terms of the Fundamental Representations Escrow Agreement and (ii) second, for any claim for Buyer Losses under ‎Section 9.1(a), against the Buyer Rep and Warranty Policy and (iii) third, any remaining amount of Buyer Losses (subject to the Indemnification Cap set forth in ‎Section 9.5(b)(ii) shall be payable by the Equity Holders pro rata based on their respective share of the Merger Consideration pursuant to the terms of the Support Agreements and Option Holder Acknowledgments; (d) In no event shall the aggregate amount of indemnity required to be paid by the Buyer pursuant to ‎Section 9.2 or otherwise exceed $320,000,000; (e) The amount of each claim for Buyer Losses or Tax Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to any payments from the Indemnity Escrow Fund shall be limited to, the amount of such Buyer Losses or Tax Losses that remain after deducting therefrom (i) any Tax benefit actually realized by a Buyer Indemnified Party or any Affiliate thereof with respect to Buyer Losses or items giving rise to such claim for indemnification claims under Section to the extent the Tax benefit is actually realized in the year of the Buyer Loss or item giving rise to such a claim or the following two (2) taxable years, or a prior year and (ii) any third party insurance proceeds (net of any increase in insurance premium with respect thereto) and any indemnity, contributions or other similar payment actually received from any third party with respect thereto; (f) The amount of indemnity payable pursuant to ‎Section 9.1 with respect to any Buyer Loss shall be reduced to the Fundamental Covenantsextent such Buyer Loss is reflected on the Final Closing Statement; (g) Any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this ‎Article IX shall be required to use commercially reasonable efforts to (i) recover for such Loss under any available third party sources of recovery (including insurance policies), and (ii) mitigate such Loss after becoming aware thereof, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable solely to the Indemnified Party’s failure to mitigate; and (h) No Party shall be limited deemed to have breached any representation or warranty under this Agreement solely as a result of (i) any alteration, repeal or enactment of any Law after the Escrow Amount and Closing Date (even if such alteration, repeal or enactment is applied with retroactive effect) or (ii) any and all claims allegingchange in the accounting policies, asserting practices or relating to Purchaser Losses procedures adopted by Buyer and/or its Affiliates after the Closing Date; and (other than indemnification claims under Section 9.1 for breach i) In any case where a Buyer Indemnified Party recovers from any third party any amount in respect of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 a matter with respect to which the Fundamental Covenants) Equity Holders have indemnified Buyer pursuant to this ‎Article IX (except, for the avoidance of doubt, for any amount recovered under the Buyer Rep and Warranty Policy), such Buyer Indemnified Party shall be made solely and exclusively under and in accordance with promptly pay over to Stockholders’ Representative, if during the terms applicable Claims Period or, to the Stockholders’ Representative (on behalf of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from Equity Holders), if after the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IXapplicable Claims Period, the aggregate amount so recovered (but not in excess of the liability amount by which the Equity Holders have indemnified Buyer pursuant to this Agreement) net of the Members for indemnification claims under Section 9.1 for breach any costs of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Caprecovery.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX Section 10.1(a)(i) or Section 10.1(b)(i) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent Three Hundred Thousand Dollars (0.5%$300,000) of the Purchase Price (the “Purchaser BasketDeductible”), in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount in excess of the liability Deductible, up to, but not to exceed a cap of the Members for Purchaser Losses Seven Million Five Hundred Thousand Dollars (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants$7,500,000) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Standard Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything the foregoing, (i) the Deductible shall not apply to the contrary set forth herein, the total aggregate amount of the liability of the Members for any Purchaser Losses arising out of or related to a breach of the Extended Representations; (ii) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Fundamental Representations, and the Shareholders shall be liable for all Purchaser Losses with respect thereto, up to, but not to exceed a cap of Thirty Million Dollars ($30,000,000) (“the “Fundamental Representations Cap”), and (iii) none of the Deductible, the Standard Representations Cap or the Fundamental Representations Cap shall apply to any Purchaser Losses arising out of or related to fraud or willful misconduct and the Shareholders shall be liable for all Purchaser Losses with respect thereto. For purposes of this Article X, each representation and warranty shall be read without reference to any materiality or Material Adverse Effect qualification contained therein. (b) For purposes of this Article X, no Indemnified Party shall be entitled to recover punitive or exemplary damages; provided, that the foregoing shall not apply to Losses arising out of or related to fraud, willful misconduct or a Third-Party Claim, and the applicable Indemnifying Party shall be liable for all Losses with respect thereto. (c) Subject to the liability limits set forth in this Agreement (including this Section 10.6), with respect to any Third-Party Claim relating to a Special Indemnity Matter for which the P-Project Shareholders are liable, the Shareholders shall be limited responsible for any and all such Losses arising under such Thirty Party Claim, which Losses may include consequential, indirect, special, or exemplary damages (including loss of profits or diminution in value); provided, however, that with respect to any Direct Claim relating to a Special Indemnity Matter for which the Shareholders are liable, the Shareholders shall only be responsible for direct damages to the P-Project CapCompany and shall not be liable or responsible for any consequential, indirect, special, or exemplary damages (including loss of profits or diminution in value), nor shall “multiple of profits” or “multiple of cash flow” or a similar valuation methodology be used in calculating the amount of any Purchaser Losses.

Liability Limits. Notwithstanding anything to the contrary set forth herein, : (a) The maximum amount of Buyer Losses that the Purchaser Buyer Indemnified Parties are entitled to recover from Seller pursuant to Section 11.01(a) (other than as a result of breaches of Seller Fundamental Representations, breaches of Section 4.15 (Mortgage Business Compliance) or breaches resulting from fraudulent or intentional misrepresentations by Seller) shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until exceed, in the aggregate, an amount equal to $1,000,000. Without limiting the foregoing, except in the case of fraudulent misrepresentation by Seller, in no event will the aggregate amount of such Purchaser Buyer Losses exceeds an amount equal that the Buyer Indemnified Parties are entitled to one-half of one percent recover from Seller pursuant to Section 11.01(a) exceed the total purchase price paid to Seller. (0.5%b) of Notwithstanding anything to the Purchase Price contrary contained in this Article XI, (i) the “Purchaser Basket”), in which event the Purchaser Buyer Indemnified Parties shall be entitled to make indemnification pursuant to Section 11.01(a) with respect to any claim for indemnification pursuant to Section 11.01(a) with respect to the breach of a representation or warranty, other than a Seller Fundamental Representation, only if, and then only to the extent that: (i) with respect to any claim for indemnification attributable to the Company’s repurchase obligations under the contracts identified on Section 11.05(b) of the Disclosure Schedule, the aggregate Buyer Losses to all Buyer Indemnified Parties (without duplication) exceed an amount equal to the amount of the Repurchase Reserve as of the Closing Date (the “Repurchase Threshold”); and (ii) with respect to all other claims for indemnification pursuant to Section 11.01(a), the aggregate Buyer Losses to all Buyer Indemnified Parties (without duplication) exceed $75,000 (the “General Threshold”), whereupon only such amounts in excess of the Repurchase Threshold or the General Threshold, as applicable, shall be payable by Seller pursuant to a claim for indemnification for all Purchaser indemnification. (c) If any Buyer Losses from or Seller Losses sustained by an Indemnified Party are covered by an insurance policy, or an indemnification, contribution, or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the first dollar of all Purchaser LossesIndemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution, or similar payments; provided, however, the Fundamental Obligations that no Indemnified Party shall not be required to institute any legal proceeding against any third Person. The amount of any Buyer Losses or Seller Losses subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of 11.01 or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants)11.02, as applicable, shall be limited determined net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered in cash by the Indemnified Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the Escrow Amount and right of indemnification. If any and all claims allegingIndemnified Party actually receives such insurance proceeds or indemnity, asserting contribution, or relating to Purchaser Losses (other than similar payments after the settlement of any indemnification claims claim under Section 9.1 for breach of 11.01 or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect 11.02, as applicable, such Indemnified Party shall refund to the Fundamental CovenantsIndemnifying Party the amount of such insurance proceeds or indemnity, contribution, or similar payments, up to the amount actually received in connection with such indemnification claim. (d) No Buyer Indemnified Party shall be made solely and exclusively under and entitled to recover damages or obtain payment, reimbursement, restitution or indemnity in accordance with the terms respect of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount any one Buyer Loss or related group of the liability of the Members for indemnification claims under Buyer Losses if recovery has already been obtained pursuant to Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap2.04.

Liability Limits. Notwithstanding anything to the contrary ----------------- set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member CTSI or the Seller for indemnification under this Article IX Section 10.01 (d) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds Four-Hundred Thousand Dollars ($400,000.00) (the "Purchaser Basket"), ---------------- in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses, including the initial $400,000.00; provided, however, that (i) the Surviving Representations shall not be subject -------- ------- to the Purchaser Basket, and (ii) for purposes of calculating the Purchaser Basket, the dollar value of any breaches of any representation or warranty shall be calculated without reference to any materiality or adverse effect qualifier or exception set forth in such representation or warranty. The total aggregate amount of the liability of the Company and the Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(d) shall be limited to an amount equal to one-half of one fifteen percent (0.515%) of the Purchase Price (the “"Purchaser Basket”--------- Cap"), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, that the total aggregate amount of the liability of --- -------- ------- the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX Company and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members Seller for Purchaser Losses arising out of fraud, willful misconduct, or relating a violation of applicable securities or other laws shall not be subject to any limits. In addition, the P-Project aggregate liability of Purchaser and Parent to all Seller Indemnified Parties for any Seller Losses associated with any breach or failure by Purchaser or Parent to perform under Section 6.12 of this Agreement, or arising from any inability of Seller to sell the Issued Securities in the public market, shall be limited to the P-Project Capnot exceed $4,000,000.

Liability Limits. Notwithstanding anything (a) Sellers shall only be liable for Buyer Losses arising under this Agreement solely to the contrary set forth hereinextent that any such Buyer Losses exceed, in the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price aggregate, U.S. $30,000 (the “Purchaser Basket”"Seller Basket Amount"), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations that Buyer Losses arising under or pursuant to paragraph 7.2(a)(i) of this Agreement shall not be subject to the Purchaser Basket. Notwithstanding Seller Basket Amount to the extent that they relate to Sellers' breach of their representations and warranties in Section 2.4 or 3.3 of the Agreement. (b) Buyer shall only be liable for Seller Losses arising under this Agreement solely to the extent that any other provision such Seller Losses exceed, in the aggregate, U.S. $30,000 (the "Buyer Basket Amount"). (c) The indemnification obligations of each Management Seller under this Agreement shall not exceed in the aggregate an amount (the "General Seller's Cap Amount") equal to the sum of (i) the value, as of the Closing, of the Harbinger Shares issued to such Seller pursuant to this Agreement plus (ii) such Management Seller's Allocation Percentage (as defined in Section 7.2(a) hereof) multiplied by U.S. $310,350; provided, however, that Buyer Losses arising under or pursuant to Section 7.2(a)(i) to the extent that they relate to Management Seller's breach of its representations and warranties in Section 2.4 of this Agreement, Agreement or arising from Management Seller's fraudulent conduct shall not be subject to the total aggregate amount General Seller's Cap Amount and there shall be no limitation on the indemnification obligations of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 Management Seller with respect to Buyer Losses arising thereunder. (d) Buyer's indemnification obligations under this Agreement shall not exceed in the Fundamental Covenantsaggregate an amount equal to the value, as of the Closing, of the Harbinger Shares issued to the Sellers pursuant to this Agreement (the "Buyer Cap Amount"). (e) Once Buyer Losses exceed the Seller Basket Amount or Seller Losses exceed the Buyer Basket Amount, as the case may be, a breach for which a party is entitled to seek indemnification hereunder shall be limited deemed to occur upon the Escrow Amount and any and all claims alleging, asserting initial Buyer Loss or relating to Purchaser series of related Buyer Losses (other than indemnification claims under Section 9.1 for breach or Seller Loss or series of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Caprelated Seller losses.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties , (a) The Frey ▇▇▇reholders shall not make a claim against any Member for indemnification under this Article IX only be liable for Purchaser Losses unless and until arising hereunder to the aggregate amount of extent that any such Purchaser Losses exceeds an amount equal to one-half of one percent exceed, in the aggregate, One Million Dollars (0.5%$1,000,000) (the "Shareholder Basket Amount") and such liability shall be only for amounts which, in the aggregate, are in excess of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser LossesShareholder Basket Amount; provided, however, the Fundamental Obligations that Purchaser Losses arising under or pursuant to any Shareholder Surviving Matters shall not be subject to the Shareholder Basket Amount and there shall be no "threshold amount" on the indemnification obligations of the Frey ▇▇▇reholders with respect to such Purchaser Losses; (b) The Frey ▇▇▇reholders' aggregate liability for all Purchaser Losses shall not exceed One Hundred Million Dollars ($100,000,000) (the "Shareholder Maximum Amount") provided, however, that Purchaser Losses arising under or pursuant to Section 10.1(v), 10.1(vi) or 10.1(vii) shall not be subject to or considered in calculating the Shareholder Maximum Amount; (c) Purchaser Losses arising under or pursuant to Section 10.1(i) as a result of a breach or inaccuracy of any representation or warranty contained in Section 4.17 hereof or under or pursuant to Section 10.1(iv) shall be subject to the following provisions: (i) In calculating such Purchaser Losses, such Purchaser Losses shall be net of any reimbursements from governmental entities received by any Waldorf Entity for performing work the cost of which is otherwise included as Purchaser Losses hereunder; (ii) The first One Million Eight Hundred Fifty Thousand Five Hundred Dollars ($1,850,500) of such Purchaser Losses shall be paid by Purchaser without, any contribution from the Frey Shareholders (the "Environmental Basket. Notwithstanding "); (iii) To the extent such Purchaser Losses, in total, exceed One Million, Eight Hundred Fifty Thousand Five Hundred Dollars ($1,850,500) but are equal to or less than Twenty-One Million, Eight Hundred Fifty Thousand Five Hundred Dollars ($21,850,500), such Losses shall be paid one-half by the Frey ▇▇▇reholders and one-half by Purchaser; (iv) To the extent such Purchaser Losses, in total, exceed Twenty-One Million Eight Hundred Fifty Thousand Five Hundred Dollars ($21,850,500), such Purchaser Losses shall be paid by Purchaser without any other provision of this Agreementcontribution by the Frey ▇▇▇reholders; (v) Except for a claim, if any, under Section 10.1(vii) hereof, the total aggregate amount of the Frey ▇▇▇reholders' maximum liability of the Members for Purchaser Losses arising under or pursuant to Section 10.1 (other than indemnification claims under Section 9.1 for i) as a result of a breach of or inaccuracy of the Fundamental Representations any representation or indemnification claims warranty contained in Section 4.17 hereof or under or pursuant toSection 10.1(iv) shall be Ten Million Dollars ($10,000,000) as provided for in this Section 9.1 10.5(c); (d) The Frey ▇▇▇reholders shall not have any liability with respect to Purchaser Losses to the Fundamental Covenantsextent that any Waldorf Entity actually recovers from Champion International Corporation ("Champion") pursuant to the Purchase and Sale Agreement (the "Champion Agreement"), shall be limited dated July 5, 1985, among Champion and Waldorf Corporation, based on the matters giving rise to such Purchaser Losses. To the Escrow Amount and any and all claims allegingextent of such recovery, asserting or relating to such Purchaser Losses (other than indemnification claims shall not be considered as Purchaser Losses. Purchaser shall cause Wabash or Waldorf to use commercially reasonable efforts to seek recovery from Champion for any Purchaser Losses for which, in the opinion of Purchaser's counsel, a Waldorf Entity is reasonably likely to be entitled to recovery under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims Champion Agreement. If Purchaser does not seek recovery from Champion under Section 9.1 the Champion Agreement with respect to any Purchaser Losses for which the Fundamental Covenants) Frey ▇▇▇reholders have paid Purchaser, the Frey ▇▇▇reholders shall be made solely subrogated to any right of Purchaser or the Waldorf Entities to seek recovery from Champion under the Champion Agreement with respect to such Purchaser Losses. To the extent that any Waldorf Entity recovers from the Frey ▇▇▇reholders for any Purchaser Losses and exclusively under and Purchaser thereafter receives a payment for such Purchaser Losses from Champion with respect to such Purchaser Losses, Purchaser shall refund an amount equal to such payment for such Purchaser Losses to the Frey ▇▇▇reholders; (e) It is understood that the purchase price payable hereunder has been determined, in accordance with part, based upon the past earnings of the Waldorf Entities as reflected in the Financial Statements (the "Reported Earnings"). If the Reported Earnings were in fact overstated above the actual earnings of the Waldorf Entities, it is understood that, subject to the terms of this Article IX Section 10, Purchaser might otherwise have a claim under Section 10.1 for either or both of (i) for the amount of assets which are not otherwise owned by the Waldorf Entities (thus, for example, if the Reported Earnings for the year ended June 30, 1996 were $10 million and the Escrow Agreement actual earnings were $9 million, Purchaser might have a claim for $1 million to reflect the shortfall in earnings) and shall be satisfied solely and exclusively from (ii) for some multiple of the Escrow Amount shortfall in earnings to reflect a diminution in value of the Waldorf Entities (the “Purchaser Cap”where value was determined, in part, as a multiple of Reported Earnings) (a claim based upon a multiple of earnings being hereinafter referred to as a "Earnings Multiple Claim"). Except The parties agree that, with the exception of a claim under or pursuant to Section 10.1 (vii), Purchaser Losses shall not be deemed to include an Earnings Multiple Claim; and (f) In calculating Purchaser Losses arising under or pursuant to Section 10.1(i) as expressly set forth in this Article IX, the aggregate amount a result of the liability of the Members for indemnification claims under Section 9.1 for a breach of or inaccuracy of any representation or warranty contained in Section 4.12 hereof, such Purchaser Losses shall be net of any Tax refunds received by the Fundamental Representations or indemnification claims under Section 9.1 Waldorf Entities after the Closing Date with respect to taxable periods ended on or before the Fundamental Covenants shall be limited Closing Date, excluding (i) any Tax refunds which are treated as assets of the Waldorf Entities (or which reduce the amount of any liability for Taxes) on the Financial Statements and (ii) any Tax refunds attributable to or resulting from the Canada Sale or the payment to GECC pursuant to the Purchase Price (GECC Agreement, as modified by the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project CapWaldorf Settlement Document.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, any Indemnifying Party’s obligations to indemnify and hold any Indemnified Party harmless shall be limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.4(a), as the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses case may be, unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) applicable Indemnified Party shall have incurred Buyer Losses, in the case of the Buyer Indemnified Parties, or Seller Losses, in the case of the Seller Indemnified Parties, in excess of 1% of the Base Purchase Price (the “Purchaser BasketDeductible Amount”)) in the aggregate, in which event case the Purchaser applicable Indemnified Parties Party shall be entitled to make a claim recover only such Buyer Losses, in the case of the Buyer Indemnified Parties, or such Seller Losses, in the case of the Seller Indemnified Parties, pursuant to Section 7.1(a) or Section 7.4(a), as the case may be, in excess of the Deductible Amount; provided that amounts of indemnity for indemnification for all Purchaser Buyer Losses from pursuant to Section 7.1(a) with respect to any breach of any Company Fundamental Representation or any Seller Fundamental Representation or Seller Losses pursuant to Section 7.4(a) with respect to any breach of any Buyer Fundamental Representation, as the first dollar of all Purchaser Losses; providedcase may be, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision Deductible Amount; provided further that, in respect of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants7.1(a), no claim for Buyer Losses may be made, and no Buyer Losses shall be limited to applied against the Escrow Deductible Amount for any claim that does not cause Buyer Losses in an amount in excess of $50,000 (it being understood that any series of claims arising out of common facts or circumstances may be aggregated for this provision); provided further that, in respect of Section 7.4(a), no claim for Seller Losses may be made, and any and all claims alleging, asserting or relating to Purchaser no Seller Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and applied against the Deductible Amount for any claim that does not cause Seller Losses in accordance with the terms an amount in excess of $50,000 (it being understood that any series of claims arising out of common facts or circumstances may be aggregated for this Article IX and the Escrow Agreement and provision); (b) In no event shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability indemnity required to be paid by (i) Seller or any of its Affiliates pursuant to Section 7.1(a) exceed 5% of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Base Purchase Price (the “Fundamental Obligation Indemnification Cap”). Notwithstanding anything , and if the Indemnification Cap is insufficient to satisfy any amount of such Buyer Loss pursuant to Section 7.1(a), then such amount of such Buyer Loss shall remain unsatisfied and no Buyer Indemnified Party shall be entitled to recover such shortfall from Seller or any of its Affiliates through an indemnity claim pursuant to Section 7.1(a); provided that amounts of indemnity for Buyer Losses pursuant to Section 7.1(a) with respect to any breach of any Company Fundamental Representation or Seller Fundamental Representation shall not, in each case, be subject to the contrary set forth hereinIndemnification Cap nor included for purposes of calculating the Indemnification Cap or (ii) Buyer or any of its Affiliates (including any Company Group Member) pursuant to Section 7.4(a) exceed the Indemnification Cap, and if the total Indemnification Cap is insufficient to satisfy any amount of such Seller Loss pursuant to Section 7.4(a), then such amount of such Seller Loss shall remain unsatisfied and no Seller Indemnified Party shall be entitled to recover such shortfall from Buyer or any of its Affiliates (including any Company Group Member) through an indemnity claim pursuant to Section 7.4(a); provided that amounts of indemnity for Seller Losses pursuant to Section 7.4(a) with respect to any breach of any Buyer Fundamental Representation shall not, in each case, be subject to the Indemnification Cap nor included for purposes of calculating the Indemnification Cap; (c) Except with respect to the indemnity payable pursuant to Section 7.2, in no event shall the aggregate amount of indemnity required to be paid by Seller, Buyer or any of their respective Affiliates pursuant to this Agreement exceed the liability Purchase Price. (d) The amount of the Members each claim for Purchaser Losses arising out of or relating by an Indemnified Party shall be deemed to the P-Project be an amount equal to, and any payments by an Indemnifying Party shall be limited to, the amount of such Losses that remain after deducting therefrom any third party insurance proceeds actually received; provided, that the amount of third party insurance proceeds deemed to be actually received shall be net of (i) any deductible and any increase in premiums arising from such Losses and (ii) any other costs, expenses, Taxes or fees incurred in connection with receipt of such amounts. (e) The amount of indemnity payable pursuant to Section 7.1 with respect to any Buyer Loss shall be reduced to the P-Project Capextent such Buyer Loss is reflected on the Final Net Working Capital Schedule; (f) Any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article VII shall be required to use commercially reasonable efforts to mitigate such Loss in accordance with applicable Law, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to so mitigate; provided, however, that notwithstanding the foregoing, no Indemnified Party shall be required to (i) take any action that could reasonably be expected to be detrimental to its reputation or its business or (ii) commence or initiate Litigation or otherwise make any claim against any customer of such Indemnified Party or one of its Affiliates. The reasonable costs and expenses of such mitigation efforts shall be included in the Losses for which an indemnified person is entitled to indemnification hereunder; (g) No Party shall have any liability for any Buyer Loss or Seller Loss, as the case may be, that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Seller, Buyer and/or any of their respective Affiliates after the Closing; (h) In any case where a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be, recovers from any third party any amount in respect of a matter with respect to which such Buyer Indemnified Party or Seller Indemnified Party has already been indemnified pursuant to this Agreement, such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, shall promptly pay over to the Indemnifying Party an amount equal to the lesser of the amount recovered from such third party, and the amount so paid by such Indemnifying Party in respect of such matter; and (i) For purposes of determining whether there has been a breach of any representation or warranty contained in this Agreement and the amount of any Loss arising from such a breach, in each case, for purposes of determining indemnification pursuant to this Article VII, the determination shall be made disregarding any materiality, Material Adverse Effect or similar qualifications that may be contained therein.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser in this Agreement: (a) Buyer Indemnified Parties shall not make a claim against any Member the Seller for indemnification under this Article IX Agreement for Purchaser Buyer Losses unless and until the aggregate amount of such Purchaser Buyer Losses exceeds an amount equal to one-half of one percent Two Hundred Fifty Thousand Dollars (0.5%$250,000) of the Purchase Price (the “Purchaser BasketThreshold”), ) in which event the Purchaser Buyer Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from Buyer Losses, in excess of One Hundred Twenty Thousand Dollars ($120,000); (b) the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total maximum aggregate amount of the liability of the Members Seller for Purchaser Losses (indemnification or any other than indemnification claims claim under Section 9.1 for breach of this Agreement or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance connection with the terms of this Article IX and the Escrow Agreement and transactions contemplated thereby shall be satisfied solely and exclusively from the Escrow Amount not exceed One Million Dollars ($1,000,000) (the “Purchaser Cap”). Except as expressly set forth ; (c) Buyer’s remedies for monetary damages in respect of any Loss on account of the breach by Seller of any representation, warranty or covenant contained in this Article IXAgreement or any deed, ▇▇▇▇ of sale or other agreement entered into connection herewith shall be the aggregate amount of indemnification provided by Seller to Buyer pursuant to this Section 11; and (d) in no event shall either party be liable hereunder or in connection with the liability of the Members transactions contemplated hereby for indemnification claims under Section 9.1 for breach of any consequential, special, exemplary or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect punitive damages. Further notwithstanding anything herein to the Fundamental Covenants contrary, neither the Threshold nor the Cap shall be limited apply to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members any Indemnified Party’s claim for Purchaser Losses indemnity against Seller or Buyer arising out of from any common law fraud by Seller or relating to the P-Project shall be limited to the P-Project CapBuyer.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against the Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds Seventy-Five Thousand Dollars ($75,000) (the “Threshold”) in which event Buyer Indemnified Parties may claim indemnification for all Buyer Losses, in excess of Thirty-Five Thousand Dollars ($35,000). (b) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until the maximum aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members Seller for Purchaser Losses indemnification or any other claim under this Agreement shall not exceed (other than indemnification i) One Million Dollars ($1,000,000) or (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) in the case of claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 against Seller with respect to the Fundamental Covenants)recapture of any payment made under the FRA Program, shall or Government Programs and Blue Cross cost reports filed by Seller, or to be limited to the Escrow Amount and any and all claims allegingfiled, asserting for or relating to Purchaser Losses (other than indemnification claims under Section 9.1 periods prior to Closing for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect services rendered by Seller up to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount Closing (the “Purchaser Cap”). (c) In no event shall either party be liable hereunder or in connection with the transactions contemplated hereby for any consequential, special, exemplary or punitive damages. Except as expressly set forth in Further notwithstanding anything herein to the contrary, neither the Threshold nor the Cap shall apply to any Indemnified Party’s claim for indemnity against Seller or Buyer arising from any common law fraud by Seller or Buyer. (d) For purposes of determining Losses under this Article IXXI, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of all qualifications as to materiality in any representation and warranty or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall any covenant will be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Capdisregarded.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the : (a) Neither any Seller nor any Shareholder shall be liable to Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and arising hereunder until the aggregate of such Losses incurred by Purchaser exceed $500,000 (the “Seller Basket Amount”); and then the Sellers and the Shareholders shall be liable for all such Losses (in excess of $250,000); provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b) or 2.15(d) and (e) or 2.25(a) or any breach of covenant shall be subject to the Seller Basket Amount, and the amount of any such Losses shall not be included with other Losses in determining whether the Seller Basket Amount has been reached. (b) Purchaser shall not be liable to any Seller or Shareholder for any Losses exceeds arising hereunder until the aggregate of such Losses incurred by such parties exceed $500,000 (the “Purchaser Basket Amount”) and then Purchaser shall be liable for all such Seller Losses (in excess of $250,000); provided, however, that Losses arising under or pursuant to Section 1.03 or Section 9.01(b)(iii) of this Agreement or any breach of covenant shall not be subject to the Purchaser Basket Amount, and that the amount of any such Losses shall not be included with other Losses in determining whether the Purchaser Basket Amount has been reached. (c) Except for Losses based on fraud (with respect to which there will be no limitation), the aggregate indemnification obligation of the Sellers and the Shareholders hereunder shall not exceed, in the aggregate, an amount equal to one-half the Cash Portion of one percent the Purchase Price (0.5%the “Seller Cap Amount”); provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b),2.15(d) and (e) or 2.25(a) or any breach of covenant shall be subject to the Seller Cap Amount and there shall be no limitation on the indemnification obligations of the Sellers and the Shareholders with respect to such Losses. Except for Losses based on fraud (with respect to which there will be no limitation), the indemnification obligation of each Shareholder hereunder shall not exceed the amount set forth opposite such Shareholder’s name below; provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b),2.15(d) and (e) or 2.25(a) or any breach of covenant shall be subject to such limits and there shall be no limitation on the indemnification obligation of any Shareholder with respect to such Losses: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 5,335,000 ▇▇▇▇▇ ▇▇▇▇ $ 5,335,000 ▇▇▇ ▇▇▇▇▇▇ $ 330,000 (d) Except for Losses based on fraud (with respect to which there will be no limitation), Purchaser’s indemnification obligations hereunder shall not exceed, in the aggregate, an amount equal to the Cash Portion of the Purchase Price (the “Purchaser BasketCap Amount”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations that Losses arising under or pursuant to Section 9.01(b)(iii) of this Agreement or any breach of covenant shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Cap Amount and there shall be no limitation on the total aggregate amount indemnification obligations of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to such Losses. (e) Notwithstanding any provision hereof to the Fundamental Covenants)contrary, it is expressly acknowledged and agreed that the Loss incurred by the Sellers and the Shareholders as a result of any breach of the Purchaser’s representations and warranties set forth in Sections 3.07 through 3.11 above shall be calculated based solely on the diminution in value of the Restricted Shares resulting from such breach, and the amount of such Loss shall be limited to the Escrow Amount difference, if a positive amount, between the value of such Restricted Shares at $6.50 per share and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy the actual value of the Fundamental Representation or indemnification claims under Section 9.1 with respect to Restricted Shares on the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms date of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount determination of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Capsuch Loss.

Liability Limits. Notwithstanding anything to the contrary set forth herein, : Neither Corporation nor the Shareholder shall be liable to Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and arising hereunder until the aggregate amount of such Losses incurred by Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price exceed $75,000 (the “Purchaser Basket”"Seller Basket Amount"), in which event ; and then Corporation and the Purchaser Indemnified Parties Shareholder shall be entitled to make a claim for indemnification liable for all Purchaser such Losses from (not just the first dollar amount in excess of all Purchaser Losses$75,000); provided, however, that Losses arising under or pursuant to Section 9.01(a)(ii), Losses relating to any breach of Section 2.02 and Losses based on fraud shall not be subject to the Fundamental Obligations Seller Basket Amount, and the amount of any such Losses shall not be included with other Losses in determining whether the Seller Basket Amount has been reached. Purchaser shall not be liable to Seller for any Losses arising hereunder until the aggregate of such Losses incurred by Seller exceed $75,000 (the "Purchaser Basket Amount") and then Purchaser shall be liable for all such Seller Losses (not just the amount in excess of $75,000); provided, however, that Losses arising under or pursuant to Section 9.01(b)(ii) of this Agreement and Losses based on fraud shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this AgreementBasket Amount, and that the total aggregate amount of any such Losses shall not be included with other Losses in determining whether the liability of the Members Purchaser Basket Amount has been reached. Except for Purchaser Losses based on fraud (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenantswhich there will be no limitation), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate indemnification obligation of Corporation and the Shareholder hereunder shall not exceed, in the aggregate, an amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited equal to the Purchase Price (the “Fundamental Obligation Cap”"Seller Cap Amount"). Notwithstanding anything ; provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(ii) nor Losses relating to any breach of Sections 2.02, 2.11, or 2.14(d)-(j) shall be subject to the contrary set forth hereinSeller Cap Amount and there shall be no limitation on the indemnification obligations of Corporation and the Shareholder with respect to such Losses. Except for Losses based on fraud (with respect to which there will be no limitation), Purchaser's indemnification obligations hereunder shall not exceed, in the aggregate, an amount equal to the Purchase Price (the "Purchaser Cap Amount"); provided, however, that Losses arising under or pursuant to Section 9.01(b)(ii) of this Agreement shall not be subject to the Purchaser Cap Amount and there shall be no limitation on the indemnification obligations of Purchaser with respect to Losses arising under or pursuant to such provision. Escrow Agreement. As security for the indemnification obligations of Seller hereunder, the total aggregate amount Escrowed Amount will be placed in escrow with the Escrow Agent pursuant to the terms of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project CapEscrow Agreement.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, a Party’s obligation to indemnify, defend and hold the Purchaser Buyer Indemnified Parties shall not make a claim against any Member for indemnification and the Seller Indemnified Parties, as applicable, harmless under this Article IX for Purchaser shall be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.1(a) (other than Buyer Losses arising out of or relating to representations and warranties of the Company contained in Section 2.13 (Tax Returns; Taxes) or Section 2.15 (Licenses and Permits) or the Fundamental Representations) or Section 9.1(g) to the Buyer Indemnified Parties unless (i) such claim (or series of related claims arising from the same underlying facts, event or circumstances) involves Buyer Losses (excluding Buyer Losses described in Section 9.5(f)) in excess of $50,000 and until (ii) the aggregate amount of such Purchaser all Buyer Losses exceeds an amount equal (excluding Buyer Losses described in Section 9.5(f)) in respect of claims for indemnity pursuant to one-half Section 9.1(a) (other than Buyer Losses arising out of one percent (0.5%) or relating to representations and warranties of the Purchase Price Company contained in Section 2.13 (Tax Returns; Taxes) or Section 2.15 (Licenses and Permits) or the Fundamental Representations) or Section 9.1(g) for which the Sellers would, but for this Section 9.5, be liable exceeds on a cumulative basis $2,000,000 (the “Purchaser BasketDeductible”), in which event case the Purchaser Buyer Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser recover only the amount of such Buyer Losses from in excess of the first dollar of all Purchaser LossesDeductible; provided, however, the Fundamental Obligations that this clause (a) shall not be subject apply to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Buyer Losses (other than indemnification claims under Section 9.1 for breach arising out of or inaccuracy relating to claims of the Fundamental Representations or indemnification claims under Section 9.1 fraud with respect to the Fundamental Covenants), shall be limited to the Escrow Amount representations and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as warranties expressly set forth in this Agreement; (b) any indemnification obligation of the Sellers pursuant to this Article IXIX (other than obligations of the type described in Section 9.4(b)), shall be satisfied solely from the aggregate Indemnity Escrow Fund, and if the Indemnity Escrow Fund is insufficient to satisfy any amount of the liability any such Buyer Loss, then such amount of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants such Buyer Loss shall remain unsatisfied and no Buyer Indemnified Party shall be limited entitled to recover any such shortfall from the Purchase Price Sellers; (c) except in the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount case of the liability any amounts of the Members indemnity payable for Purchaser Buyer Losses arising out of or relating to the P-Project breach or inaccuracy of the Fundamental Representations or claims of fraud with respect to the representations and warranties expressly set forth in this Agreement, in no event shall the aggregate amount of all indemnity required to be paid by the Sellers pursuant to Section 9.1 exceed the Indemnity Amount; (d) in no event shall the aggregate amount of all indemnity required to be paid by the Sellers pursuant to Section 9.1 exceed the Purchase Price; (e) the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the Sellers pursuant to Section 9.1 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment actually recovered from any third party with respect thereto; (f) the amount of indemnity payable pursuant to Section 9.1 with respect to any Buyer Loss shall be reduced (without duplication) to the Pextent such Buyer Loss is reflected on the Final Closing Statement; (g) in any claim for indemnification under this Agreement, no Party shall be required to indemnify any Person for punitive or exemplary damages or any other Loss that is not reasonably foreseeable (other than any such punitive or exemplary damages or any other Loss awarded as a result of a Third Party Claim); (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to use commercially reasonable efforts to mitigate; provided, however, that notwithstanding the foregoing, no Indemnified Party shall be required to (i) take any action that could reasonably be expected to be materially detrimental to its reputation or its business, taken as a whole, or (ii) commence or initiate any action or otherwise make any claim against any then current customer or supplier of such Indemnified Party or of any of its Affiliates; (i) subject to Section 9.5(a), the liability of the Sellers for Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so Buyer Losses incurred under Article IX shall be combined with all other Buyer Losses incurred under Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above; (j) to the extent permitted by Law, any indemnity payment or post-Project Capclosing adjustment under Section 1.5 under this Agreement shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes; and (k) for purposes of determining the amount of any Loss arising from a breach of any representation or warranty contained in this Agreement (and for purposes of determining whether any such representation or warranty has been breached), the determination shall be made (i) net of any Tax benefit actually realized by the Indemnified Party and its Affiliates and that are attributable on a with and without basis to any such Losses and (ii) without regard to materiality, Material Adverse Effect, “except as would not reasonably be expected to be material to the Group Companies” or similar qualifications that may be contained therein (other than the words “Material Adverse Effect” as used in Section 2.8(b)).

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member Sellers for indemnification under this Article IX for Purchaser Losses Section 11.1(b) unless and until the aggregate amount of such Purchaser all Losses pursuant to Section 11.1(b) exceeds an amount equal to one-half of one percent One Million Two Hundred Thousand Dollars (0.5%$1,200,000) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from Losses, including the first dollar of all Purchaser Lossesinitial One Million Two Hundred Thousand Dollars ($1,200,000) (subject to the other limitations herein); provided, however, that the Fundamental Obligations Representations shall not be subject to and shall not count towards the Purchaser Basket. Notwithstanding The total aggregate amount of the liability of Sellers for Losses with respect to any other provision of this Agreementclaims made pursuant to Section 11.1(b) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Purchaser Cap”); provided, however, that the total aggregate amount of the liability of the Members Seller for Purchaser Losses (other than indemnification claims under Section 9.1 for arising out of intentional fraud or a breach of or inaccuracy any of the Fundamental Representations or indemnification claims under Section 9.1 with respect shall not be subject to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”)such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Sellers under this Agreement and the Members transactions contemplated hereby (but, for Purchaser Losses arising out the avoidance of or relating to doubt, excluding the P-Project Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) shall be limited to the P-Project Purchase Price. (b) Notwithstanding anything to the contrary set forth herein, Seller Indemnified Parties shall not make a claim against Purchaser for indemnification under Section 11.2(c) unless and until the aggregate amount of all Losses pursuant to Section 11.2(c) exceeds an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Seller Basket”), in which event Seller Indemnified Parties may claim indemnification for all Seller Losses, including the initial One Million Two Hundred Thousand Dollars ($1,200,000) (subject to the other limitations herein); provided, however, that the Fundamental Representations shall not be subject to and shall not count towards the Seller Basket. The total aggregate amount of the liability of Purchaser for Losses with respect to any claims made pursuant to Section 11.2(c) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Seller Cap”); provided, however, that the total aggregate amount of the liability of Purchaser for Losses arising out of intentional fraud or a breach of any of the Fundamental Representations shall not be subject to any such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Purchaser under this Agreement and the transactions contemplated hereby (but, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) after the payment of the Purchase Price to Seller shall be limited to the Purchase Price.

Liability Limits. Notwithstanding anything to (a) GPI shall have no liability for Losses until such time as the contrary set forth hereinaggregate of such Losses exceeds $1,500,000 (the "Deductible") and thereafter, GPI shall indemnify the Purchaser Indemnified Parties for all Losses incurred in excess of the Deductible, provided the limitation contained in this Section 3(a) shall not make apply with respect to Losses arising under Section 8.5 of the Merger Agreement, and provided further that Losses pursuant to Section 8.5 of the Merger Agreement shall not be taken into account in determining whether the Deductible has been met. (b) Solely for purposes of this Agreement, a claim against any Member for indemnification under this Article IX for Purchaser Loss or series of related Losses unless and until shall be deemed to have a Material Adverse Effect if the aggregate amount of such Purchaser Loss or series of related Losses exceeds an amount equal to one-half $250,000. (c) In the case of one percent all Premises (0.5%including the College Park Premises and including Development Properties and Contract Properties acquired after the Closing Date) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties if there shall be entitled to a Material Adverse Effect and an Indemnified Party (A) shall make a claim for a Loss with respect to which an Indemnified Party is entitled to indemnification under Section 2 (a) resulting from (1) a reduction or offset of rent for all Purchaser Losses from a period which is less than the first dollar remaining term of all Purchaser Losses; providedthe lease or (2) a tenant claim for one time refund of rent or other amounts, howeverthen in either case, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability Loss shall be equal to such offset, reduction or tenant claim or (B) shall make a claim for a Loss with respect to which an Indemnified Party is entitled to indemnification under Section 2(a) resulting from a reduction or offset of rent for a period equal to the remaining term of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy lease, then the amount of the Fundamental Representations Loss shall be equal to ten (10) times the amount of such offset or indemnification claims under reduction. In the case of the College Park Premises, if either (1) a reduction in rent during the extension period from the rent for such extension period set out by the terms of the current lease and/or (2) a reduction in the GSA buyout option price, as contemplated by Section 9.1 2.B or 2.C of the Purchase and Sale Agreement with respect to the Fundamental Covenants)College Park Premises, then the amount of the Loss shall be limited equal to the Escrow Amount present value of (1) the ten (10) year stream of such reduction in rent during the extension period plus (2) the reduction in the buyout option price ((1) and any and all claims alleging, asserting or relating (2) discounted to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy the date of the Fundamental Representation or indemnification claims claim at a discount rate of 10%). (d) Notwithstanding the preceding, GPI's aggregate liability for all Losses under Section 9.1 with respect to this Agreement and, after the Fundamental Covenants) Closing Date, under the Merger Agreement shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement not exceed and shall be satisfied payable solely and exclusively from the Escrow Amount Second Closing Consideration (as adjusted). At the Second Closing, if any Indemnified Party shall have made a claim hereunder within the Claim Period which remains outstanding, HRPT shall deliver to _____________ as escrow agent (the “Purchaser Cap”). Except as expressly set forth in this Article IX, "Escrow Agent") a number of HRPT Common Shares having a value (based on the aggregate Merger Price) equal to the amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Capsuch claim.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, Seller’s obligation to indemnify, defend and hold the Purchaser Buyer Indemnified Parties harmless shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.2(a) unless and until the aggregate amount Buyer Indemnified Parties shall have suffered Buyer Losses in excess of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $468,500 (the “Purchaser BasketDeductible Amount”)) in the aggregate, in which event case the Purchaser Buyer Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser recover only Buyer Losses from in excess of the first dollar of all Purchaser LossesDeductible Amount; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (i) Fundamental Obligations Representations or (ii) Fraud shall not not, in each case, be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Deductible Amount; (b) in no event shall the total aggregate amount of indemnity required to be paid by Seller pursuant to Section 9.2(a) exceed the Cap Amount; provided, that the limitation set forth in this Section 9.6(b) shall not apply to (i) Fraud (it being understood that there shall be no limitation on the liability of Indemnifying Parties directly or indirectly involved in any Fraud) or (ii) the Members for Purchaser matters referred in Section 9.2(b) through Section 9.2(i); (c) no Losses (may be claimed by any Buyer Indemnified Party pursuant to Section 9.2(h) or shall be reimbursable by, Seller, other than indemnification claims under Section 9.1 for breach Buyer Losses in excess of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses One Hundred Fifty Thousand Dollars (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants$150,000) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser CapEnvironmental Threshold Amount”) resulting from a single claim or aggregated claims; (d) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to Section 9.2(h) exceed Two Million Dollars ($2,000,000). Except as expressly set forth ; (e) notwithstanding anything to the contrary contained in Section 9.2, but subject to the other limitations contained in this Article IX, any liability for indemnification obligations for Buyer Losses under Section 9.2(a) shall be satisfied solely up to the Cap Amount and, in the event that a claim for indemnification is made pursuant to Section 9.2 in excess of the Cap Amount, then such Buyer Losses will remain unsatisfied other than as covered by the R&W Policy and no Buyer Indemnified Party shall be entitled to recover any such shortfalls from Seller; (f) for purposes of computing the aggregate amount of indemnifiable claims against Seller, the liability amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 9.2 shall be limited to, the Members for indemnification claims under amount of such Buyer Losses that remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment payable; (g) the amount of indemnity payable pursuant to Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 9.2 with respect to the Fundamental Covenants any Buyer Loss shall be limited reduced to the Purchase Price extent such Buyer Loss is reflected on the Final Working Capital Statement; (the “Fundamental Obligation Cap”). Notwithstanding anything h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate such Loss and an Indemnifying Party shall not be liable for any Loss to the contrary set forth hereinextent that it is attributable to the Indemnified Party’s failure to mitigate following a reasonable request; (i) in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which Seller has made indemnification payments to Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the total aggregate amount lesser of the liability amount so recovered and the aggregate of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap.such indemnification payments;

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, Seller’s obligation to indemnify, defend and hold the Purchaser Buyer Indemnified Parties harmless shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.2(a) unless and until the aggregate amount Buyer Indemnified Parties shall have suffered Buyer Losses in excess of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $468,500 (the “Purchaser BasketDeductible Amount”)) in the aggregate, in which event case the Purchaser Buyer Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser recover only Buyer Losses from in excess of the first dollar of all Purchaser LossesDeductible Amount; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (i) Fundamental Obligations Representations or (ii) Fraud shall not not, in each case, be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Deductible Amount; (b) in no event shall the total aggregate amount of indemnity required to be paid by Seller pursuant to Section 9.2(a) exceed the Cap Amount; provided, that the limitation set forth in this Section 9.6(b) shall not apply to (i) Fraud (it being understood that there shall be no limitation on the liability of Indemnifying Parties directly or indirectly involved in any Fraud) or (ii) the Members for Purchaser matters referred in Section 9.2(b) through Section 9.2(i); (c) no Losses (may be claimed by any Buyer Indemnified Party pursuant to Section 9.2(h) or shall be reimbursable by, Seller, other than indemnification claims under Section 9.1 for breach Buyer Losses in excess of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses One Hundred Fifty Thousand Dollars (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants$150,000) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser CapEnvironmental Threshold Amount”) resulting from a single claim or aggregated claims; (d) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to Section 9.2(h) exceed Two Million Dollars ($2,000,000). Except as expressly set forth ; (e) notwithstanding anything to the contrary contained in Section 9.2, but subject to the other limitations contained in this Article IX, any liability for indemnification obligations for Buyer Losses under Section 9.2(a) shall be satisfied solely up to the Cap Amount and, in the event that a claim for indemnification is made pursuant to Section 9.2 in excess of the Cap Amount, then such Buyer Losses will remain unsatisfied other than as covered by the R&W Policy and no Buyer Indemnified Party shall be entitled to recover any such shortfalls from Seller; (f) for purposes of computing the aggregate amount of indemnifiable claims against Seller, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to Section 9.2 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment payable; (g) the amount of indemnity payable pursuant to Section 9.2 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Working Capital Statement; (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article IX shall be required to use commercially reasonable efforts to mitigate such Loss and an Indemnifying Party shall not be liable for any Loss to the extent that it is attributable to the Indemnified Party’s failure to mitigate following a reasonable request; (i) in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which Seller has made indemnification payments to Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the lesser of the amount so recovered and the aggregate of such indemnification payments; (j) the liability of Seller for Buyer Losses shall be considered in the Members aggregate and shall be determined on a cumulative basis so that all Buyer Losses incurred under Article IX shall be combined for purposes of determining limitations on liability, including the maximum liability amounts described above; (k) in any claim for indemnification claims under Section 9.1 this Agreement, no Party shall be required to indemnify any Person for breach of punitive or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect exemplary damages, except to the Fundamental Covenants extent such damages are payable pursuant to a Third-Party Claim; (l) any indemnity payment under this Agreement shall be limited treated as an adjustment to the Purchase Price for U.S. federal income tax purposes; and (m) for the “Fundamental Obligation Cap”avoidance of doubt, this Section 9.6 shall not apply to any liability for indemnification obligation arising under Section 7.2(f). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap.

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, the Purchaser Indemnified Parties shall not make a claim against any Member the Sellers for indemnification under this Article IX XI for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $500,000 (the “Purchaser BasketThreshold Amount”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all may recover only the amount of such Purchaser Losses from in excess of the first dollar of all Purchaser LossesThreshold Amount; provided, however, that claims with respect to the Seller Fundamental Representations, the Seller Fundamental Obligations, Section 5.14 (Tax Returns; Taxes), Section 5.22 (Transactions with Affiliates) and Section 7.13 (Tax Matters) shall not be subject to the limitations set forth in this Section 11.5(a). (b) Notwithstanding anything to the contrary set forth in this Agreement, the Seller Indemnified Parties shall not make a claim against Purchaser for indemnification under this Article XI for Seller Losses unless and until the aggregate amount of such Seller Losses exceeds the Threshold Amount, provided, however, that claims with respect to the Purchaser Fundamental Representations and the Purchaser Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of limitations set forth in this Agreement, the total Section 11.5(b). (c) The Sellers shall not be required to pay an aggregate amount in excess of the liability $8,000,000 in respect of the Members for Purchaser Losses (other than indemnification Losses; provided, however, that claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Seller Fundamental CovenantsRepresentations, the Seller Fundamental Obligations, Section 5.14 (Tax Returns; Taxes), Section 5.22 (Transactions with Affiliates) and Section 7.13 (Tax Matters) shall not be limited subject to such limitation; provided, further, that in no event shall the Escrow Amount and any and all claims alleging, asserting or relating Sellers be required to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy pay an aggregate amount in excess of the Fundamental Representation or indemnification Purchase Price, as adjusted pursuant to this Agreement (the “Cap”), under this Article XI in respect of Purchaser Losses. (d) Purchaser shall not be required to pay an aggregate amount in excess of $8,000,000 in respect of Seller Losses; provided, however, that claims under Section 9.1 with respect to the Purchaser Fundamental CovenantsRepresentations and the Purchaser Fundamental Obligations shall not be subject to such limitation; provided, further, that in no event shall Purchaser be required to pay an aggregate amount in excess of the Cap under this Article XI in respect of Seller Losses. (e) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Purchaser Losses or Seller Losses, as applicable, for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance policies) by or on behalf of the Indemnified Party from third parties, in respect of such Purchaser Losses or Seller Losses, as applicable, (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) of (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. 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 or have any subrogation rights with respect thereto. It is expressly understood and agreed that no insurer or any other third party shall be made solely entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. To mitigate the amount of Purchaser Losses or Seller Losses, as applicable, for which indemnification is provided under this Agreement, each Party will use commercially reasonable efforts to obtain any and exclusively all amounts recoverable under insurance policies which would reduce a claim for indemnification; provided, however, that, except as provided in Section 11.5(f), neither Purchaser nor the Sellers shall be required to first pursue such insurance policies prior to pursuing any of Purchaser’s or the Sellers’ respective other rights or remedies. (f) In connection with any Purchaser Losses for which any Purchaser Indemnified Party is entitled to indemnification pursuant to Section 11.1(h), the Purchaser Indemnified Party shall use commercially reasonable efforts to obtain any and all amounts recoverable under the Product Liabilities Policy or any replacement policy in respect thereof prior to seeking satisfaction of any such indemnification obligations directly from the Sellers, and no amount shall be recovered by a Purchaser Indemnified Party pursuant to Section 11.1(h) unless and until the earliest of (i) the date on which such Purchaser Indemnified Party has been denied insurance coverage under the Product Liabilities Policy or any replacement policy in respect thereof, (ii) the date on which such Purchaser Indemnified Party has exhausted the applicable coverage amount for such Purchaser Losses under the Product Liabilities Policy or any replacement policy in respect thereof or (iii) the date that is six (6) months after which such Purchaser Indemnified Party initiates its claim for insurance coverage under the Product Liabilities Policy or any replacement policy in respect thereof, if such Purchaser Indemnified Party has theretofore used commercially reasonable efforts to obtain any and all amounts recoverable under the Product Liabilities Policy or such replacement policy but has not as of such date obtained pursuant thereto the full amount to which such Purchaser Indemnified Party is entitled in respect of such claim, it being understood that any such Purchaser Indemnified Party shall be entitled to give the putative Indemnifying Party notice of such claim for indemnity pursuant to Section 11.1(h) at any time on or after it initiates a claim for insurance coverage under the Product Liabilities Policy or any replacement policy in respect thereof. Notwithstanding such denial, exhaustion or other failure to obtain coverage, the applicable Purchaser Indemnified Party shall be required to use commercially reasonable efforts to seek coverage under Product Liabilities Policy or any replacement policy in respect thereof and to seek recovery from the insurer thereunder in the event such coverage is reinstated. Any such recovery under Product Liabilities Policy or any replacement policy in respect thereof shall be treated in accordance with the terms provisions of Section 11.5(e) above. (g) The amount of Purchaser Losses or Seller Losses, as applicable, for which indemnification is provided under this Article IX and Agreement will be reduced (or subject to partial repayment) to take account of any permanent, net Tax benefit actually realized by the Escrow Agreement and shall be satisfied solely and exclusively Indemnified Party in cash, cash equivalents or the reduction in any amount then payable, arising from the Escrow Amount incurrence or payment of any such Purchaser Losses or Seller Losses, as applicable (determined (i) after taking into account any Tax detriment arising from the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount receipt of the liability indemnification payment hereunder and (ii) only taking into account the indemnification payments hereunder after any and all other items of income, gain, loss deduction or credit of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price Indemnified Party, and any applicable Affiliates). (the “Fundamental Obligation Cap”). h) Notwithstanding anything to the contrary set forth hereinin Section 11.1, the total Sellers will not have any obligation to indemnify any Purchaser Indemnified Party with respect to any matter if the Purchaser Losses arise from a change in the accounting or Tax policies or practices of the Company or its Subsidiaries after the Closing Date, unless such change was required to be made in order to comply with GAAP or applicable Tax Law, in each case, in effect as of the date of this Agreement. (i) Notwithstanding anything to the contrary set forth in Section 11.1 or Section 11.2, no Party will be entitled to recovery under Section 11.1 or Section 11.2 for Purchaser Losses or Seller Losses, as applicable, to the extent speculative, remote or not reasonably foreseeable (it being understood that any Purchaser Losses or Seller Losses required to be paid by an Indemnified Party to a third party that is not an Affiliate of Guarantor shall be deemed reasonably foreseeable for purposes hereof), and in no event shall Purchaser Losses or Seller Losses, as applicable, include punitive or exemplary damages, except to the extent required to be paid to a third party that is not an Affiliate of Guarantor ; provided, however, that in no event shall any Purchaser Indemnified Party be entitled to recovery under Section 11.1 for Purchaser Losses (i) resulting from any claim against Guarantor by any one or more of its shareholders, in its or their capacity as such (including derivative claims brought by such shareholder(s) in the name of Guarantor), notwithstanding whether such claim is characterized as a third-party claim, or (ii) in respect of a diminution in the stock price of Guarantor (it being understood that neither (i) nor (ii) shall prohibit a Party from recovery under Section 11.1 for Purchaser Losses resulting from the underlying cause of, or the facts, circumstances or occurrences giving rise or contributing to, any such claim against, or diminution in the stock price of, Guarantor); provided, further, that if an Indemnifying Party shall not have been properly notified of a claim for indemnity under Section 11.1 prior to the one (1) year anniversary of the Closing Date, in no event shall any Purchaser Indemnified Party be entitled to recovery under Section 11.1 for Purchaser Losses in respect of such claim to the extent determined (or increased) based on any diminution in value based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by Purchaser in its valuation of the Company and its Subsidiaries or the Business. (j) The Sellers shall be jointly and severally liable for any Purchaser Losses up to the amount of the Indemnity Holdback and any Purchaser Indemnified Party shall initially seek satisfaction of any such joint and several indemnification obligations from the Indemnity Holdback. If the Indemnity Holdback has been released or exhausted, (i) the Sellers shall thereafter be jointly and severally liable for any Purchaser Losses arising under Section 11.1(b), Section 11.1(d), Section 11.1(f), Section 11.1(g), Section 11.1(h), Section 11.1(i), Section 11.1(j), Section 11.1(k), Section 11.1(l), Section 11.1(m), Section 11.1(n) or Section 7.13 and (ii) each Seller shall thereafter be severally liable for any Purchaser Losses arising under Section 11.1(a), Section 11.1(c) or Section 11.1(e), but in no event shall the aggregate amount of Purchaser Losses recoverable from any Seller by the liability Purchaser Indemnified Parties pursuant to this Article XI exceed the portion of the Members Purchase Price received by such Seller (including the portion of the Indemnity Holdback attributable to such Seller). In addition, in no event shall a Purchaser Indemnified Party be entitled to indemnification pursuant to Sections 11.1(l), 11.1(m), or 11.1(n) to the extent that such Purchaser Indemnified Party is indemnified for such amounts pursuant to Section 10.1 of any Minority Purchase Agreement. (k) Any Purchaser Losses for which any Purchaser Indemnified Party is entitled to indemnification under this Article XI shall be determined without duplication of recovery by reason of the state of facts giving rise to such Purchaser Losses constituting a breach of more than one representation and warranty or covenant. (l) The indemnification limitations set forth in Section 11.5 shall not apply to any claims arising out of or relating to the P-Project shall be limited to the P-Project Capintentional breach, fraud or willful misconduct.

Liability Limits. Notwithstanding anything to the contrary set ---------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member MSAI or the Seller for indemnification under this Article IX Section 10.01(d) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to oneOne-half of one percent Hundred Fifty Thousand Dollars (0.5%$150,000.00) of the Purchase Price (the “"Purchaser Basket”"), in ---------------- which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from Losses, including the first dollar of all Purchaser Lossesinitial $150,000.00; provided, however, that (i) -------- ------- the Fundamental Obligations Surviving Representations shall not be subject to the Purchaser Basket, and (ii) for purposes of calculating the Purchaser Basket, the dollar value of any breaches of any representation or warranty shall be calculated without reference to any materiality or adverse effect qualifier or exception set forth in such representation or warranty. Notwithstanding The total aggregate amount of the liability of the Company and the Seller for Purchaser Losses with respect any other provision of this Agreementclaims made pursuant to Section 10.01(d) shall be limited to an amount equal to Four Million Fifty-Thousand Dollars ($4,050,000) (the "Purchaser Cap"): provided, however, ------------- -------- ------- that the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX Company and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members Seller for Purchaser Losses arising out of fraud, willful misconduct or relating a violation of applicable securities or other laws shall not be subject to any limits. In addition, the P-Project aggregate liability of Purchaser and Parent to all Seller Indemnified Parties for any Seller Losses associated with any breach or failure by Purchaser or Parent to perform under Section 6.12 of this Agreement, or arising from any inability of Seller to sell the Issued Securities in the public market, shall be limited to the P-Project Capnot exceed $500,000.

Liability Limits. Notwithstanding anything to the contrary set ----------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member the Sellers for indemnification under this Article IX Section 10.01(d) for Purchaser Losses Losses, and ---------------- the Sellers will have no liability for indemnification of any Purchaser Indemnified Party pursuant to Section 10.01(a) unless and until the aggregate amount of such Purchaser ---------------- Losses exceeds claimed thereunder exceed an amount equal to one-half of one percent (0.5%) of the Purchase Price $250,000.00 (the “Purchaser Basket”"Threshold --------- Amount"), in which event and once the aggregate amount of such Losses under Section 10.01(a) ------ ---------------- exceeds the Threshold Amount, the Purchaser Indemnified Parties shall will be entitled to make a claim for indemnification for recover all Purchaser such Losses from to which they are entitled in excess of the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser BasketThreshold Amount. Notwithstanding any other provision of this Agreement, the The total aggregate amount of the liability of the Members Seller for Purchaser Losses (with respect any claims made pursuant to Section 10.01(a) other than indemnification claims Claims arising ---------------- under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses 4.19 (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental CovenantsEnvironmental Matters) ("Environmental Claims") shall be made solely and exclusively under and in accordance ------------- -------------------- limited to $3,000,000.00 (the "Purchaser Cap"); provided, however, that with ------------- -------- ------- respect to Environmental Claims the terms of this Article IX Purchaser Cap shall be increased by an additional $2,000,000 to $5,000,000 (the "Environmental Cap"), and the Escrow Agreement and Seller ----------------- shall be satisfied solely and exclusively from liable for one half (1/2) of the Escrow Amount (amount of any Environmental Claims in excess of the “Purchaser Environmental Cap”). Except as expressly set forth in this Article IX; provided, the further, that total aggregate amount -------- ------- of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of Company and the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members Seller for Purchaser Losses arising out of fraud or relating willful misconduct shall not be subject to any limits. Notwithstanding the P-Project foregoing, any indemnification amounts payable by the Sellers pursuant to this Article X will be reduced by any amounts actually ---------- recovered by any Purchaser Indemnified Party under insurance policies or other collateral sources with respect to such Losses and the Purchaser shall be limited use Commercially Reasonable Efforts to the P-Project Capcollect any such amounts.

Liability Limits. (a) The Seller shall not have any indemnification obligations for Purchaser Losses with respect to claims made pursuant to Section 7.1(a) or Section 7.1(b) in respect to each individual item, or group of items arising out of the same event unless the aggregate amount of all such Purchaser Losses exceed Fifty Thousand Dollars ($50,000), and once such amount is exceeded Purchaser may recover all Purchaser Losses, including the initial Fifty Thousand Dollars ($50,000) of Purchaser Losses, and the total aggregate liability of the Seller for Purchaser Losses with respect to any claims made pursuant to Section 7.1(a) or Section 7.1(b) shall be limited to the Cap Amount. Notwithstanding the foregoing, the limitations set forth in this Section 7.5(a) shall not apply to any Purchaser Losses arising out of or related to (i) fraud, intentional misrepresentation or intentional breach, (ii) claims made pursuant to Section 7.1(c), Section 7.1(d) or Section 7.1(e), or (ii) a breach of any Fundamental Representation, and the Seller shall be liable for all Purchaser Losses with respect thereto; provided, however, the total aggregate liability of the Seller for such Purchaser Losses shall be limited to the Aggregate Cap Amount. All payments made by the Seller for Purchaser Losses with respect to claims made pursuant to Section 7.1(a) or Section 7.1(b) under this Agreement shall be made exclusively by reduction, forfeiture or return, as the case may be, of the Closing Shares and/or any shares of Parent Common Stock paid or payable to the Seller in connection with any Earnout Payment and by reduction of the amount payable to the Seller under any Note, in each case in proportion to the amounts payable pursuant to the Closing Shares and/or any shares of Parent Common Stock actually paid to the Seller in connection with any Earnout Payment, on the one hand, and the amount payable to the Seller under any Note, on the other hand. The set-off against the Closing Shares and/or shares of Parent Common Stock and against the amounts payable to the Seller under any Note as provided for in the immediately preceding sentence shall constitute the Purchaser’s sole and exclusive remedy against the Seller under this Agreement and pursuant to this Section 7 with respect to claims made pursuant to Section 7.1(a) or Section 7.1(b). If any such set-off is made, the value assigned to the Closing Shares or other shares of Parent Common Stock, as the case may be, shall be the average per share closing price of Parent Common Stock as reported in The Wall Street Journal for each of the thirty (30) consecutive trading days ending with the third trading day immediately preceding the date such Closing Shares and/or shares of Parent Common Stock are used to set-off any amount or right it may be entitled to pursuant to this Section 7. (b) The total aggregate liability of the Purchaser for Seller Losses with respect to any claims made pursuant to Section 7.2 shall be limited to the Cap Amount. Notwithstanding the foregoing, the limitations set forth in this Section 7.5(b) shall not apply to any Seller Losses arising out of or related to fraud, intentional misrepresentation or intentional breach. (c) Notwithstanding the foregoing or anything to the contrary set forth hereinin this Section 7 or otherwise in this Agreement, the Purchaser Indemnified Parties hereby acknowledges and agrees that no stockholder of the Seller shall not make a claim against be liable for, and neither the Purchaser, the Parent nor any Member for indemnification under this Article IX for of their Affiliates shall seek from any stockholder of the Seller, an amount of Purchaser Losses unless and until the aggregate amount greater than such stockholders’ pro rata share of such any Purchaser Losses exceeds an amount equal to one-half that exceed the Cap Amount and, irrespective of one percent (0.5%) the foregoing, no stockholder of the Seller shall be liable for, and neither the Purchaser, the Parent nor any of their Affiliates shall seek from any stockholder of the Seller, under any circumstances whatsoever, any Purchaser Losses that exceed the portion of the Purchase Price actually received by such stockholder in connection with this Agreement and the consummation of the transactions contemplated hereby. All payments of any Purchaser Losses made by any stockholder of the Seller shall be made in the same form of consideration actually received by such stockholder and in the same proportions as actually received by such stockholder; provided that, (i) if any stockholder of Seller sells any shares of Parent Common Stock held by such stockholder for cash and (ii) all of the “other shares of Parent Common Stock held by such stockholder have been used by such stockholder to pay for Purchaser Basket”Losses, the remaining payments of any Purchaser Losses made by such stockholder, if any, shall be made in cash and by forfeiture of the amount actually paid to the stockholder under any Note in proportion to the amounts actually paid to the stockholder in shares of Parent Common Stock, on the one hand, and actually paid to the stockholder under any Note, on the other hand; and, provided further, that the amount of cash that shall be payable by such stockholder in accordance with this Section 7.5(c) with respect to the shares of Parent Common Stock sold by such stockholder shall not exceed the lesser of (X) the value of such shares of Parent Common Stock as of the date set forth at the end of Section 7.5(a), or (Y) the amount of cash actually received by such stockholder in which event the Purchaser Indemnified Parties shall be entitled connection with such stockholder’s sale(s) of such shares of Parent Common Stock (i.e., net of any taxes, fees or other costs related to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basketsuch sale(s)). Notwithstanding any other provision For purposes of this Agreement, a stockholder’s “pro rata share” shall equal the percentage determined by dividing the portion of the Purchase Price actually received by such stockholder by the total aggregate Purchase Price, in the aggregate, actually received by all of the stockholders of the Company (including all Earnout Payments). (d) If the Seller distributes any portion of the Purchase Price to any of its stockholders (any such distribution, in each case, a “ Distribution”), the Seller shall, within ten (10) days following each Distribution, send written notice to the Purchaser setting forth the details of such Distribution, including the identity of the stockholder, the amount of the liability Distribution and the form of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect consideration distributed to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and stockholder in accordance connection with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project CapDistribution.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, each Indemnifying Party’s obligation to indemnify, defend and hold the Purchaser Indemnified Parties harmless shall not make be limited as follows: (a) No amounts of indemnity shall be payable pursuant to Section 9.1(a)(i), Section 9.1(a)(ii), Section 9.1(b)(i), Section 9.1(b)(ii) (with respect to a claim against any Member for indemnification under this Article IX for Purchaser Losses breach by the Sellers of a covenant to be performed prior to the Closing), Section 9.2(b) (with respect to a breach by the Buyer of a covenant, agreement or undertaking to be performed prior to the Closing) or Section 9.2(a) unless and until the aggregate amount Indemnified Parties shall have suffered indemnifiable Losses (but excluding any Losses relating to ▇▇▇▇▇▇▇ Environmental Liabilities as described in Section 9.8, which are exclusively addressed by Section 9.8) in excess of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $3,800,000 (the “Purchaser BasketThreshold Amount”)) in the aggregate, in which event case the Purchaser Indemnified Parties shall be entitled to make recover only Losses in excess of the Threshold Amount, provided that no Losses may be claimed by any Indemnified Party or shall be reimbursable by or included in calculating the Threshold Amount other than Losses in excess of $50,000 resulting from a single claim for indemnification for all Purchaser Losses from or aggregated claims arising out of the first dollar of all Purchaser Losses; providedsame facts, however, the Fundamental Obligations shall not be subject events or circumstances. (b) Subject to the Purchaser Basketfollowing sentences of this Section 9.5(b), no Seller shall have any indemnification obligation under this Agreement for an amount in the aggregate greater than $6,333,333 and the Buyer shall have no indemnity obligation under this Agreement for an amount greater than in the aggregate $19,000,000 (it being understood and agreed that these caps shall constitute a cap on the maximum aggregate liability payable by each Indemnifying Party under this Agreement). Notwithstanding any other provision the foregoing sentence of this AgreementSection 9.5(b), the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 i) with respect to the Seller Fundamental Covenants)Representations, the maximum aggregate liability payable by each Seller under this Agreement with respect to such Seller Fundamental Representations shall be limited equal to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy such Seller’s Pro Rata Percentage of the Fundamental Representation or indemnification claims under Section 9.1 Purchase Price less any other amounts indemnified by such Seller hereunder and (ii) with respect to the Buyer Fundamental Covenants) Representations, the maximum aggregate liability payable by Buyer under this Agreement with respect to such Buyer Fundamental Representations shall be made solely and exclusively under and in accordance with the terms of this Article IX and Purchase Price less any other amounts indemnified by Buyer hereunder. Notwithstanding anything to the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth contrary in this Article IX, the Threshold Amount, the first sentence of this Section 9.5(b) and the proviso to Section 9.5(a) shall not apply to any Losses with respect to any Seller Fundamental Obligations (it being understood and agreed that the Sellers shall be liable for all Losses for which the Buyer Indemnified Parties are entitled to indemnification with respect to such claims) or with respect to any Buyer Fundamental Obligations (it being understood and agreed that Buyer shall be liable for all Losses for which the Seller Indemnified Parties are entitled to indemnification with respect to such claims), and any amounts recovered by Buyer Indemnified Parties in respect of Seller Fundamental Obligations or by Seller Indemnified Parties in respect of Buyer Fundamental Obligations shall not be included in determining whether the Threshold Amount has been reached for purposes of this Section 9.5. (c) For purposes of computing the aggregate amount of claims against an Indemnifying Party, the amount of each claim by an Indemnified Party shall be deemed to be an amount equal to, and any payments by the Indemnifying Party pursuant to Section 9.1 or Section 9.3 shall be limited to, the amount of Losses that remain after deducting therefrom (i) any third party insurance proceeds and any indemnity, contributions or other similar payment paid to the Indemnified Party by any third party with respect thereto, and (ii) with respect to any indemnification claim related to Losses incurred by SPRC, any net tax savings actually realized by SPRC in the tax period in which the indemnification claim arises. (d) In any claim for indemnification under this Agreement, the Indemnifying Party shall not be required to indemnify any Person for special, exemplary or consequential damages, including loss of profit or revenue, any multiple of reduced cash flow, interference with operations, or loss of tenants, lenders, investors or buyers. (e) No Indemnifying Party shall have any liability under this Article IX to indemnify any Indemnified Party with respect to a Loss to the extent that the Loss is attributable to any action taken by any Indemnified Party on or after the Closing Date. (f) The Sellers shall have no liability for any Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates. (g) In any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Sellers have indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amounts previously so paid by the Sellers to or on behalf of the Buyer Indemnified Party in respect of such matter, and (ii) any amounts expended by the Sellers in pursuing or defending any claim arising out of such matter. (h) The liability of the Members Sellers for indemnification claims Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so the Buyer Losses incurred under Section 9.1 Article IX of this Agreement shall be combined with all other Buyer Losses incurred under Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above. (i) Any indemnity payment under this Agreement by the Sellers shall be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes. (j) For purposes of determining failure of any representations or warranties to be true and correct, the breach of any covenants and agreements and calculation of Losses hereunder, any qualification or exception with respect to “material”, “materially”, “materiality” or Material Adverse Effect or similar language contained therein shall be disregarded, provided that the foregoing shall not apply to Section 3.8(b). (k) Notwithstanding anything in this Agreement to the contrary, except for any inaccuracy of the Fundamental Representations representation and warranty set forth in the last sentence of Section 3.22 of which the Company has Knowledge, Buyer shall not have any claim, action, suit, proceeding, right or indemnification claims under Section 9.1 remedy for any Loss arising out of, relating to or with respect to the Fundamental Covenants shall be limited failure by the Company to conduct the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth hereinmaintenance and capital project, the total aggregate amount and outage and shutdown of the liability of No. 2 Dublin Power Boiler and the Members Dublin Paper Mill Machine #2, which was originally planned for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project CapSeptember 2007 and rescheduled for April 2008.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member Sellers for indemnification under this Article IX Section 9.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%on a cumulative basis $50,000) of the Purchase Price (the “Purchaser BasketLiability Cushion”), in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from and not merely the first dollar portion of all Purchaser Lossessuch Losses in excess of $50,000; provided, howeverthat Purchaser Losses arising out of (i) any of the Specified Representations, (ii) any Excluded Liability, (iii) any breach of any covenant, obligation or undertaking of a Seller in this Agreement (including, without limitation, those to be performed or which arise after the Fundamental Obligations Closing), (iv) any claim arising out of or based on fraud or intentional misrepresentation by a Seller, and (v) in each case claims for indemnification made thereunder (collectively, all such Purchaser Losses referred to in this proviso being referred to as “Non-Deductible Claims”), shall, subject to the provisions of Section 9.5(b), be indemnified in their entirety by the Indemnifying Party and shall not be subject to the limitations set forth in this Section 9.5. The Non-Deductible Claims will not count towards or reduce the Purchaser Basket. Notwithstanding any other provision of this Agreement, the Liability Cushion. (b) The total aggregate amount of the liability of the Members Sellers for Purchaser Losses with respect to any claims made pursuant to Section 9.1(b) (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental CovenantsNon-Deductible Claims) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price paid and payable as of the end of the Enterprise Earn-Out Period. The foregoing limitation on indemnification in this Section 9.5(b) shall not apply to any indemnification claim (the “Fundamental Obligation Cap”). Notwithstanding anything i) arising from any circumstance of which a Seller had Knowledge on or prior to the contrary set forth hereinClosing Date or (ii) involving fraud, willful concealment or the commission of any crime by a Seller. (c) The parties agree that with respect to any representation or warranty, if such representation or warranty contains a materiality qualification (e.g., “material,” “materially,” “material to the Business,” “in all material respects,” “Material Adverse Effect,” or similar qualifiers), then solely for purposes of this Article IX, the total threshold for determining whether a breach of such representation or warranty has occurred, individually or in the aggregate amount together with any breaches of any other representations and warranties (whether or not such representations and warranties contain materiality qualifications), shall be Purchaser Losses in excess of the liability of the Members for Purchaser Losses arising out of or relating Liability Cushion (without separately giving effect to the P-Project shall be limited to the P-Project Capany such materiality qualification).

Liability Limits. Notwithstanding anything to the contrary set forth herein, the (a) The Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX Section 7.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”)U.S.$100,000.00, in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from over U.S.$50,000.00 in the first dollar of all Purchaser Losses; providedaggregate, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, and the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), any claims made pursuant to Section 7.1(a) shall be limited to the Escrow Amount and any and all (i) U.S.$12,000,000.00 for claims alleging, asserting arising from or relating related to Purchaser Losses (other than indemnification claims under Section 9.1 for Seller’s breach of or inaccuracy Section 3.1 (Organization; Standing and Power; Subsidiaries), Section 3.3 (Authority; Binding Nature of Agreement), Section 3.7 (Title to and Sufficiency of the Fundamental Representation or indemnification claims under Assets), Section 9.1 3.10 (Intellectual Property), Section 3.12 (Compliance with respect to Law; Governmental Authorizations) and Section 3.13 (Tax Matters), and (ii) U.S.$3,000,000.00 for all other claims. Notwithstanding the Fundamental Covenants) shall be made solely and exclusively under and in accordance with foregoing, the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly limitations set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect 7.6(a) shall not apply to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for any Purchaser Losses arising out of or relating related to fraud or willful misconduct. (b) The Seller Indemnified Parties shall not make a claim for indemnification under Section 7.2(a) for Seller Losses unless and until the P-Project aggregate amount of such Seller Losses exceeds U.S.$100,000.00, in which event the Seller Indemnified Parties may claim indemnification for all Seller Losses over U.S.$50,000.00 in the aggregate, and the total aggregate liability for Seller Losses with respect to any claims made pursuant to Section 7.2(a) shall be limited to U.S.$3,000,000.00. Notwithstanding the P-Project Capforegoing, the limitations set forth in this Section 7.6(b) shall not apply to any Seller Losses arising out of or related to fraud or willful misconduct.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member the Shareholder Parties for indemnification under this Article IX X for Purchaser Losses Losses, and Shareholder Indemnified Parties shall not make a claim against Purchaser for indemnification under this Article X for Shareholder Losses, unless and until the aggregate amount of such Purchaser Losses or Shareholder Losses, as the case may be, exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $750,000 (the “Purchaser Basket”), in which event Purchaser Indemnified Parties may claim indemnification for Purchaser Losses, or Shareholder Indemnified Parties may claim indemnification for Shareholder Losses, as the case may be, for amounts in excess of the Basket; provided that indemnification claims for Purchaser Losses arising out of the Surviving Obligations or Surviving Representations shall not be subject to the Basket. (b) In no event shall: (i) the amount paid by the Shareholder Parties in the aggregate for indemnification claims by Purchaser Indemnified Parties exceed the Escrow Amount (the “Cap”); provided that the amount paid by the Shareholder Parties for indemnification claims for Purchaser Losses arising out of the Surviving Obligations and Surviving Representations shall not be subject to the Cap, but instead shall be limited to the amount of the Base Purchase Price plus the Real Property Purchase Price; and (ii) the amount paid by the Purchaser in the aggregate for indemnification claims by Shareholder Indemnified Parties exceed the Cap; provided that (1) the amount paid by the Purchaser for indemnification claims for Shareholder Losses arising under (y) Section 10.2(a) with respect to any breach or inaccuracy of any representation or warranty in Section 5.1 (Organization), Section 5.2 (Authorization), and Section 5.3 (Absence of Restrictions and Conflicts) or (z) Sections 10.2(b) or 10.2(c) shall not be subject to the Cap, but instead shall be limited to the amount of the Base Purchase Price plus the Real Property Purchase Price and (2) the amount paid by the Purchaser for indemnification claims for Shareholder Losses arising under Section 10.2(d) shall not be subject to the Cap, but instead shall be limited to $10,000,000. (c) For purposes of Section 10.1, a breach of a representation or warranty contained in this Agreement or in any Purchaser Ancillary Document shall be deemed to exist either if such representation or warranty is actually inaccurate or breached as of the date such representation or warranty is made, or if such representation or warranty would have been breached or been inaccurate if such representation or warranty had not contained any limitation or qualification expressly as to materiality (whether or not quantified), or Material Adverse Effect, it being the intention of the Parties that the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for indemnified and held harmless from and against any and all Purchaser Losses from suffered or incurred by any of them resulting from, arising out of, based upon or relating to the first dollar failure of any such representation, warranty, certificate, schedule, exhibit or other agreement, instrument or document to be true, correct and complete in any respect, determined in each case without regard to any qualification as to materiality (whether or not quantified) or Material Adverse Effect set forth with respect thereto, but in all Purchaser Lossescases taking into account the disclosures and qualifications contained in the Schedules; provided, however, in no event shall any dollar threshold expressly set forth in the Fundamental Obligations shall not representations and warranties in Article IV be subject ignored for purposes of determining the accuracy of any representation or warranty (d) Notwithstanding anything herein to the Purchaser Basket. Notwithstanding any other provision of this Agreementcontrary, the total aggregate amount of paid by the liability of the Members Shareholder Parties for indemnification claims for Purchaser Losses (other than indemnification claims arising under Section 9.1 for 10.2(a) with respect to any breach of or inaccuracy of the Fundamental Representations representations and warranties contained in Section 4.6 (Real Property) shall be net of any amounts actually recovered by Purchaser from any warranty or indemnification claims under Section 9.1 indemnity existing on the date hereof from any builder or contractor with respect to any building or improvement on the Fundamental Covenants), shall be limited to Real Property; provided that (i) the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach recovery of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 claim with respect to any warranty or indemnity shall not be a condition to the Fundamental Covenants) shall be made solely and exclusively Shareholder Parties’ obligations under and in accordance with the terms of pursuant to this Article IX X and (ii) nothing herein shall restrict or limit the Escrow Agreement and shall be satisfied solely and exclusively from rights of the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in Indemnified Parties to bring claims for indemnification pursuant to this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of X. Purchaser covenants and agrees that (y) if any defect requiring repair or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 replacement arises with respect to any building or improvement on the Fundamental Covenants Real Property for which Purchaser has sought or may seek indemnification, Purchaser shall be limited use commercially reasonable efforts to procure such repair or replacement, or the Purchase Price costs and expenses incurred in the same, pursuant to any warranty or indemnity from any builder or contractor with respect to such building or improvement and (the z) if Purchaser actually receives payment with respect to any such builder or contractor warranty or indemnity for any such defect (any such being a “Fundamental Obligation CapWarranted Defect”). Notwithstanding anything , Purchaser shall pay to the contrary set forth herein, the total aggregate Shareholder an amount of the liability of the Members for Purchaser Losses arising out of or relating (without interest) equal to the P-Project shall be limited any indemnification claims actually paid by Shareholder Parties with respect to the P-Project Capsuch Warranted Defect.

Liability Limits. Notwithstanding anything (a) Except with respect to Purchaser Losses arising under Sections 9.1(i) and 9.1(j), which shall be recoverable to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser extent such Losses unless and until in the aggregate amount exceed $10,000, none of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses recover from the first dollar Seller Indemnifying Parties and none of the Seller Indemnified Parties shall be entitled to recover from the Purchaser Indemnifying Parties unless and until the total of all Seller Losses or Purchaser Losses; provided, howeveras the case may be, with respect to any inaccuracy or breach of any such representations or warranties or breach of or default in the Fundamental Obligations shall not be subject performance of any covenants, undertakings or other agreements, whether such claims are brought under this Section 9 or otherwise, exceed, in the aggregate, $250,000 (the "Deductible Amount") and then only to the Purchaser Basketextent of such excess. Notwithstanding any other provision of this Agreement, In no event shall the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 Seller Indemnified Parties with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 Purchaser Indemnified Parties with respect to Seller Losses exceed $10,000,000 (the Fundamental Covenants"Cap Amount"). Notwithstanding the foregoing, the provisions of the immediately preceding sentence shall not apply to: (i) shall be made solely and exclusively Purchaser Losses arising under and in accordance with or pursuant to any Seller Surviving Representations and/or Seller Surviving Obligations, Sellers Losses arising under or pursuant to any Purchaser Surviving Representations and/or Purchaser Surviving Obligations, or as a result of fraud or (ii) the terms of this Article IX Assumed Liabilities, the Excluded Assets and the Escrow Excluded Liabilities, (iii) any Purchaser Losses or Seller Losses arising out of any intentional breach of any covenant contained in this Agreement or any Purchaser Ancillary Document or Seller Ancillary Document, (iv) the payment of the Adjustment, or (v) any Purchaser Losses arising out of breach of the representations and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly warranties set forth in Sections 3.13, 3.15 and 3.16. (b) The amount which an Indemnifying Party is required to pay to, for, or on behalf of any other party pursuant to this Article IXSection 9 shall be reduced (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party and other amounts paid by any other person in reduction of the related indemnifiable loss (the "Indemnifiable Loss"). Amounts required to be paid, as so reduced, are hereafter sometimes called an "Indemnity Payment". If an Indemnified Party shall have received or shall have paid on its behalf an Indemnity Payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnified Party shall promptly pay to the Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts provided the same does not exceed an amount equal to the payment actually made by the Indemnifying Party. Without limiting the generality of the foregoing, the aggregate amount of the liability of the Members for Sellers' indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 obligations with respect to breaches of the Fundamental Covenants representations and warranties contained in Section 3.5 hereof shall be limited reduced or eliminated to the Purchase Price extent that Purchaser recovers under the title insurance policies referred to in Section 6.1(d) for the facts giving rise to such breach, and Purchaser shall, diligently pursue such recovery prior to requiring an indemnification payment by Sellers in respect thereof. (the “Fundamental Obligation Cap”). c) Notwithstanding anything to the contrary set forth contained herein, (i) the total aggregate amount Sellers' indemnification obligations with respect to a breach of the liability of the Members for Purchaser Losses arising out of or a representation and warranty contained in Section 3.5(a) relating to the P-Project title to a particular parcel of Real Property shall be limited to an amount equal to the P-Project Capmaximum amount of title insurance coverage obtained on such parcel as contemplated by Section 6.1(d) regardless of whether such indemnification obligations relate to a matter covered under such title insurance, as contemplated by Section 9.5(b) above and (ii) the Sellers' indemnification obligations with respect to Purchaser Losses arising under Section 3.18, Section 9.1(f) and 9.1(k) shall be governed solely and exclusively by Section 9.6 and Purchaser shall have no other right of indemnification against Sellers with respect to such Purchaser Losses regardless whether such other rights may exist.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX Section 9.1(a)(i), or Section 9.1(a)(ii) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $562,500 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from in excess of $562,500. Notwithstanding the first dollar of all Purchaser Losses; provided, howeverforegoing, the Fundamental Obligations Purchaser Basket shall not be subject apply to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or related to fraud, willful misconduct or gross negligence or a breach of the Fundamental Representations, and the Shareholders shall be liable for all Purchaser Losses with respect thereto. The Shareholders’ aggregate liability for Purchaser Losses (i) relating to claims for indemnification under Sections 9.1(a)(i) and 9.1(a)(ii) shall not exceed an aggregate of $13,000,000 (the P-Project “Cap”), provided that the Cap shall not apply to claims with respect to breaches of the Fundamental Representations, claims based upon fraud or willful misconduct, or claims for breach of any covenant, agreement or undertaking under Sections 7.3 and 7.4 of this Agreement; and (ii) relating to items 1 and 2 set forth on Schedule 9.1(a)(v) of this Agreement shall not, when aggregated with Purchaser Losses described in the foregoing clause (i), exceed an aggregate of the Cap plus an additional $5,000,000 (the “Specific Indemnities Cap”). The Shareholders’ aggregate liability for Purchaser Losses not limited by the Cap or the Specific Indemnities Cap shall not exceed the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, all “material,” “Material Adverse Effect” and similar materiality type qualifications contained in the representations and warranties shall be limited ignored and not given any effect for the indemnification provisions of this Agreement for purposes of (i) determining the amount of any Losses incurred with respect to the P-Project Capindemnification provisions hereof, and (ii) determining whether the Purchaser Basket has been surpassed.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member the Seller for indemnification under this Article IX Section 9 for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses (excluding all Purchaser Losses in respect of any single claim which do not exceed US$100,000, for which no claim for indemnification may be made (the “Threshold Amount”)) exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price US$10,000,000 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled may claim indemnification only with respect to make a claim for indemnification for all the amount of such Purchaser Losses from the first dollar in excess of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the The total aggregate amount liability, other than Excluded Liabilities pursuant to Section 1.4(j), of the liability of the Members Seller for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), any and all claims made pursuant to Section 9 shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount US$137,500,000 (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Indemnity Cap”). Notwithstanding anything to the contrary set forth herein, (i) the Threshold Amount and the Purchaser Basket shall not apply to the Seller’s indemnification obligations (x) based on Section 9.1(c) or (y) arising out of a breach of Section 5.16; (ii) the Indemnity Cap shall not apply to the Seller’s indemnification obligations arising out of (x) any of the Excluded Liabilities falling under clauses (b) through (i) and clauses (k) through (p) of Section 1.4 or (y) a breach of Section 2.1(b), Section 2.3(b), Section 5.9 or Section 5.13; and (iii) the total aggregate amount of the liability of the Members Seller for Purchaser Losses arising with respect to any and all claims made pursuant to Section 9 that arise out of or relating to any of the P-Project Excluded Liabilities falling under clause (j) of Section 1.4 shall be limited to the P-Project Capa separate indemnity cap equal to US$68,750,000.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”) in which event Buyer Indemnified Parties may claim indemnification for Buyer Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties liability of Buyer for indemnification and for all other claims by Seller under Section 11.1 of this Agreement shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until exceed in the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent Hundred Fifty Thousand Dollars (0.5%) of the Purchase Price (the “Purchaser Basket”$150,000), except in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy case of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”)Representations. Notwithstanding anything to the contrary set forth herein, the total maximum aggregate amount liability of Seller and/or its Affiliates for indemnification and for all other claims by Buyer under Section 11.2 of this Agreement shall not exceed in the aggregate of one hundred Fifty Thousand Dollars ($150,000): (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the liability Fundamental Representations. The limitations contained in this Section 11.6 shall not apply to any indemnification claims arising under Section 11.1(i) or Section 11.2(i) as a result of the Members for Purchaser Losses arising out any Actual Fraud of Buyer or relating to the P-Project shall be limited to the P-Project CapSeller, respectively.

Liability Limits. Notwithstanding anything to the contrary set forth herein, : (a) The liability of the Purchaser Indemnified Seller Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until with respect to any claims made pursuant to Section 7.1(a) shall be limited to 50% of such Purchaser Losses; provided, however, that the liability of the Seller Parties for Purchaser Losses arising out of Fraud or breaches of the Fundamental Representations shall not be subject to such limitation. (b) The total aggregate amount of such the liability of the Seller Parties for Purchaser Losses exceeds an amount equal with respect to one-half of one percent any claims made pursuant to Section 7.1(a) shall be limited to TWO HUNDRED THOUSAND DOLLARS (0.5%$200,000) of the Purchase Price (the “Purchaser BasketCap Amount”); provided, in which event however, that the liability of the Seller Parties for Purchaser Losses arising out of Fraud or breaches of the Fundamental Representations shall not be subject to the Cap Amount; provided, further, that, the maximum amount of Purchaser Losses that the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all recover from each Seller Party under this Article VIII (including Purchaser Losses from arising out of breaches of the first dollar Fundamental Representations) shall not exceed the aggregate portion of all Purchaser Lossesthe Purchase Price actually received by such Seller Party and its Affiliates. (c) Any funds remaining in the Indemnification Escrow Fund on the date that is twelve (12) months after the Closing Date shall be released to the Sellers; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to that the Escrow Amount and Agent shall continue to hold any and all funds that are the subject of asserted but unresolved claims alleging, asserting or relating pursuant to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX the Escrow Agreement. (d) The R&W Insurance Policy is the sole and exclusive remedy in respect of Purchaser Losses for indemnification under Section 7.1(a) other than the Indemnification Escrow Fund and the Escrow Agreement and Sellers shall be satisfied solely and exclusively from the Escrow Amount (the “not have aggregate liability in respect of Purchaser Cap”). Except as expressly set forth Losses under Section 7.1(a) in this Article IX, the aggregate amount excess of the liability Cap Amount, in each case, except in the case of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of Fraud or the Fundamental Representations. Prior to seeking indemnification under this Article VII for Purchaser Losses resulting from or relating to Section 7.1(a) or Section 7.1(e), a Purchaser Indemnified Party shall first make a claim to seek recovery under the P-Project R&W Insurance Policy to the same extent as they would if such Purchaser Losses were not subject to indemnification hereunder, except to the extent that such Purchaser Losses result from or relate to Fraud. For the avoidance of doubt, nothing set forth in this Section 7.5(d) shall require a Purchaser Indemnified Party to file suit or pursue or initiate litigation, mediation or any other applicable proceedings against the insurer under the R&W Insurance Policy prior to seeking indemnification under this Article VII. (e) The Purchaser, on behalf of Purchaser Indemnified Parties, agrees that the R&W Insurance Policy expressly excludes any subrogation rights to pursue any claim against the Seller Parties other than with respect to the Fraud of any Seller Party. (f) If any Purchaser Losses or Seller Losses sustained by an Indemnified Party are covered by an insurance policy (other than the R&W Insurance Policy), or an indemnification, contribution, or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution, or similar payments; provided, however, that no Indemnified Party shall be limited required to institute any legal proceeding against any third party. The amount of any Purchaser Losses or Seller Losses subject to indemnification under Section 7.1 or Section 7.2, as applicable, shall be determined net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered in cash by the Indemnified Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the P-Project Capright of indemnification. If any Indemnified Party actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification claim under Section 7.1 or Section 7.2, as applicable, such Indemnified Party shall refund to the Indemnifying Party the amount of such insurance proceeds or indemnity, contribution, or similar payments, up to the amount actually received in connection with such indemnification claim. (g) No Purchaser Indemnified Parties shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity in respect of any one Purchaser Loss or related group of Purchaser Losses if recovery is obtainable, or has already been obtained, pursuant to Section 1.4.

Liability Limits. Notwithstanding anything (a) Subject to the contrary set forth hereinSection 10.9, the Purchaser Indemnified Parties Seller Parties, in the aggregate shall not make a claim against any Member for indemnification be liable under this Article IX X for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $100,000 (the “Purchaser Basket”), in which event the Purchaser Indemnified Seller Parties shall be entitled to make a claim for indemnification liable for all Purchaser Losses from in excess of the first dollar amount of all Purchaser Lossesthe Basket, up to an amount not to exceed $1,000,000 (the “Cap”); provided, however, the Fundamental Surviving Obligations and the Seller Parties’ obligations under Sections 10.1(b)-(e) shall not be subject to, or apply toward satisfaction of, the Basket or the Cap. Subject to Section 10.9, the Seller Parties shall be liable for all Purchaser Losses with respect to a breach or inaccuracy of any Surviving Obligation up to an amount not to exceed $3,000,000 (the “Surviving Obligations Cap”); provided, however, the Seller Parties’ obligations under Sections 10.1(b)-(e) shall not be subject to, or apply toward satisfaction of, the Surviving Obligations Cap. The ▇▇▇▇▇▇▇▇▇ Family Trust and ▇▇▇▇▇▇▇▇▇ shall not be liable under this Article X for Purchaser Losses under Section 10.1(a) in an amount of more than the portion of the Total Consideration actually received by the ▇▇▇▇▇▇▇▇▇ Family Trust as a stockholder of the Seller in the aggregate, and the ▇▇▇▇▇▇▇▇▇ Family Trust and ▇▇▇▇▇▇▇▇▇ shall not be liable under this Article X for Purchaser Losses under Section 10.1(a) in an amount of more than the portion of the Total Consideration actually received by the ▇▇▇▇▇▇▇▇▇ Family Trust as a stockholder of the Seller in the aggregate. For any Purchaser Losses for which the Purchaser Indemnified Parties seek to recover from the ▇▇▇▇▇▇▇▇▇ Family Trust or ▇▇▇▇▇▇▇▇▇ the Purchase Indemnified Parties shall use commercially reasonable efforts to obtain settlement or recovery from the ▇▇▇▇▇▇▇▇▇ Family Trust prior to seeking recovery directly from ▇▇▇▇▇▇▇▇▇, and for any Purchaser Losses for which the Purchaser Indemnified Parties seek to recover from the ▇▇▇▇▇▇▇▇▇ Family Trust or ▇▇▇▇▇▇▇▇▇ the Purchase Indemnified Parties shall use commercially reasonable efforts to obtain settlement or recovery from the ▇▇▇▇▇▇ Family Trust prior to seeking recovery directly from ▇▇▇▇▇▇▇▇▇; provided, however, that the recovery priority established by this sentence shall not be construed as requiring that any Purchaser Indemnified Parties exhaust remedies or otherwise incur material additional costs or delays in seeking recovery under this Article X before proceeding directly against ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇. (b) The Parties hereby acknowledge and agree that all qualifications in any representations and warranties as to or by material or materiality, including each reference to the Purchaser Basket. Notwithstanding any other provision of this Agreement, defined term “Material Adverse Event,” shall be ignored in determining the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser applicable Losses arising out of from any such breach (but not ignored in determining whether or relating to not the P-Project shall be limited to the P-Project Capbreach has occurred).

Liability Limits. Notwithstanding anything to the contrary set ----------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member the Sellers for indemnification under this Article IX Section 10.01(d) for Purchaser Losses Losses, and ---------------- the Sellers will have no liability for indemnification of any Purchaser Indemnified Party pursuant to Section 10.01(a) unless and until the aggregate amount of such Purchaser ---------------- Losses exceeds claimed thereunder exceed an amount equal to one-half of one percent (0.5%) of the Purchase Price $250,000.00 (the “Purchaser Basket”"Threshold --------- Amount"), in which event and once the aggregate amount of such Losses under Section 10.01(a) ------ ---------------- exceeds the Threshold Amount, the Purchaser Indemnified Parties shall will be entitled to make a claim for indemnification for recover all Purchaser such Losses from to which they are entitled in excess of the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser BasketThreshold Amount. Notwithstanding any other provision of this Agreement, the The total aggregate amount of the liability of the Members Seller for Purchaser Losses (with respect any claims made pursuant to Section 10.01(a) other than indemnification claims ---------------- Claims arising under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), 4.19 (Environmental Matters) ("Environmental ------------- ------------- Claims") shall be limited to $3,000,000.00 (the Escrow Amount and any and all claims alleging"Purchaser Cap"); provided, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 ------ ------------- -------- however, that with respect to Environmental Claims the Fundamental Covenants) Purchaser Cap shall be made solely and exclusively under and in accordance with ------- increased by an additional $2,000,000 to $5,000,000 (the terms of this Article IX "Environmental Cap"), ----------------- and the Escrow Agreement and Seller shall be satisfied solely and exclusively from liable for one half (1/2) of the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability any Environmental Claims in excess of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Environmental Cap”). Notwithstanding anything to the contrary set forth herein; provided, the further, that -------- ------- total aggregate amount of the liability of the Members Company and the Seller for Purchaser Losses arising out of fraud or relating willful misconduct shall not be subject to any limits. Notwithstanding the P-Project foregoing, any indemnification amounts payable by the Sellers pursuant to this Article X will be reduced by any amounts --------- actually recovered by any Purchaser Indemnified Party under insurance policies or other collateral sources with respect to such Losses and the Purchaser shall be limited use Commercially Reasonable Efforts to the P-Project Capcollect any such amounts.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, Seller’s obligation to indemnify, defend and hold the Purchaser Buyer Indemnified Parties harmless shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses be limited as follows: (a) no amounts of indemnity shall be payable pursuant to Section 9.2(a) unless and until the aggregate amount Buyer Indemnified Parties shall have suffered Buyer Losses in excess of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $468,500 (the “Purchaser BasketDeductible Amount”)) in the aggregate, in which event case the Purchaser Buyer Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser recover only Buyer Losses from in excess of the first dollar of all Purchaser LossesDeductible Amount; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (i) Fundamental Obligations Representations or (ii) Fraud shall not not, in each case, be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Deductible Amount; (b) in no event shall the total aggregate amount of indemnity required to be paid by Seller pursuant to Section 9.2(a) exceed the liability of Cap Amount; provided, that the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly limitation set forth in this Article IX, the aggregate amount of Section 9.6(b) shall not apply to (i) Fraud (it being understood that there shall be no limitation on the liability of Indemnifying Parties directly or indirectly involved in any Fraud) or (ii) the Members for indemnification claims under matters referred in Section 9.1 for breach of 9.2(b) through Section 9.2(i); (c) no Losses may be claimed by any Buyer Indemnified Party pursuant to Section 9.2(h) or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price reimbursable by, Seller, other than Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the “Fundamental Obligation CapEnvironmental Threshold Amount”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of ) resulting from a single claim or relating to the P-Project shall be limited to the P-Project Cap.aggregated claims;

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX Section 9.1(a)(i), or Section 9.1(a)(ii) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $562,500 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Losses from in excess of $562,500. Notwithstanding the first dollar of all Purchaser Losses; provided, howeverforegoing, the Fundamental Obligations Purchaser Basket shall not be subject apply to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or related to fraud, willful misconduct or gross negligence or a breach of the Fundamental Representations, and the Seller Parties shall be liable for all Purchaser Losses with respect thereto. The Seller Parties’ aggregate liability for Purchaser Losses (i) relating to claims for indemnification under Sections 9.1(a)(i) and 9.1(a)(ii) shall not exceed an aggregate of $10,000,000 (the P-Project “Cap”), provided that the Cap shall not apply to claims with respect to breaches of the Fundamental Representations, claims based upon fraud or willful misconduct, or claims for breach of any covenant, agreement or undertaking under Sections 7.3 and 7.4 of this Agreement; and (ii) relating to items 1, 2, 3, 6 and 7 of Schedule 9.1(a)(v) of this Agreement shall not, when aggregated with Purchaser Losses described in the foregoing clause (i), exceed an aggregate of the Cap plus an additional $5,000,000 (the “Specific Indemnities Cap”). The Seller Parties’ aggregate liability for Purchaser Losses not limited by the Cap or the Specific Indemnities Cap shall not exceed the Purchase Price. (b) Notwithstanding anything contained herein to the contrary, all “material,” “Material Adverse Effect” and similar materiality type qualifications contained in the representations and warranties shall be limited ignored and not given any effect for the indemnification provisions of this Agreement for purposes of (i) determining the amount of any Losses incurred with respect to the P-Project Capindemnification provisions hereof, and (ii) determining whether the Purchaser Basket has been surpassed.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties : (a) Sellers shall not make a claim against any Member for indemnification under this Article IX only be liable for Purchaser Losses unless and until arising hereunder solely to the aggregate amount of extent that any such Purchaser Losses exceeds an exceed, in the aggregate, Twenty Thousand Dollars $20,000.00 (the "Norfolk Basket Amount"); provided, however, that Purchaser Losses arising under or pursuant to Sections 8.1(a), 8.1(b) and 8.1(d) of this Agreement shall not be subject to the Norfolk Basket Amount, nor shall the amount equal of any such Purchaser Losses be included with other Purchaser Losses in determining whether such Norfolk Basket Amount has been reached. (b) Purchaser shall only be liable for Norfolk Losses arising hereunder solely to the extent that any such Norfolk Losses exceed, in the aggregate, Twenty Thousand Dollars $20,000.00 (the "Horizon Basket Amount"). (c) The indemnification obligations of the Sellers hereunder shall not exceed in the aggregate one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”"Sellers' Cap Amount"), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations that Purchaser Losses arising under or pursuant to Sections 8.1(a), 8.1(b) and 8.1(d) of this Agreement shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Sellers' Cap Amount and there shall be no limitation on the total aggregate amount indemnification obligations of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 Sellers with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses arising under or pursuant to such provisions. (other than indemnification claims under Section 9.1 for breach of or inaccuracy d) The Indemnification obligations of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) Purchaser hereunder shall be made solely and exclusively under and not exceed in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount one-half of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”"Purchaser's Cap Amount"). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap.

Liability Limits. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, the Purchaser Indemnified Parties shall not make a claim against any Member the Shareholder for indemnification under this Article IX XI for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal $3.75 million (the "Purchaser Basket"), and in any event only to one-half the extent each individual Purchaser Loss or group of one percent (0.5%) related individual Purchaser Losses which arise out of the Purchase Price same event or occurrence exceeds $50,000 (or, if the event or occurrence giving rise to such Purchaser Loss occurs after the date hereof and on or before the Closing Date, $100,000) (the “Purchaser Basket”"Loss Threshold"), in which event the Purchaser Indemnified Parties shall be entitled to make a may claim for indemnification for all such Purchaser Losses from to the first dollar of all extent such Purchaser LossesLosses exceed $1.5 million (the "Purchaser Deductible"); provided, however, (i) the Fundamental Surviving Obligations, the Additional Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the Loss Threshold or the Purchaser Deductible, (ii) the first $5 million of Special Losses shall not be subject to any of the liability limits in this Section 11.5(a) (including, for the avoidance of doubt, the Purchaser Basket, the Loss Threshold, the Purchaser Deductible and the Purchaser Cap) and indemnification for the first $5 million of Special Losses shall not be counted for purposes of determining whether the Purchaser Cap has been exceeded and (iii) Special Losses exceeding $5 million (and only to the extent such Special Losses exceed $5 million) shall be counted for purposes of determining whether the Purchaser Cap has been exceeded (but, for the avoidance of doubt, shall not be subject to the Purchaser Basket, the Loss Threshold or the Purchaser Deductible). The total aggregate amount of the liability of the Members Shareholder for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to $25 million (the Escrow Amount and any and all claims alleging"Purchaser Cap"); provided, asserting or relating to Purchaser Losses however, that the Surviving Obligations (other than indemnification claims under Section 9.1 for breach Special Losses in excess of or inaccuracy of $5 million), the Fundamental Representation or indemnification claims under Section 9.1 with respect Additional Surviving Obligations and the Surviving Representations shall not be subject to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap.

Liability Limits. Notwithstanding anything to the contrary set forth hereinin this Agreement, but subject to the remainder of this Article 9, the Purchaser Sellers’ obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall not make be limited as follows: (a) except in the case of fraud and except in the case of any claim in respect of a claim against any Member for indemnification under this Article IX for Purchaser Losses Fundamental Representation or IP Representation, no indemnity shall be payable pursuant to Section 9.1(a)(i) unless and until the Buyer Indemnified Parties shall have suffered Buyer Losses in excess of [***] in the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser BasketThreshold Amount”), and in which event case the Purchaser Buyer Indemnified Parties shall be entitled to make a claim recover the full amount of such Threshold Amount of Buyer Losses; (b) in no event shall (i) the maximum aggregate indemnification amount required to be paid by the Sellers pursuant to Section 9.1(a)(i) (except in the case of fraud and with respect to breaches or inaccuracies of Fundamental Representations or IP Representations pursuant to Section 9.1(a)(i)) exceed the amount of the Indemnity Escrow Funds (the “Cap”), (ii) the maximum aggregate indemnification amount required to be paid by the Sellers pursuant to Section 9.1(a)(i) (except in the case of fraud) with respect to breaches or inaccuracies of the IP Representations exceed [***] and (iii) the maximum aggregate amount for indemnification for which Sellers will be liable under this Agreement (except in the case of fraud) with respect to all Purchaser Losses from matters exceed the first dollar amount of all Purchaser Losses; providedthe Purchase Price (including the Indemnity Escrow Amount), howeveror with respect to any particular Seller’s breach or inaccuracy, such Seller’s Pro Rata Percentage of the Purchase Price (including such Seller’s Pro Rata Percentage of the Indemnity Escrow Amount) (such amounts, as applicable, the Fundamental Obligations “Indemnification Cap”); provided that claims for fraud shall not be limited in any way, except that in the case of any claim of fraud of any Seller, the Buyer Indemnified Party may seek uncapped recovery against such Seller only, and in the case of fraud by the Company, the Buyer Indemnified Party may seek recovery only against all Sellers other than Best Buy in accordance with each such Seller’s Pro Rata Percentage adjusted to redistribute the Pro Rata Percentage of Best Buy among the other Sellers (such that, for the avoidance of doubt, the Buyer Indemnified Party is entitled to recover the full amount of any such claim from the Sellers other than Best Buy); (c) (i) the liability of each Seller with respect to Buyer Losses arising under Section 9.1(a) shall be several, and not joint, based on such Seller’s relative Pro Rata Percentage and (ii) no Seller shall have any liability for Buyer Losses arising under Section 9.1(b) except to the extent such Seller has made the representation, warranty or certification in Article 4 or any applicable certificate or made the covenant, agreement or undertaking in this Agreement or any applicable certificate, under which such Buyer Losses arise, and in the event that any representation, warranty, covenant or agreement of a particular Seller is breached in Article 4 or the applicable certificate, only the breaching Seller shall be liable to Buyer for Losses resulting from such breach; (d) notwithstanding anything set forth herein to the contrary, but subject to the Purchaser Basket. Notwithstanding provisions in Section 9.4(c), any other provision indemnification obligation of a Seller under this Agreement, Agreement shall be satisfied by each Seller in accordance with such Seller’s Pro Rata Percentage of Buyer Losses; (e) for purposes of computing the total aggregate amount of indemnifiable claims against any Indemnifying Party, the liability amount of each claim for Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the Members for Purchaser Indemnifying Party shall be limited to, the amount of such Losses that remain after deducting therefrom any Third Party insurance proceeds actually recovered from any Third Party with respect thereto and any indemnity, contributions or other similar payment actually recovered from any Third Party with respect thereto; (other than indemnification claims under Section 9.1 for breach f) the amount of or inaccuracy of the Fundamental Representations or indemnification claims under indemnity payable pursuant to Section 9.1 with respect to the Fundamental Covenants), any Buyer Loss shall be limited reduced to the Escrow Amount and extent such Buyer Loss is included as a specifically identified Current Liability in the final statement of Closing Working Capital; (g) except in the case of fraud, no Indemnifying Party shall be required to indemnify any and all claims allegingPerson for punitive, asserting special or relating exemplary damages, except to Purchaser Losses the extent actually paid in connection with a Third-Party Claim; (other than h) any Buyer Indemnified Party that becomes aware of a Loss for which it seeks indemnification claims under Section 9.1 for breach this Article 9 shall act in a commercially reasonable manner to mitigate such Loss in accordance with applicable Law; (i) in any case where a Buyer Indemnified Party recovers from any Third Party any amount in respect of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 a matter with respect to which the Fundamental CovenantsSellers have previously indemnified a Buyer Indemnified Party pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Sellers’ Representative (on behalf of the Sellers) the amount so recovered (net of any deductibles, costs of recovery and increase in premium payments); and (j) any indemnity payment under this Agreement shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except treated as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited an adjustment to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project CapU.S. federal income Tax purposes.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Buyer Indemnified Parties shall not make a claim against any Member Caterpillar for indemnification under this Article IX X for Purchaser Buyer Losses unless and until the aggregate amount of such Purchaser Buyer Losses exceeds an amount equal to one-half of one percent Three Hundred Fifty Thousand Dollars (0.5%$350,000) of the Purchase Price (the “Purchaser "Buyer Basket”"), in which event the Purchaser Buyer Indemnified Parties shall be entitled to make a may claim for indemnification for all Purchaser Buyer Losses from in excess of Three Hundred Fifty Thousand Dollars ($350,000). The total aggregate amount of Caterpillar's liability for Buyer Losses shall be limited to Ten Million Dollars ($10,000,000) (the first dollar of all Purchaser Losses"Buyer Cap"); provided, however, Section 10.1(b), the Fundamental Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this AgreementBuyer Cap. (b) In computing Buyer Losses and Company Losses, lost profits and opportunity costs shall not be recoverable, and recoverable actual damages shall include the total aggregate amount of necessary to return the liability of Indemnified Party to the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 same economic position it would have been in, with respect to out-of-pocket costs and expenditures, including the Fundamental Covenantspurchase price hereunder, absent the condition or event creating the loss, but otherwise shall not include consequential damages. By way of example, (i) if the Owned Real Property was required to be temporarily closed due to an occurrence described in Section 10.1(f), shall be limited Buyer Losses would include not only the cost of remediation, but also, for example, the cost of maintaining the facility during the closure, the cost of compensating non-productive employees during the closure and damages due third parties for non-performance by the Buyer as a result of the closure, and (ii) if the Buyer had to permanently stop operating the Escrow Amount and any and all claims alleging, asserting or relating Business due to Purchaser Losses (other than indemnification claims under Section 9.1 for a breach of or inaccuracy of a representation by the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IXCompany, Buyer Losses might include, for example, the aggregate amount of original purchase price hereunder plus out-of-pocket expenses incurred by the liability of Buyer in operating the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project CapBusiness.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Deductible”) in which event Buyer Indemnified Parties may claim indemnification for Buyer Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties liability of Buyer for indemnification or for any other claim by Seller under Section 11.1 of this Agreement shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until exceed the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent Two Hundred Fifty Thousand Dollars (0.5%) of the Purchase Price (the “Purchaser Basket”$250,000), except in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy case of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”)Representations. Notwithstanding anything to the contrary set forth herein, the total maximum aggregate amount liability of Seller and/or its Affiliates for indemnification or for any other claim by Buyer under Section 11.2 of this Agreement shall not exceed the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) for or in respect of services or liabilities incurred by Southern: (i) with respect to the recapture of any payment made under, or for any violation of, Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE or claims or cost reports filed by Southern thereunder, or to be filed; or (ii) for or in respect of any other claim or liability relating to any period prior to Closing, except in the case of the liability Fundamental Representations. The limitations contained in this Section 11.6 shall not apply to any indemnification claims arising under Section 11.1(i) or Section 11.2(i) as a result of the Members for Purchaser Losses arising out any Actual Fraud of Buyer or relating to the P-Project shall be limited to the P-Project CapSeller, respectively.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein: (i) the Seller shall have no liability pursuant to Section 8.1(a) for any individual claim (or group of related claims arising out of the same series of facts, conditions or events) unless the Buyer Losses in respect of such claim or group of related claims exceeds $37,500 (such amount, the Purchaser “Buyer Mini-Basket”) (after which, subject to the terms, conditions and limitations otherwise set forth in this Article VIII, the Seller shall be liable for the full amount of such Buyer Losses); (ii) the Buyer Indemnified Parties shall not make a claim against any Member the Seller for indemnification under this Article IX Section 8.1(a) for Purchaser Buyer Losses unless and until the aggregate amount of such Purchaser Buyer Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $1,670,000 (the “Purchaser Buyer Basket”), in which event case the Purchaser Indemnified Parties Seller shall be entitled to make a claim liable only for indemnification for all Purchaser such Buyer Losses from in excess of $835,000 (the first dollar of all Purchaser Losses“Buyer Basket Tipping Point”); provided, howeverthat solely with respect to any such claim for a breach of any representation or warranty for which the Seller delivers a Supplement pursuant to Section 5.5(b), the Fundamental Obligations Buyer Basket shall not be subject deemed to equal $4,125,000 and the Purchaser Basket. Notwithstanding any other provision of this Agreement, Buyer Basket Tipping Point shall be deemed to equal $2,062,500; and (iii) the total aggregate amount of the liability of the Members Seller for Purchaser Buyer Losses (other than indemnification claims under pursuant to Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), 8.1(a) shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount $16,700,000 (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Buyer Cap”). Notwithstanding anything to the contrary set forth herein, the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15(d), Section 3.15(e), and Section 3.17 shall not be subject to the Buyer Mini-Basket, the Buyer Basket or the Buyer Cap; provided, that the total aggregate amount of the liability of the Members Seller for Purchaser Buyer Losses arising out of or relating to the P-Project under Section 3.15(d), Section 3.15(e), and Section 3.17 shall be limited to $167,000,000; provided, further, that in no event shall the P-Project CapSeller be responsible for any liability under this Agreement in an amount in excess of the proceeds received by it hereunder. (b) The amount of any and all Losses under this Article VIII shall be determined net of any amounts actually recovered pursuant to any insurance, indemnity, reimbursement arrangement, or similar contract or other recovery available to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (in each case, net of any fees, expenses or Taxes incurred in connection therewith, including increased premiums) (each, an “Alternative Recovery”). The Indemnified Party will, subject applicable Law and Contract, use commercially reasonable efforts to seek recovery under all such Alternative Recoveries with respect to any Loss to substantially the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder; provided, that the foregoing clause shall not be deemed to require that any Indemnified Party commence, defend or participate in litigation. In the event that the Indemnified Party receives recovery of any amount pursuant to an Alternative Recovery for which it has already been indemnified by the Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount to the Indemnifying Party. (c) All 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. No Losses may be recovered under this Article VIII to the extent such Losses were taken into account as Closing Indebtedness, Closing Transaction Expenses or Closing Aggregate Deferred Revenue in the adjustment of the Purchase Price pursuant to Section 2.6. No Indemnified Party will have any right to make a claim for any Loss under this Article VIII except to the extent such Indemnified Party believes in good faith that it is reasonably likely to, in fact, incur such Loss, and in no event can any Indemnified Party recover under this Article VIII unless and until a Loss is actually incurred. (d) In no event shall any party hereto have any liability under any provision of this Agreement or any Ancillary Agreement for any (i) punitive or exemplary damages, (ii) unforeseeable consequential or unforeseeable special damages or (iii) any damages based on a multiple of earnings, in each case except to the extent paid or required to be paid by an Indemnified Party to a third party.