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. (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 (a) The total aggregate amount of the contrary set forth herein, Liability of the Purchaser Indemnified Parties applicable Indemnifying Party shall not make a claim against exceed the applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII for 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 $100,000 (the “Purchaser BasketMinimum Claim Amount”), in after which event the Purchaser applicable Indemnified Parties Party shall be entitled obligated for such aggregate Losses, including, but not limited to make a claim for indemnification for all Purchaser Losses the Minimum Claim Amount, from the first dollar dollar, in an amount not to exceed the applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect 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), Loss shall be limited to the Escrow Amount amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any and all claims allegingindemnity, asserting contribution or other similar payment received by the Indemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (c) In no event shall any Indemnifying Party be liable to any Indemnified Person for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to Purchaser Losses (other than indemnification claims under Section 9.1 for the breach or alleged breach of this Agreement or inaccuracy any Transaction Document, or diminution of value or any damages based on any type of multiple (except to the Fundamental Representation or indemnification claims under Section 9.1 extent such types of damages constitute losses to a third party as a result of any Claim). (d) The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the Fundamental Covenants) shall be made solely and exclusively under and in accordance with indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Person’s actual receipt of insurance proceeds related thereto, the Indemnified Person shall, if permissible by the terms of this Article IX the applicable policy, assign its right to such insurance and allow the Escrow Agreement Indemnifying Party to pursue collection of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Person subsequently receives such insurance proceeds, then the Indemnified Person shall promptly pay to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be satisfied solely required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (i) such loss would not have arisen but for the enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Authority after the Closing Date or any change in any generally accepted accounting principles after the Closing Date, including in each case any legislation or change which takes effect retrospectively, (ii) such loss has arisen as a result of any act or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, practices or methodologies) and exclusively to the extent of any loss arising from any breach by the Escrow Amount party seeking indemnification of its obligations under this Agreement or the other Transaction Documents (in each case provided such party’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the “Purchaser Cap”). Except as expressly set forth in this Article IXClosing Date, directly or indirectly, to the aggregate amount benefit of the liability party seeking indemnification, as a direct result of the Members for indemnification claims under Section 9.1 for breach of act, matter, omission or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect circumstance giving rise 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 (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 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 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. Notwithstanding anything to the contrary set forth hereinin this Agreement, the Purchaser KHC Indemnified Parties shall not make a claim against any Member the Company or the Company Shareholders for indemnification under this Article IX VI or for Purchaser Losses a breach of any representation, warranty or covenant under this Agreement, unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of costs and damages incurred by all KHC Indemnified Parties exceed one percent hundred fifty thousand dollars (0.5%$150,000) of the Purchase Price (the “Purchaser Basket”"Floor"), in which event the Purchaser KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be entitled to make a claim the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders 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 contractual indemnity or breach 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 . The KHC Indemnified Parties further acknowledge that this agreement establishing an exclusive contractual remedy was a material inducement 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 Company Shareholders in accordance with the terms of entering into 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 CapAgreement.

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. 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 herein, the Purchaser (a) The PRGX Indemnified Parties shall not make a claim against any Member for have no right to indemnification under this Article IX Sections 7.1(a) and (d) for Purchaser PRGX Losses unless and until the aggregate amount of such Purchaser PRGX Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price exceed $40,000 (the “Purchaser Company Basket”), in which event the Purchaser PRGX Indemnified Parties shall be entitled to make a may only claim for indemnification for all Purchaser that amount by which the PRGX Losses from exceed in aggregate the first dollar of all Purchaser LossesCompany Basket; provided, however, that the Fundamental Obligations Surviving Representations of the Companies and Shareholders shall not be subject to the Purchaser Company Basket. Notwithstanding The Company Indemnified Parties shall have no right to indemnification under Section 7.2(a) for Company Losses unless and until the aggregate amount of such Company Losses exceed $40,000 (the “PRGX Basket”), in which event the Company Indemnified Parties may only claim indemnification for that amount by which the Company Losses exceed in aggregate the PRGX Basket; provided, however, that the Surviving Representations of the PRGX Parties shall not be subject to the PRGX Basket. (b) The total aggregate amount of the liability of the Companies and the Shareholders for PRGX Losses with respect to any other provision of this Agreementindemnification claims made pursuant to Section 7.1(a) and (d) shall be limited to $3,000,000; 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 Companies and the Escrow Agreement and Shareholders for PRGX Losses arising out of fraud or the Surviving Representations shall not be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”)subject to any such limit. Except as expressly set forth in this Article IX, the The total aggregate amount of the liability of the Members PRGX Parties for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 Company Losses with respect to the Fundamental Covenants any indemnification claims made pursuant to Section 7.2(a) shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein$3,000,000; provided, however, that the total aggregate amount of the liability of the Members PRGX Parties for Purchaser Company Losses arising out of fraud or relating the Surviving Representations shall not be subject to any such limit. (c) No Party will be entitled to be indemnified with respect to any claim to the P-Project extent that the matter that is the subject of the claim was taken into account in determining the Final Working Capital Schedule or that was raised and resolved by written agreement of the Parties or though the dispute resolution procedures set forth in Section 2.3. No Party will be obligated to indemnify any other Party with respect to any claim that relates to or PRGX Losses or Company Losses, as applicable, resulting from the passing of or change in any legal requirement or any accounting policy, principle or practice after the Closing Date. (d) The PRGX Indemnified Parties will not be entitled to indemnification under this Article 7 for PRGX Losses caused or aggravated by the operation of the Target Business following the Closing Date or caused or aggravated by acts or omissions by the PRGX Indemnified Parties or their Affiliates following the Closing Date, in any case, that are unreasonable, grossly negligent or in violation of this Agreement (it being understood that compliance with applicable law shall in no event be deemed to be unreasonable, grossly negligent or in violation of this Agreement). (e) No Party shall be limited required to indemnify the Pother Parties with respect to any special, punitive, exemplary or consequential damages other than with respect any such damages that are successfully recovered by a third party. (f) The amount of any claim for which indemnification is provided under this Article 7 shall be net of any (i) Tax benefits actually available to an Indemnified Party with respect to such claim or (ii) amounts actually recovered by an Indemnified Party from third parties, including amounts collected under insurance policies, that reduce the overall impact of such claim. (g) To the extent that any breach of a representation, warranty, covenant or agreement by the Shareholders, on one hand, or the PRGX Parties, on the other hand, is capable of cure, the non-Project Capbreaching Party will afford the breaching Party a reasonably opportunity (which will not be less than 10 days) to cure such breach and provide reasonable assistance (including access to buildings, office, book and records, properties, assets and employees) in connection with such cure.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the (a) The Purchaser Indemnified Parties shall may not make a claim against any Member for indemnification under this Article IX Section 10.1 for Purchaser Losses unless and until the aggregate amount of Purchaser Losses for which the Purchaser Indemnified Parties are entitled to seek indemnification under this ARTICLE X (excluding, in the case of breaches of the [****], the [****] portion of such Purchaser Losses for which the Equity Holders are responsible in accordance with Section 10.5(b)) exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price [****] (the “Purchaser BasketDeductible”), in which event the case, such Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from in excess of (but not including) such amounts. Notwithstanding the first dollar foregoing, in no event shall the Deductible apply to (i) any claims with respect to breaches of all Purchaser Losses; providedFundamental Representations and Warranties or the [****], however(ii) [****], (iii) any claims for fraud or intentional misrepresentation or claims involving the Fundamental Obligations shall not be subject to the Purchaser Basket. filing of formal charges for criminal misconduct, or (iv) for avoidance of doubt, any indemnification claims under Section 6.15 or Sections 10.1(b-f). (b) Notwithstanding any other provision of this Agreement, hereof to the total aggregate amount of contrary: (i) any claims by the liability of the Members Purchaser Indemnified Parties for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy breaches of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), [****] shall be limited to borne [****] by the Escrow Amount Purchaser 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 [****] 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 IX, Equity Holders until the aggregate amount of the liability Purchaser Losses caused by any breaches of the Members [****] (excluding the [****] portion for which the Equity Holders are responsible), when aggregated with any other Purchaser Losses for which the Purchaser Indemnified Parties are entitled to seek indemnification claims under Section 9.1 for breach ARTICLE X (except as set forth in the following clause (ii)), exceed the Deductible; and (ii) the maximum aggregate amount of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect Damages that may be collected pursuant to the Fundamental Covenants [****] (without giving effect to the Deductible) shall be limited to the Purchase Price [****] (the “Fundamental Obligation CapSubcap”). Notwithstanding anything , it being acknowledged and agreed that no such indemnification claims subject to the contrary set forth hereinSubcap under this Section 10.5(b)(ii) shall apply toward the Deductible. For the avoidance of doubt, following the Purchaser Losses in respect of [****] exceeding the Subcap and the aggregate Purchaser Losses exceeding the Deductible, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating shall be entitled to seek any additional Damages that may be incurred in relation to the P-Project shall be limited [****], pursuant to the P-Project Cap.this ARTICLE X.

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. (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. 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. 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 be limited as follows: (a) The Buyer Indemnified Parties shall not make a claim against any Member Seller for indemnification under this Article IX for Purchaser Losses VIII unless and until the aggregate amount Buyer Indemnified Parties shall have suffered indemnifiable Losses in excess of such Purchaser Losses exceeds an amount equal to one-half of one percent Fifteen Million Dollars (0.5%$15,000,000) of the Purchase Price (the “Purchaser BasketBuyer Deductible”)) in the aggregate, in which event case the Purchaser Buyer Indemnified Parties shall be entitled to make recover only Losses in excess of the Buyer Deductible; provided, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by or included in calculating the Buyer Deductible other than Losses in excess of Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold Amount”) resulting from a single claim for indemnification for all Purchaser Losses from or aggregated claims arising out of the first dollar of all Purchaser Lossessame facts, events or circumstances; provided, however, the Fundamental Obligations that any Losses arising under Section 8.1(a) with respect to any breach or inaccuracy of Section 3.6 shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Threshold Amount but shall be subject to the total Buyer Deductible; (b) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to this Article VIII exceed One Hundred Million Dollars ($100,000,000) (the liability “Buyer Cap”); (c) for purposes of computing the Members for Purchaser aggregate amount of claims against Seller, the amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to this Article VIII 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 than indemnification claims under Section 9.1 for breach of similar payment payable by any third party with respect thereto, but only to the extent such proceeds, contributions or inaccuracy of the Fundamental Representations payments are actually received by a Buyer Indemnified Party, and (ii) any net Tax benefit actually recognized by a Buyer Indemnified Party or indemnification claims under Section 9.1 any Affiliate thereof with respect to the Fundamental Covenants)Losses or items giving rise to such claim for indemnification, shall be limited with such net Tax benefit (if any) being determined by properly taking into account any adverse Tax consequences to the Escrow Amount and a Buyer Indemnified Party or 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 Affiliate thereof with respect to the Fundamental Covenantsreceipt of such indemnification payments from Seller; (d) in any claim for indemnification under this Agreement, Seller shall not be made solely and exclusively 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, other than special, exemplary or consequential damages actually paid to a Person other than a Buyer Indemnified Party; (e) no Indemnifying Party shall have any liability under and in accordance with the terms of this Article IX and VIII to indemnify any Indemnified Party with respect to a Loss to the Escrow Agreement and extent that the Loss arose from any action taken directly or indirectly by any Indemnified Party on or after the Closing Date; (f) no Party shall be satisfied solely and exclusively have any liability for any Loss which would not have arisen but for any alteration or repeal or enactment of any Law after the Closing Date; (g) Seller 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 or its Affiliates after the Closing Date, other than such changes in accounting policies to the extent but only to the extent the Financial Statements are not in compliance with GAAP as in effect on the date of the Financial Statements; (h) in any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which Seller has indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the Escrow Amount amount so recovered (after deducting therefrom the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate full amount of the liability expenses incurred by it in procuring such recovery), but not in excess of the Members for indemnification claims under Section 9.1 for breach sum of (i) any amount previously so paid by Seller to or inaccuracy on behalf of the Fundamental Representations Buyer Indemnified Party in respect of such matter, and (ii) any reasonable amounts expended by Seller in pursuing 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 defending any third party claim arising out of or relating to the P-Project shall be limited to the P-Project Cap.such matter;

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 herein, the Purchaser Indemnified Parties : (a) The Sellers and Shareholders 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 amount equal to one-half of one percent exceed, in the aggregate, One Hundred Thousand Dollars (0.5%$100,000) of the Purchase Price (the “Purchaser Basket”"SAI 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, that Purchaser Losses arising under or pursuant to Sections 5.8(c) or 8.1 (a), (c) and (d) of this Agreement, arising under or incurred in connection with any of the Fundamental Obligations matters listed on Exhibit 1.10(g) hereto, or arising out of or relating to any of the pending, threatened or other claims identified on Annex 3.9 to the Sellers Disclosure Letter shall not be subject to the SAI Basket Amount, nor shall the amount of any such Purchaser Basket. Notwithstanding any Losses be included with other provision Purchaser Losses in determining whether such SAI Basket Amount has been reached. (b) The indemnification obligations of the Sellers and Shareholders hereunder shall not exceed in the aggregate Three Million Dollars ($3,000,000) (the "Sellers' Cap Amount"); provided, however, that Purchaser Losses arising under or pursuant to Sections 5.8(c) or 8.1 (a), (c) and (d) of this Agreement, the total aggregate amount arising under or incurred in connection with any of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of matters listed on Exhibit 1.10(g) hereto, 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 any of the P-Project pending, threatened or other claims identified on Annex 3.9 to the Sellers Disclosure Letter shall not be subject to the Sellers' Cap Amount and there shall be limited no limitation on the indemnification obligations of the Sellers with respect to Purchaser Losses arising under or pursuant to such provisions. (c) For purposes of the P-Project Capindemnification obligations of the Sellers under this Article 8 and the applicable representations and warranties of the Sellers and Shareholders set forth in Article 3 hereof (but not for purposes of determining the satisfaction of the conditions set forth in Section 6.2(a) and (b) hereof), a Purchaser Loss or series of related Purchaser Losses shall be deemed to have a Material Adverse Effect on the Business if such Purchaser Loss or series of related Purchaser Losses exceeds Twenty Thousand Dollars ($20,000); provided, however, that for purposes of determining the satisfaction of the SAI Basket Amount under Section 8.5(a), all representations, warranties, covenants, agreements or undertakings referred to in Section 8.1 (b) and (c) hereof shall be read so as to exclude therefrom the term "material" (or similar works of like import) and the effect thereof under this Article 8.

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 the aggregate amount with respect to any claims made pursuant to Section 8.1(a) shall be limited to 50% 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, that the Fundamental Obligations liability of the Seller Parties for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to such limitation. (b) In addition to the Purchaser Basket. Notwithstanding any other provision of this Agreementlimitation set forth in Section 8.5(a) above, the total aggregate amount of the liability of the Members Seller Parties 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 8.1(a) shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses THREE HUNDRED THOUSAND THREE HUNDRED FIFTY 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$300,350) 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 CapCap Amount”). Except as expressly set forth in this Article IX; provided, the aggregate amount of however, that 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 Parties for Purchaser Losses arising out of fraud or relating the Surviving Representations shall not be subject to the P-Project Cap Amount (however, in such event, the maximum amount of Purchaser Losses that the Purchaser Indemnified Parties shall be limited entitled to recover from each Seller Party under this Article VIII (including Purchaser Losses arising out of the Surviving Representations) shall not exceed the aggregate portion of the 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 fifteen (15) months after the Closing Date shall be released to the P-Project CapSellers; provided, however, that the Escrow Agent shall continue to hold any funds that are the subject of asserted but unresolved claims pursuant to the terms of the Escrow Agreement. (d) The Purchaser shall obtain an insurance policy in respect of breaches or inaccuracies of the representations and warranties made in Article II hereof (such insurance policy, the “R&W Insurance Policy”). The Parties intend for the R&W Insurance Policy to be the sole and exclusive remedy in respect of Purchaser Losses for indemnification under Section 8.1(a) other than the Indemnification Escrow Fund and that the Seller Parties shall not have aggregate liability in respect of Purchaser Losses under Section 8.1(a) in excess of the Cap Amount, in each case, except in the case of Purchaser Losses arising out of fraud or the Surviving Representations. The Purchaser shall use commercially reasonable efforts to ensure that the R&W Insurance Policy expressly provides that insurer thereunder shall have no subrogation rights to pursue any claim against the Seller Parties other than with respect to fraud.

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. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member the Company or the Shareholder for indemnification under this Article IX for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an Five Million Dollars ($5,000,000) (the “Deductible”) and then only to the extent that Purchaser Losses exceed the Deductible; provided, however, the Surviving Obligations and the Shareholder’s obligations pursuant to with respect to any breach or inaccuracy of any representation or warranty in (Absence of Certain Changes) or (Tax Returns; Taxes) or pursuant to , , or shall not be subject to the Deductible. For the avoidance of doubt, payments made by Purchaser pursuant to the Environmental Agreement shall not be considered Purchaser Losses and shall not be counted towards the Deductible. The total aggregate amount equal of the liability of the Shareholder for Purchaser Losses shall be limited to one-half of one fifteen (15) percent (0.5%) of the Purchase Price (the “Purchaser BasketCap”), 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 Surviving Obligations and the Shareholder’s obligations pursuant to with respect to any breach or inaccuracy of any representation or warranty in (Absence of Certain Changes), (Tax Returns; Taxes), (Compliance with Laws), or (Environmental, Health and Safety Matters), or pursuant to , , Section 9.1(e), , or shall not be subject to the Purchaser BasketCap. Notwithstanding any other provision For purposes of this Agreement, determining the total aggregate amount of the liability of the Members for any such Purchaser Losses (other than indemnification claims under Section 9.1 but not for breach the purpose of determining the existence of any breach, misrepresentation or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 inaccuracy) with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting representation or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy warranty of the Fundamental Representation Shareholder, any qualification as to materiality 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 Material Adverse Effect 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 any such representation or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants warranty 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 Capdisregarded.

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. 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: (a) Subject to Section 11.05(c) below, the Purchaser Buyer Indemnified Parties shall not make a claim against be entitled to recover any Member for indemnification Buyer Losses under this Article IX for Purchaser Losses Section 11.01(a) unless and until the aggregate amount of such Purchaser Buyer Losses exceeds an amount equal for which Buyer Indemnified Parties would otherwise be entitled to one-half of one percent (0.5%indemnification under Section 11.01(a) of the Purchase Price exceed $100,000 (the “Purchaser BasketDeductible”), in at which event the Purchaser point Buyer Indemnified Parties shall be become entitled to make a claim be indemnified for all such Losses incurred by Buyer Indemnified Parties in excess of the Deductible. (b) Subject to Section 11.05(c), the aggregate liability of each Seller for indemnification for all Purchaser under Section 11.01(a) shall not exceed 50% of the aggregate Purchase Price paid by the Buyer to the particular Seller. (c) The limitations in subsections (a) and (b) of this Section 11.05 shall not apply to any Buyer Losses recoverable by Buyer Indemnified Parties as a result of any breach of a Seller Fundamental Representation or any Buyer Losses resulting from any actual fraud or intentional and willful misrepresentation by the first dollar Sellers. (d) If any Buyer Losses or Seller Losses sustained by an Indemnified Party are covered by an insurance policy, or an indemnification, contribution, or similar obligation of all Purchaser Lossesanother 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, the Fundamental Obligations that no Indemnified Party shall not be required to institute any legal proceeding against any third party. 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 indemnification under Section 11.01 (Indemnification Obligations of the liability Sellers) or Section 11.02 (Indemnification Obligations 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 CovenantsBuyer), 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 or inaccuracy 11.01 (Indemnification Obligations of the Fundamental Representation Sellers) or indemnification claims under Section 9.1 with respect 11.02 (Indemnification Obligations of Buyer), as applicable, such Indemnified Party shall refund to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with Indemnifying Party 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 such insurance proceeds or inaccuracy of the Fundamental Representations indemnity, contribution, or indemnification claims under Section 9.1 with respect similar payments, up 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 Capactually received in connection with such indemnification claim.

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. (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. (a) Notwithstanding anything to the contrary set forth hereinin this Agreement, except with respect to the Purchaser Extended Representations and Fundamental Representations (to which subclauses (i) and (ii) of this Section 9.5(a) shall not apply), (i) the Parent Indemnified Parties shall not make a claim against any Member the Stockholders or Optionholders for indemnification under this Article IX Section 9.1(a) hereof for Purchaser Parent Losses unless and until the aggregate amount of such Purchaser Parent Losses under Section 9.1(a) hereof exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $815,500 (the “Purchaser BasketParent Threshold”), in which event and if such Parent Losses exceed the Purchaser Parent Threshold, the Parent Indemnified Parties shall be entitled to make a the entire amount of all such Parent Losses, subject to the other provisions of this Agreement; and (ii) the right of the Parent Indemnified Parties to recover for any Parent Losses pursuant to Section 9.1(a) hereof shall not exceed $24,375,000.00 (the “Cap”). Notwithstanding the foregoing, the Parent Indemnified Parties shall be entitled to recover for, and the Parent Threshold and the Cap shall not apply to any Parent Losses with respect to any breach of or inaccuracy in any of the Extended Representations or Fundamental Representations or any claim against the Stockholders or Optionholders for indemnification for all Purchaser Losses from under any of the first dollar provisions of all Purchaser LossesSection 9.1 other than Section 9.1(a); provided, however, that (x) 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 Stockholders and Optionholders under this Agreement (including for Purchaser the avoidance of doubt Section 10.6), any Ancillary Agreement or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the transactions contemplated hereby, shall not exceed the Aggregate Merger Consideration, and in no event shall any Stockholder or Optionholder be liable for any amount in respect of Parent Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy in excess of the Fundamental Representations Aggregate Merger Consideration proceeds actually received by such Stockholder or indemnification claims Optionholder, (y) no individual Stockholder or Optionholder shall be liable for any amount in excess of such Stockholder’s or Optionholder’s Allocation Percentage of any particular Parent Loss under this Agreement (including for the avoidance of doubt Section 9.1 with respect to the Fundamental Covenants10.6), any Ancillary Agreement or any other agreements, certificates or other instruments executed and delivered in connection with this Agreement or the transactions contemplated hereby, and (z) no Stockholder or Optionholder shall be limited liable to any Parent Indemnified Party: (A) for the Escrow Amount and breach by any and all claims alleging, asserting other Stockholder or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy Optionholder of the Fundamental Representation representations, warranties, covenants and agreements of such other Stockholder 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 Optionholder set forth in this Article IXAgreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the aggregate amount transactions contemplated hereby), including, for the avoidance of doubt, any failure by any such other Stockholder or Optionholder to comply with its obligations under Section 6.15 hereof, (B) if any representations, warranties, covenants and agreements made by any other Stockholder or Optionholder in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the liability transactions contemplated hereby) are ultimately determined to be unenforceable against such other Stockholder or Optionholder, or if any such agreements, certificates or other instruments (including any Letter of Transmittal) are ultimately determined not to comply with any applicable Laws, or (C) fraud by any other Person (in which case a claim for actual fraud may be asserted solely against the Members Person who committed such actual fraud and no other Stockholder or Optionholder shall be liable for the actual fraud committed by such other Person), and notwithstanding anything to contrary in this Agreement (including Section 9.5(b)), any claim 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 breaches of any representations, warranties, covenants and agreements made by a particular Stockholder or Optionholder in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the Fundamental Covenants transactions contemplated hereby), or with respect to any alleged actual fraud committed by a particular Stockholder or Optionholder, must be asserted by the Parent Indemnified Parties directly against such particular Stockholder or Optionholder directly, and not against the Escrow Fund. (b) Subject to the limitations in Section 9.5(a), all claims for indemnification for Parent Losses shall be limited paid first, from the Escrow Fund until the Escrow Fund is depleted and then by the Stockholders and Optionholders, severally and not jointly and pro rata in proportion to their respective Allocation Percentages. (c) Any material, materiality, “Material Adverse Effect” or “Company Material Adverse Effect” qualifications in the Purchase Price (representations, warranties, covenants and agreements shall be disregarded for purposes of calculating the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Parent Losses arising out of or relating to the P-Project shall be limited to the P-Project Caphereunder.

Liability Limits. (a) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member Seller for indemnification under this Article IX for Purchaser Losses unless and until until, and only to the extent that, the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price $450,000 (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 the first dollar in excess of all Purchaser Losses$450,000; provided, however, the Fundamental that Purchaser Losses related to Surviving Obligations shall not be subject to the Purchaser Basket nor shall they be included in calculating the Purchaser Basket. Notwithstanding any other provision of this Agreement, the The total aggregate amount of the liability of Holdco and the Members Sellers 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 $11,000,000 (the “Purchaser Cap”). Except as expressly set forth in this Article IX; provided, 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 however, that Purchaser Losses arising from Surviving Obligations shall not be subject to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Purchaser Cap”). Notwithstanding anything to the contrary set forth herein, in no event shall the total aggregate amount of the liability of the Members Sellers and Holdco for indemnification pursuant to this Article IX exceed the amount equal to the Maximum Cap. (b) The Purchaser Indemnified Parties shall not be entitled to indemnification under this Article IX for Purchaser Losses arising out of or relating to the P-Project extent such Purchaser Losses were (i) reflected as a liability on the Final Working Capital Schedule or (ii) included on the Closing Date Expense Statement or the Closing Date Indebtedness Statement and, with respect to the foregoing clause (ii), were paid at Closing. (c) Any indemnification obligation of the Sellers pursuant to this Article IX shall be limited satisfied first from the Escrow Fund, and if the Escrow Fund is insufficient, at the sole discretion of the Purchaser, (a) by Holdco and/or (b) by each of the Sellers on a several and not joint basis; provided that: (i) each Non-Individual Seller’s liability for any Purchaser Loss shall not exceed such Non-Individual Seller’s Seller Percentage of such Purchaser Loss, and in the event a Non-Individual Seller indemnifies a Purchaser Indemnified Party for a Purchaser Loss, such indemnification payment shall, with respect to such Purchaser Loss, reduce, dollar-for-dollar, the indemnification limits under Section 9.5(c)(ii) or Section 9.5(c)(iii), as applicable, of the Individual Seller to which such Non-Individual Seller is a Related Party; (ii) each Individual Seller’s liability for any Purchaser Loss shall not exceed such Individual Seller’s Indemnification Percentage of such Purchaser Loss, and in the event that an Individual Seller indemnifies a Purchaser Indemnified Party in an amount equal to such Individual Seller’s Indemnification Percentage of such Purchaser Loss, the Purchaser Indemnified Party may not seek indemnification from such Individual Seller’s Related Parties as a result of such Purchaser Loss; and (iii) each Individual Seller is responsible for 100% of any Purchaser Loss arising under Section 9.1(a) with respect to a breach by such Individual Seller or such Individual Seller’s Related Party of any representation in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, or 5.7. Notwithstanding the foregoing, the Purchaser may, at its sole discretion, set off any obligation of the Sellers for Purchaser Losses pursuant to this Article IX from any Earnout Amount payable to Holdco pursuant to the P-Project CapEarnout Agreement. In no event shall the Purchaser be entitled to use any of the funds held in the Escrow Fund to satisfy any of its indemnification obligations to any Seller Indemnified Party. (d) The amount of Purchaser Losses otherwise payable to the Purchaser Indemnified Parties pursuant to this Article IX shall be net of any insurance proceeds actually received by the Purchaser Indemnified Parties with respect to such Purchaser Losses under insurance policies maintained by the Company prior to the date hereof. (e) No Purchaser Loss or Seller Loss shall include punitive damages (unless required to be paid by the Indemnified Party in respect of a Third Party Claim).

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. 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 , (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 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) 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 herein, : (a) The liability of the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX Companies and the Owners for Purchaser Losses unless and until the aggregate amount with respect to any claims made pursuant to Section 7.1(b) shall be limited to 50% 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, that the Fundamental Obligations liability of the Companies and the Owners for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the such limitation. (b) The total aggregate amount of the liability of the Members Companies and the Owners 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(b) shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses ONE HUNDRED AND 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) 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 $150,000)(the “Purchaser CapCap Amount”). Except as expressly set forth in this Article IX; provided, the aggregate amount of however, that the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of Companies 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 Owners for Purchaser Losses arising out of fraud or relating the Surviving Representations shall not be subject to the P-Project Cap Amount. Any funds remaining in the Indemnification Escrow Fund on the date that is eighteen (18) months after the Closing Date shall be limited released to the P-Project CapCompanies; provided, however, that the Escrow Agent shall continue to hold any funds that are the subject of asserted but unresolved claims pursuant to the terms of the Escrow Agreement. (c) The Purchaser shall obtain, at its sole expense, an insurance policy in respect of breaches or inaccuracies of the representations and warranties made in Article 3 hereof (such insurance policy, the “R&W Insurance Policy”). The Parties intend for the R&W Insurance Policy to be the sole and exclusive remedy in respect of Purchaser Losses for indemnification under Section 7.1(b) other than the Indemnification Escrow Fund and that none of the Companies or the Owners shall have aggregate liability in respect of Purchaser Losses under Section 7.1(b) in excess of the Cap Amount, in each case, except in the case of Purchaser Losses arising out of fraud or the Surviving Representations. The Purchaser shall use commercially reasonable efforts to ensure that the R&W Insurance Policy expressly provides that insurer thereunder shall have no subrogation rights to pursue any claim against the Companies or the Owners other than with respect to fraud. (d) For purposes of this Article 7, any inaccuracy or breach of any representation or warranty (other than Section 3.6 and clause (a) of Section 3.8) shall be determined without regard to materiality, “material adverse effect” or other similar qualification contained in or otherwise applicable to such representation or warranty.

Liability Limits. (a) The Buyer Indemnified Parties shall not be entitled to indemnification for Buyer Losses pursuant to Section 8.2(a) unless and until the aggregate amount of such Buyer Losses exceeds $250,000, in which event the Buyer Indemnified Parties may only claim indemnification for such Buyer Losses that exceed $250,000; provided, however, that the foregoing limitation shall not apply to any breach of any Core Representation, the S.P.A.R.K. Representation or the representations and warranties set forth in Section 4.25 (Brokers, Finders and Investment Bankers). (b) Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member maximum aggregate liability of Seller and Parent for Buyer Losses with respect to claims for indemnification under this Article IX for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal pursuant to one-half of one percent (0.5%Section 8.2(a) shall be 35% 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 LossesPrice; provided, however, that the Fundamental Obligations foregoing limitation 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)any Core Representation, 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 which shall be limited to the Purchase Price Price. In addition, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and Parent for Buyer Losses with respect to claims for indemnification pursuant to Section 8.2(a) for breach of the S.P.A.R.K. Representation shall be $3,000,000. (the “Fundamental Obligation Cap”). c) Notwithstanding anything to the contrary set forth herein, the total maximum aggregate liability of Parent for Buyer Losses with respect to claims for indemnification (i) pursuant to Section 8.2(a) or (ii) pursuant to Sections 8.2(b) through (e) for any breach, non-performance, action or omission by Seller or any of its predecessors shall be the Purchase Price. For the avoidance of doubt, this clause (c) shall in no event limit any liability of Seller under this Article VIII or limit any liability of Parent under this Article VIII for Buyer Losses with respect to claims for indemnification pursuant to Sections 8.2(b) through (e) for any breach, non-fullfillment, action or omission by Parent (as opposed to Seller) or any of its predecessors (other than Seller, to the extent, if any, Seller is deemed a predecessor of Parent for any reason). (d) The amount for which any Indemnifying Party shall be liable under this Article VIII to an Indemnified Party shall be net of (i) any insurance proceeds received by an Indemnified Party under insurance policies relating to such Damages (provided, however, that the Indemnified Party shall use commercially reasonable efforts to seek a claim or suit for any such proceeds to which it may be entitled under such insurance policies); and (ii) any net Tax benefit available to the Indemnified Party as a result of the liability of Damages and any payments made by the Members for Purchaser Losses arising out of or relating Indemnifying Party to the P-Project shall be limited to the P-Project CapIndemnified Party.

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. 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 to the contrary set forth hereinin this Agreement, the Purchaser Seller’s obligation to indemnify, defend and hold the 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 10.1 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 $1,500,000 (the “Purchaser BasketThreshold Amount”)) in the aggregate, in which event case the Purchaser Buyer Indemnified Parties shall only be entitled to make a claim for indemnification for all Purchaser recover the amount of Buyer Losses from in excess of the first dollar of all Purchaser LossesThreshold Amount; provided, howeverthat, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Sections 10.1(a)(i) with respect to the Fundamental Obligations Representations, (ii) pursuant to Article XII, (iii) pursuant to Section 10.1(a)(ii) with respect to covenants to be performed after the Closing, (iv) pursuant to Section 10.1(a)(iii) or (v) for fraud, in each case, shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, Threshold Amount; (b) in no event shall the total aggregate amount of indemnity required to be paid by the liability Seller pursuant to Section 10.1 or otherwise exceed the Indemnity Escrow Amount (the “Buyer Cap”); provided, that, notwithstanding the foregoing, amounts of the Members indemnity for Purchaser Buyer Losses (other than indemnification claims under i) pursuant to Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 10.1(a)(i) with respect to the Fundamental CovenantsRepresentations, (ii) pursuant to Article XII, (iii) pursuant to Section 10.1(a)(ii) with respect to covenants to be performed after the Closing, (iv) pursuant to Section 10.1(a)(iii) or (v) for fraud ((i)-(v), the “Special Indemnities”), in each case, shall not be limited subject to the Escrow Amount and any and all claims allegingBuyer Cap but shall in no event exceed the Purchase Price; (c) notwithstanding anything set forth herein to the contrary, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy obligations of the Fundamental Representation or indemnification claims under Section 9.1 Seller with respect to the Fundamental CovenantsSpecial Indemnities, (i) shall be made solely and exclusively any indemnification obligation of the Seller under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Indemnity Escrow Amount Fund and (ii) if the “Purchaser Cap”). Except as expressly Indemnity Escrow Fund is insufficient to satisfy the Buyer Losses, then the Buyer Losses in question will remain unsatisfied; (d) notwithstanding anything set forth in this Article IXherein to the contrary, all the indemnification obligations of the Seller (including with respect to the Special Indemnities) shall be first paid out of (and otherwise reduce the remaining amount of) the Indemnity Escrow Fund before any claim is made against any other Person thereafter; (e) for purposes of computing the aggregate amount of indemnifiable claims against the liability 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 the Seller pursuant to Section 10.1 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom (i) any third party insurance proceeds, and any indemnity, contributions or other similar payment actually received from any third party with respect thereto, and (ii) any net Tax benefit (calculated without regard to any Transaction Deductions) actually realized in the taxable year of the Members for indemnification claims under Section 9.1 for breach of payment by a Buyer Indemnified Party or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 any Affiliate thereof with respect to the Fundamental Covenants Buyer Losses or items giving rise to such claim for indemnification; (f) the amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Loss shall be limited reduced to the extent such Buyer Loss is reflected on the Closing Date Indebtedness Statement or the Final Closing Statement; (g) in any claim for indemnification under this Agreement, no Party shall be required to indemnify any Person for punitive, 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, except to the extent for amounts paid to a third party where any of the foregoing are awarded pursuant to a Third Party Claim that is subject to indemnification hereunder; (h) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article X 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 mitigate; provided, that an Indemnified Party’s obligation to mitigate any Loss shall not include any obligation or requirement that (i) such Indemnified Party or any of his or its Affiliates assume or incur any material Liability or (ii) would reasonably be expected to materially disrupt, or otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (i) in any case where a Buyer Indemnified Party recovers from any third party any net amount in respect of a matter with respect to which the Seller has indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Seller the amount so recovered; and (j) any indemnity payment under this Agreement pursuant to this Article X shall be treated as 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. 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 be limited as follows: (a) in no event shall Seller’s total aggregate liability for any Member and all Buyer Losses exceed the Base Purchase Price; (b) for indemnification under this Article IX for Purchaser Losses unless and until purposes of computing the aggregate amount of such Purchaser Losses exceeds claims against Seller, the amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by Seller pursuant to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties Section 8.1 shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, howeverlimited to, 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 that remain after deducting therefrom (i) any third party insurance proceeds (including pursuant to Section 5.16) and any indemnity, contributions or other than indemnification claims under Section 9.1 for breach of similar payment actually received from any third party with respect thereto; and (ii) any net Tax benefit recognized by a Buyer Indemnified Party or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 any Affiliate thereof with respect to the Fundamental Covenants)Losses giving rise to such claim for indemnification, shall be limited to the Escrow Amount and any and all claims alleging, asserting extent such benefit is recognized in the taxable year in which the relevant Losses were incurred or relating the immediately succeeding taxable year; (c) the amount of indemnity payable 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 8.1 with respect to the Fundamental Covenants) any Loss shall be made solely and exclusively under and reduced to the extent necessary to prevent duplication of any adjustment to the Closing Purchase Price reflected on the Final Closing Statement; (d) in accordance any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which Seller has indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the terms of this Article IX and amount so recovered (after deducting therefrom 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 full amount of the liability expenses incurred by it in procuring such recovery), but not in excess of the Members for indemnification claims under Section 9.1 for breach sum of (i) any amount previously so paid by Seller to or inaccuracy on behalf of the Fundamental Representations Buyer Indemnified Party in respect of such matter, and (ii) any amount expended by Seller in pursuing or indemnification claims defending any claim arising out of such matter; (e) any indemnity payment under Section 9.1 with respect to the Fundamental Covenants this Agreement shall be limited treated as an adjustment to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything for all Tax purposes to the contrary set forth hereinextent permitted by applicable Law; and (f) for purposes of determining both the failure of any representation or warranty to be true and correct and calculating Losses hereunder, any qualifications in the total aggregate amount representations and warranties herein as to “materiality”, “Material Adverse Effect” or words of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project similar import shall be limited to the P-Project Capdisregarded.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties : (a) Seller and Shareholder 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 amount equal to oneexceed, in the aggregate, One Hundred Seventy-half of one percent Five Thousand Dollars (0.5%$175,000.00) of the Purchase Price (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 Purchaser Losses arising under or pursuant to Section 8.1(d) of this Agreement shall not be subject to the Seller Basket Amount, nor shall the amount of any such Purchaser Basket. Notwithstanding any Losses be included with other provision Purchaser Losses in determining whether such Seller Basket Amount has been reached. (b) The indemnification obligations of the Seller and Shareholder hereunder shall not exceed in the aggregate Five Million Dollars ($5,000,000) (the "Seller's Cap Amount"); provided, however, that Purchaser Losses arising under or pursuant to Section 8.1(d) of this Agreement, Agreement shall not be subject to the total aggregate amount 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 Seller 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 c) For purposes of the Fundamental Representation or indemnification claims obligations of the Seller 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 8 and the Escrow Agreement applicable representations and shall be satisfied solely warranties of the Seller and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly Shareholder set forth in Article 3 hereof (but not for purposes of determining the satisfaction of the conditions set forth in Section 6.2(a) and (b) hereof), a Purchaser Loss or series of related Purchaser Losses shall be deemed to have a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of the Business, if such Purchaser Loss or series of related Purchaser Losses exceeds Five Thousand Dollars ($5,000); provided, however, that for purposes of determining the satisfaction of the Seller Basket Amount under Section 8.5(a), all representations, warranties, covenants, agreements or undertakings referred to in Section 8.1(c) and (d) hereof shall be read so as to exclude therefrom the term "material" (or similar words of like import) and the effect thereof under 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 Cap8.

Liability Limits. (a) Notwithstanding anything herein to the contrary set forth hereincontrary, the Purchaser Participating Stockholders shall not be liable to the Parent Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses Sections 7.1(a)(i), (ii) and (v) and Section 7.1(b): (i) unless and until the Parent Indemnified Parties have incurred Losses under Section 7.1 in excess of $287,500 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 BasketDeductible Amount”), in at which event point the Purchaser Parent Indemnified Parties shall be entitled to make a be indemnified for the aggregate Losses under Section 7.1 in excess of the Deductible Amount; and (ii) with respect to any individual claim unless the amount of such individual claim exceeds $40,000. (b) Notwithstanding anything herein to the contrary, the Participating Stockholders shall not be liable to the Parent Indemnified Parties for indemnification under Section 7.1 with respect to any claim arising out of related to matters within the actual knowledge of Parent at the Effective Time. (c) Notwithstanding anything herein to the contrary, any Losses recoverable hereunder shall be reduced in amount by any Tax benefits realized in the form of cash proceeds received by Parent, and any amounts recovered from any collateral sources (including under applicable insurance policies and indemnification and other contractual rights), by any Indemnified Party. Parent agrees to use, and to cause each Parent Indemnified Party to use, all reasonable best efforts to realize all Tax benefits and recover all amounts from collateral sources, including making all claims under applicable insurance policies (other than self-insurance policies) and pursuing all indemnification and other contractual rights. (d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE PARENT INDEMNIFIED PARTIES WILL NOT BE ENTITLED TO RECOVER OR ASSERT ANY CLAIM FOR INDEMNIFICATION UNDER SECTION 7.1 WITH RESPECT TO, NOR WILL THE INDEMNIFIABLE LOSSES HEREUNDER INCLUDE OR BE DEEMED TO INCLUDE, CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DAMAGES CONSISTING OF BUSINESS INTERRUPTION LOSSES OR LOST PROFITS, DIMINUTION IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE, DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN ARRIVING AT THE MERGER CONSIDERATION, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. (e) Notwithstanding anything herein to the contrary, the Parent Indemnified Parties will not be entitled to recover any Losses relating to any matter arising under, or any facts and circumstances relating to or arising out of, a provision of this Agreement to the extent that the Parent Indemnified Parties have already recovered Losses with respect to such matter pursuant to another provision of this Agreement. (f) Notwithstanding anything herein to the contrary, (i) to the extent that the Parent Indemnified Parties are entitled to indemnification under Section 7.1(a)(i) through (iii) and (v) or Section 7.1(b) for all Purchaser any Losses, with respect to such Losses, the Parent Indemnified Parties’ sole and exclusive recourse will be (A) first, the right to offset such Losses from against the first dollar undisbursed Escrow Shares (net of any valid claims pending against such undisbursed Escrow Shares by any Parent Indemnified Parties) by canceling that number of Escrow Shares equal in value (valuing each Escrow Share at the Parent Indemnification Share Price) to the aggregate amount of such Losses and (B) second, after the disbursement or cancelation of all Purchaser LossesEscrow Shares, the right to offset any such Losses not offset against the Escrow Shares against any Contingent Payments to the extent payable to the Participating Stockholders; provided, however, the Fundamental Obligations shall not be subject that (i) each Participating Stockholder’s obligation 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 provide indemnification claims under Section 9.1 for breach 7.1(b) will be several and not joint and will not exceed such Participating Stockholder’s Participating Stockholder Pro Rata Percentage 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 Escrow Shares (valuing each Escrow Share at the Parent Indemnification Share Price) plus the Contingent Payments payable to such Participating Stockholder; and (ii) the aggregate amount of all Losses for which 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 Participating Stockholders shall be limited liable pursuant to Section 7.1 shall not exceed the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability Escrow Shares (valuing each Escrow Share at the Parent Indemnification Share Price) plus the Contingent Payments. (g) The aggregate amount of all Losses for which Parent and the Surviving Corporation shall be liable pursuant to Section 7.1 shall not exceed the aggregate amount of the Members for Purchaser Losses arising out of or relating to Escrow Shares (valuing each Escrow Share at the P-Project shall be limited to Parent Indemnification Share Price) plus the P-Project CapContingent Payments.

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. (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 (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 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 hereinin this Agreement, except in the case of a claim for fraud in the breach of any representation or warranty set forth in ARTICLE III or ARTICLE IV, 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 Holder 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 $3,500,000 (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) 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 De Minimis Threshold or the Deductible Amount; (a) Any indemnification obligation of the Equity Holders pursuant to (i) this Article IX (other than any other provision of claim with respect to Item 1 on Schedule 9.1(f)) or Section 5.4 shall be satisfied solely from the General Indemnity Escrow Fund and (ii) any claim with respect to Item 1 on Schedule 9.1(f) shall be satisfied solely from the Specific Indemnity Escrow Fund; it being understood that nothing in this Agreement, Section 9.5(b) shall limit Buyer’s ability to recover Buyer Losses under the total Buyer Rep and Warranty Policy; (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 pursuant to Section 9.1 or otherwise (other than indemnification any claim with respect to Item 1 on Schedule 9.1(f)) exceed the General Indemnity Escrow Fund, and if the General Indemnity Escrow Fund is insufficient to satisfy any amount of any Buyer Loss or Covered Tax (other than in connection with any claims under with respect to Item 1 on Schedule 9.1(f)), then such amount of such Buyer Loss shall remain unsatisfied (solely as between the Buyer Indemnified Parties and the Equity Holders) and no Buyer Indemnified Party shall be entitled to recover any such shortfall from any Equity Holder; (c) In no event shall the aggregate amount of indemnity required to be paid by the Equity Holders pursuant to any claim with respect to Item 1 on Schedule 9.1(f) exceed the Specific Indemnity Escrow Fund, and if the Specific Indemnity Escrow Fund is insufficient to satisfy any amount of any Buyer Loss, then such amount of such Buyer Loss shall remain unsatisfied (solely as between the Buyer Indemnified Parties and the Equity Holders) and no Buyer Indemnified Party shall be entitled to recover any such shortfall from any Equity Holder; (d) In no event shall the aggregate amount of indemnity required to be paid by the Buyer and its Affiliates hereunder exceed $585,000,000; (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 from the Indemnity Escrow Fund pursuant to Section 9.1 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom (i) any third party insurance proceeds (net of any increase in insurance premium with respect thereto) and any indemnity, contributions or other similar payment actually recovered from any third party with respect thereto and (ii) 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 breach of or inaccuracy indemnification to the extent the Tax benefit is actually realized in the year of the Fundamental Representations Buyer Loss or indemnification claims under item giving rise to such a claim or the following two (2) taxable years, or a prior year, in each case of clauses (i) and (ii), net of any collection costs; (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; (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; (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) 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 Equity Holders have indemnified Buyer pursuant to this Article IX, such Buyer Indemnified Party shall promptly pay over to the aggregate amount Escrow Agent, if during the applicable Claims Period or, to the Stockholders’ Representative (on behalf of the Equity Holders), if after the applicable Claims Period, the amount so recovered (but not in excess of the amount by which the Equity Holders have indemnified Buyer pursuant to this Agreement) net of any costs of recovery; (j) With respect to the matter referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties shall use their commercially reasonable efforts to obtain recovery for such matter under available insurance policies, and shall only be permitted to recover payment from the Specific Indemnity Escrow Fund after the Buyer Indemnified Parties have used their commercially reasonable efforts to obtain such recovery; provided that, it is expressly understood and agreed that the foregoing shall not in any way alter the time at which, or the ability of, the Buyer Indemnified Parties would otherwise be permitted to submit a notice of an indemnity claim pursuant to this Article IX; (k) With respect to the matters referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties shall only bring claims for Losses related to or arising out of such matter pursuant to Section 9.1(f), and not under any other clause of Section 9.1; and (l) The liability of the Members Equity Holders 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 Buyer Losses shall be limited to considered in 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 and shall be limited to determined on a cumulative basis so Buyer Losses incurred under this Article IX shall be combined with all other Buyer Losses incurred under this Article IX for purposes of determining limitations on liability, including the P-Project Capmaximum liability amounts described above.