Common use of Liability Limits Clause in Contracts

Liability Limits. (a) Solely with respect to a breach of the Operational 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, except in the case of a claim for Fraud, the 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) Solely with respect to a breach of the Operational Representations, no No amounts of indemnity shall be payable pursuant to Section 7.1(a‎Section 9.1(a) or Section 7.2(a‎Section 9.2(a) unless and until (i) each claim or series of claims arising from the Buyer same or substantially similar facts or circumstances exceeds $50,000 (the “De Minimis Threshold”) and (ii) the applicable 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) 4,000,000 (the “Threshold Deductible Amount”) in the aggregate, after in which point the Buyer case such Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses in excess of the Deductible Amount; provided that amounts of indemnity for Losses pursuant to ‎Section 9.1(a) or Seller Losses‎Section 9.2(a), respectivelyas applicable, with respect to claims for indemnification pursuant any breach of any Company Fundamental Representation or any Buyer Fundamental Representation, as applicable, shall not be subject to Section 7.1 the De Minimis Threshold or Section 7.2 in excess of the Threshold Deductible Amount.; (b) Solely In no event shall the aggregate amount of indemnity required to be paid by the Equity Holders hereunder or under any Support Agreement or Option Holder Acknowledgment (i) pursuant to Sections ‎9.1(a) (other than 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 Operational Representationsaggregate (clauses ‎(i) and ‎(ii), Sellers 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 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 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 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 extent 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 individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards Loss to the Threshold Amount).extent that it is attributable solely to the Indemnified Party’s failure to mitigate; and (ch) The aggregate amount No Party shall be deemed to have breached any representation or warranty under this Agreement solely as a result of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(aany alteration, repeal or enactment of any Law after the Closing Date (even if such alteration, repeal or enactment is applied with retroactive effect) shall not exceed the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, any change in the aggregateaccounting policies, practices or procedures adopted by Buyer and/or its Affiliates after the 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 be limited in amount.Closing Date; and (di) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the extent that, an case where a Buyer Indemnified Party is seeking recovers from any third party any amount in respect of a matter with respect to obtain through indemnification reimbursement which the Equity Holders have indemnified Buyer pursuant to this ‎Article IX (except, for the avoidance of Losses resulting from an award in a Third Party Claim against doubt, for any amount recovered under the Buyer Rep and Warranty Policy), such Indemnified Party of consequential, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) The Buyer Indemnified Party shall take all commercially reasonable steps promptly pay over to mitigate Losses Stockholders’ Representative, 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 respect excess of the amount by which the Equity Holders have indemnified Buyer pursuant to this Agreement) net 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 amount thereofof recovery. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (ai) Solely with respect to a breach any claim unless such claim involves Purchaser Losses in excess of $75,000 (the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a“Single Claim Amount”) or Section 7.2(aand (ii) unless and until the Buyer Indemnified Parties or aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of 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) Purchase Price (the “Threshold AmountDeductible”), but only if such Purchaser Losses also meet the requirements of clause (i) in the aggregateof this Section 10.5(a), after which point the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, Shareholder shall only be entitled to recover only Buyer obligated for such aggregate Purchaser 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 AmountDeductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Solely with Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of the Operational RepresentationsSection 4.1, Sellers Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not be liable for apply to any individual Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or series Section 10.1(d) or (ii) in respect of any fraud claim or any claim related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount)to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) The aggregate Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of Buyer any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses that may be recovered (i) against Sellers before seeking indemnification 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 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 be limited in amountthis Agreement. (d) In no event shall any claim Indemnifying Party be liable to any Indemnified Party for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential incidental, exemplary, consequential, special or exemplary damages or Lossesindirect damages, including loss of profitsfuture revenue or income, loss of revenues, loss business reputation or opportunity relating to the breach or alleged breach of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operationsthis Agreement, or loss diminution of lenders, investors value or buyers; provided, however, that this limitation shall not apply if, and solely any damages based on any type of multiple (except to the extent that, an Indemnified Party is seeking such types of damages constitute losses 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 shall be treated third party as 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 a result 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 amount thereof). (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until the Buyer Indemnified Parties or aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of 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) Purchase Price (the “Threshold AmountPurchaser Basket”) ), in which event the aggregate, after which point the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer 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 Seller Losses, respectively, 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 indemnification pursuant to Section 7.1 breach of or Section 7.2 in excess inaccuracy of the Threshold Amount. (b) Solely Fundamental Representation or indemnification claims under Section 9.1 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(aFundamental Covenants) shall not exceed 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 Indemnification Escrow Amount, or (ii) against Sellers liability of the Members for indemnification claims under Section 7.1(b) shall not exceed, in 9.1 for breach of or inaccuracy of the aggregate, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount of Buyer Losses that may be recovered against Sellers Fundamental Representations or indemnification claims under Section 7.1(c), and (B) 9.1 with respect to the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, Fundamental Covenants shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 the “Fundamental Obligation Cap”). Notwithstanding anything 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 amount thereof. (g) The Parties acknowledge and agree that the limitations contrary set forth in Section 7.5(a)herein, Section 7.5(b) and Section 7.5(c) shall not apply with respect to any the total aggregate amount of the liability of the Members for Purchaser Losses arising out of, resulting from of or relating to any action or inaction that constitutes fraudthe P-Project shall be limited to the P-Project Cap.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Solely with respect Stagecoach I and Stagecoach Energy shall not be obligated to a breach of indemnify the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(aPurchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or Section 7.2(a) 11.2(a)(iv), unless and until the Buyer Indemnified Parties or aggregate amount of such Losses exceeds $2,000,000, in which event Stagecoach I and Stagecoach Energy shall indemnify the Seller Indemnified Parties, respectively, shall have suffered Buyer Purchaser Indemnitees only for Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (such amount; provided, however, that the “Threshold Amount”) in the aggregate, after which point the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, foregoing limitation shall be entitled to recover only Buyer Losses or Seller Losses, respectively, not apply with respect to claims for indemnification pursuant Losses that arise out of or relate to Section 7.1 the representations or Section 7.2 warranties made in excess of the Threshold AmountSections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Solely Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to a breach Losses that arise out of or relate to the Operational Representations, Sellers shall not be liable for any individual representations 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)warranties made in Sections 4.1 or 4.2. (c) The aggregate amount of Buyer Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses that may be recovered (i) against Sellers arising under Section 7.1(a) shall not exceed 11.3(a), unless and until the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceedsuch Seller Losses exceeds $2,000,000, in which event the aggregate, Purchasers shall indemnify the 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 Indemnitees only for Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in excess of such amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this the foregoing limitation shall not apply if, and solely with respect to Losses that arise out of or relate to the extent thatrepresentations or warranties in Sections 6.1, an Indemnified Party is seeking 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to obtain through indemnification reimbursement Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of Losses resulting from an award or relate to the representations or warranties in a Third Party Claim against such Indemnified Party of consequentialSections 3.1, exemplary 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or punitive damages5.27, which shall be limited as provided in Section 11.5(e). (e) Any Except as set forth in Section 11.5(d), the indemnity payment under this Agreement obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be treated as an adjustment limited in the aggregate to the Purchase Price for Tax purposes, unless otherwise required by applicable Law$125,000,000. (f) The Indemnified Party indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall take all commercially reasonable steps be limited in the aggregate 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$2,500,000; provided, andhowever, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) foregoing limitation shall not apply with respect to any Losses arising that arise out ofof or relate to the representations or warranties in Sections 4.1 or 4.2, resulting from which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relating relate to any action the representations or inaction that constitutes fraudwarranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth in this Agreement, the KHC Indemnified Parties shall not make a claim against the Company or the Company Shareholders for indemnification under this Article VI or for a breach of the Operational Representationsany representation, no amounts of indemnity shall be payable pursuant to Section 7.1(a) warranty or Section 7.2(a) covenant under this Agreement, unless and until the Buyer aggregate costs and damages incurred by all KHC 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 exceed one hundred fifty thousand dollars ($185,000150,000) (the “Threshold Amount”) "Floor"), in which event the aggregate, after which point the Buyer KHC Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses or Seller Losses, respectively, with respect to claims may claim indemnification for indemnification pursuant to Section 7.1 or Section 7.2 any costs and damages in excess of the Threshold Amount. 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) Solely with respect to a breach of any fraud by 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). Company Shareholders; (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the aggregate amount of the Indemnification Escrow Amount, obligation to pay state sales taxes; or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (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 claim KHC Indemnified Party for indemnification breach of any representation, warranty or covenant under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. damages in excess of Seven Million Dollars (g) $7,000,000). The Parties acknowledge and agree that the limitations set forth foregoing indemnification provisions in Section 7.5(a)this Article 6, Section 7.5(b) shall be the exclusive remedy of the KHC Indemnified Parties against the Company and Section 7.5(c) shall not apply with respect Company Shareholders for contractual indemnity or breach of this Agreement. The KHC Indemnified Parties further acknowledge that this agreement establishing an exclusive contractual remedy was a material inducement to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudCompany Shareholders in entering into this Agreement.

Liability Limits. (a) Solely Notwithstanding anything to the contrary in this Agreement, the Verizon Parties and the Verizon Lessors, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $50,560.00 (each, a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to “De Minimis Claim”) under Section 7.1(a11.1(a)(i) or Section 7.2(a11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller Losses, respectively, in excess aggregate amount of One Hundred Eighty Five Thousand Dollars such Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $185,000) 50,560,000.00 (the “Threshold AmountRepresentations and Warranties Deductible”) in the aggregate), after which point the Buyer Verizon Parties and the Verizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses or Seller Losses, respectively, for all such Claims (excluding amounts associated with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 De Minimis Claims) in excess of the Threshold AmountRepresentations and Warranties Deductible and (iii) any Claims under Section 11.1(a)(iii) unless and until the aggregate amount of such Claims exceeds an amount equal to $10,112,000.00 (the “Pre-Closing Claims Deductible”), after which the Verizon Parties and the Verizon Lessors, collectively, shall only be required to indemnify the Acquiror Indemnified Parties for all such Claims in excess of the Pre-Closing Claims Deductible. In no event shall the Verizon Parties or the Verizon Lessors be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $252,800,000.00 in the aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Solely Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Verizon Indemnified Party with respect to a breach (i) any De Minimis Claim under Section 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Claims (excluding amounts associated with De Minimis Claims) exceeds the Representations and Warranties Deductible, after which Acquiror and the Tower Operator, collectively, shall only be required to indemnify the Verizon Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims) in excess of the Operational RepresentationsRepresentations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the Verizon Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), Sellers taken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not be liable for apply to any individual Claims resulting from or series arising out of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards breaches of the Threshold Amount)Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed Notwithstanding anything to the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceedcontrary in this Article 11, in the aggregateno event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, the 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)special, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2incidental, shall not be limited in amount. (d) In any claim for indemnification under this Agreementindirect or punitive damages, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings lost profits or similar measures of the Companyitems, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely each case except as actually paid to the extent that, an Indemnified Party is seeking to obtain through indemnification reimbursement of Losses resulting from an award a claimant in a Third Party Claim against such Indemnified Party of consequentialClaim, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree provided that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) foregoing shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudlimit recovery for diminution in value of an asset as a result of a breach.

Liability Limits. (a) Solely with respect to a breach The total aggregate amount of the Operational Representations, Liability of the applicable Indemnifying Party shall not exceed the applicable Cap; and no amounts of indemnity Indemnified Party shall be payable indemnified by an Indemnifying Party pursuant to Section 7.1(a) or Section 7.2(a) ARTICLE XII for any Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (exceeds $185,000) 100,000 (the “Threshold Minimum Claim Amount”) in the aggregate), after which point the Buyer applicable Indemnified Parties or the Seller Indemnified Parties, respectively, Party shall be entitled to recover only Buyer Losses or Seller obligated for such aggregate Losses, respectivelyincluding, with respect but not limited to claims for indemnification pursuant the Minimum Claim Amount, from the first dollar, in an amount not to Section 7.1 or Section 7.2 in excess of exceed the Threshold Amountapplicable Cap. (b) Solely with Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any Loss shall be limited to a breach the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Operational RepresentationsIndemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, Sellers shall not be liable contribution or other similar agreements 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)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 the breach or alleged breach of this Agreement or any Transaction Document, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim). (d) The aggregate amount of Buyer Losses that may any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be recovered computed net of any insurance proceeds actually received by an Indemnified Person (inet of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) against Sellers under Section 7.1(a) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the 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 the applicable policy, assign its right to such insurance and allow the 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 not exceed promptly pay to or at the aggregate direction of the Indemnifying Party the amount of the Indemnification Escrow Amountsuch insurance proceeds subsequently received (net of all related costs, or (ii) against Sellers under Section 7.1(b) shall expenses and other losses), but not exceedmore, in the aggregate, than the Purchase Priceindemnity amount paid by the Indemnifying Party. It is acknowledged and agreed that (A) Notwithstanding the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c)foregoing, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers no Indemnified Person shall be required to indemnify any Person for punitive, consequential (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely (ii) commence litigation to the extent that, an Indemnified Party recover proceeds under such insurance policies if it 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 damagesunreasonable do so. (e) Any indemnity payment under this Agreement No Indemnified Person shall be treated as an adjustment entitled to the Purchase Price indemnification hereunder for Tax purposes, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses any loss in respect of any claim 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 it is 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 shall use reasonable efforts to avoid the extent of any costs loss arising from any breach by the party seeking indemnification of its obligations under this Agreement or expenses associated with the other Transaction Documents (in each case provided such claimparty’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), andand (iii) such loss is offset by a corresponding gain accruing after the Closing Date, if such costs and expenses cannot be avoideddirectly or indirectly, to use commercially reasonable efforts the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to minimize the amount thereofsuch loss. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim for indemnification under 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 Three Hundred Thousand Dollars ($300,000) (the “Deductible”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess of the Deductible, up to, but not to exceed a cap of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Standard Representations Cap”). Notwithstanding the foregoing, (i) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Operational Extended Representations; (ii) the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Fundamental Representations, no amounts of indemnity and the Shareholders shall be payable pursuant liable for all Purchaser Losses with respect thereto, up to, but not 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 exceed a cap of One Hundred Eighty Five Thousand Thirty Million Dollars ($185,00030,000,000) (“the “Threshold AmountFundamental Representations Cap”), and (iii) in none of the aggregateDeductible, after which point the Buyer Indemnified Parties Standard Representations Cap or the Seller 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 Parties, respectively, Party shall be entitled to recover only Buyer Losses punitive or Seller Lossesexemplary damages; provided, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of that the Threshold Amount. (b) Solely with respect to a breach of the Operational Representations, Sellers 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 any individual or series of related all Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount)with respect thereto. (c) The aggregate amount of Buyer Losses that may be recovered Subject to the liability limits set forth in this Agreement (i) against Sellers under including this Section 7.1(a) shall not exceed 10.6), with respect to any Third-Party Claim relating to a Special Indemnity Matter for which the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregateShareholders are liable, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers Shareholders shall be required to indemnify responsible for any Person for punitiveand all such Losses arising under such Thirty Party Claim, consequential which Losses may include consequential, indirect, special, or exemplary damages or Losses, (including loss of profits, loss of revenues, loss of any multiple of reduced cash flow profits or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers); provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or 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 Company and shall not be liable or responsible for any action consequential, indirect, special, or inaction that constitutes fraudexemplary damages (including loss of profits or diminution in value), nor shall “multiple of profits” or “multiple of cash flow” or a similar valuation methodology be used in calculating the amount of any Purchaser Losses.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect to a breach of the Operational 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 maximum amount of Buyer Losses that may be recovered the Buyer Indemnified Parties are entitled to recover from Seller pursuant to Section 11.01(a) (iother than as a result of breaches of Seller Fundamental Representations, breaches of Section 4.15 (Mortgage Business Compliance) 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(bbreaches resulting from fraudulent or intentional misrepresentations by Seller) shall not exceed, in the aggregate, an amount equal to $1,000,000. Without limiting the Purchase Price. It is acknowledged and agreed that (A) foregoing, except in the case of fraudulent misrepresentation by Seller, in no event will the aggregate amount of Buyer Losses that may be recovered against Sellers under the Buyer Indemnified Parties are entitled to recover from Seller pursuant to Section 7.1(c), and (B11.01(a) exceed the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amounttotal purchase price paid to Seller. (db) In Notwithstanding anything to the contrary contained in this Article XI, (i) the Buyer Indemnified Parties shall be entitled to 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 this Agreementthe contracts identified on Section 11.05(b) of the Disclosure Schedule, neither Sellers nor Buyers 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 required payable by Seller pursuant to indemnify a claim for indemnification. (c) If any Person for punitiveBuyer Losses or Seller Losses sustained by an Indemnified Party are covered by an insurance policy, consequential or exemplary damages or Lossesan indemnification, including loss of profitscontribution, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures obligation of another Person (other than an Affiliate of such Indemnified Party), the CompanyIndemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, diminution in value, loss of anticipated profits, interference with Company operationscontribution, or loss of lenders, investors or buyerssimilar payments; provided, however, that this limitation no Indemnified Party shall not apply ifbe required to institute any legal proceeding against any third Person. The amount of any Buyer Losses or Seller Losses subject to indemnification under Section 11.01 or Section 11.02, 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 solely out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the extent that, an right of indemnification. If any Indemnified Party is seeking to obtain through actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification reimbursement of Losses resulting from an award in a Third Party Claim against claim under Section 11.01 or Section 11.02, as applicable, such Indemnified Party shall refund to the Indemnifying Party the amount of consequentialsuch insurance proceeds or indemnity, exemplary contribution, or punitive damagessimilar payments, up to the amount actually received in connection with such indemnification claim. (ed) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) The No Buyer Indemnified Party shall take all commercially reasonable steps be entitled to mitigate Losses recover damages or obtain payment, reimbursement, restitution or indemnity in respect of any claim for which it is seeking indemnification and shall use reasonable efforts one Buyer Loss or related group of Buyer Losses if recovery has already been obtained pursuant 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 amount thereofSection 2.04. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, each Indemnifying Party’s obligation to indemnify, defend and hold the Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no No amounts of indemnity shall be payable pursuant to Section 7.1(a9.1(a)(i), Section 9.1(a)(ii), Section 9.1(b)(i), Section 9.1(b)(ii) (with respect to a breach by the Sellers of a covenant to be performed prior to the Closing), Section 9.2(b) (with respect to a breach by the Buyer of a covenant, agreement or undertaking to be performed prior to the Closing) or Section 7.2(a9.2(a) unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer indemnifiable Losses or Seller Losses(but excluding any Losses relating to ▇▇▇▇▇▇▇ Environmental Liabilities as described in Section 9.8, respectively, which are exclusively addressed by Section 9.8) in excess of One Hundred Eighty Five Thousand Dollars ($185,000) 3,800,000 (the “Threshold Amount”) in the aggregate, after in which point case 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, provided that no Losses may be claimed by any Indemnified Party or shall be reimbursable by or included in calculating the Threshold Amount other than Losses in excess of $50,000 resulting from a single claim or aggregated claims arising out of the same facts, events or circumstances. (b) Solely Subject to the following sentences of this Section 9.5(b), no Seller shall have any indemnification obligation under this Agreement for an amount in the aggregate greater than $6,333,333 and the Buyer shall have no indemnity obligation under this Agreement for an amount greater than in the aggregate $19,000,000 (it being understood and agreed that these caps shall constitute a cap on the maximum aggregate liability payable by each Indemnifying Party under this Agreement). Notwithstanding the foregoing sentence of this Section 9.5(b), (i) with respect to a breach the Seller Fundamental Representations, the maximum aggregate liability payable by each Seller under this Agreement with respect to such Seller Fundamental Representations shall be equal to such Seller’s Pro Rata Percentage of the Operational Purchase Price less any other amounts indemnified by such Seller hereunder and (ii) with respect to the Buyer Fundamental Representations, the maximum aggregate liability payable by Buyer under this Agreement with respect to such Buyer Fundamental Representations shall be the Purchase Price less any other amounts indemnified by Buyer hereunder. Notwithstanding anything to the contrary in this Article IX, the Threshold Amount, the first sentence of this Section 9.5(b) and the proviso to Section 9.5(a) shall not apply to any Losses with respect to any Seller Fundamental Obligations (it being understood and agreed that the Sellers shall be liable for all Losses for which the Buyer Indemnified Parties are entitled to indemnification with respect to such claims) or with respect to any Buyer Fundamental Obligations (it being understood and agreed that Buyer shall be liable for all Losses for which the Seller Indemnified Parties are entitled to indemnification with respect to such claims), and any amounts recovered by Buyer Indemnified Parties in respect of Seller Fundamental Obligations or by Seller Indemnified Parties in respect of Buyer Fundamental Obligations shall not be 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 included in determining whether the Threshold Amount)Amount has been reached for purposes of this Section 9.5. (c) The aggregate amount For purposes of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed computing the aggregate amount of claims against an Indemnifying Party, the Indemnification Escrow Amountamount of each claim by an Indemnified Party shall be deemed to be an amount equal to, and any payments by the Indemnifying Party pursuant to Section 9.1 or Section 9.3 shall be limited to, the amount of Losses that remain after deducting therefrom (i) any third party insurance proceeds and any indemnity, contributions or other similar payment paid to the Indemnified Party by any third party with respect thereto, and (ii) against Sellers under Section 7.1(b) shall not exceedwith respect to any indemnification claim related to Losses incurred by SPRC, any net tax savings actually realized by SPRC in the aggregate, tax period in which the 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 be limited in amountindemnification claim arises. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers the Indemnifying Party shall not be required to indemnify any Person for punitivespecial, exemplary or consequential or exemplary damages or Lossesdamages, including loss of profitsprofit or revenue, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profitsflow, interference with Company operations, or loss of tenants, lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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) No Indemnifying Party shall have any liability under this Article IX to indemnify any Indemnified Party with respect to a Loss to the extent that the Loss is attributable to any action taken by any Indemnified Party on or after the Closing Date. (f) The Sellers shall have no liability for any Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates. (g) In any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which the Sellers have indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amounts previously so paid by the Sellers to or on behalf of the Buyer Indemnified Party in respect of such matter, and (ii) any amounts expended by the Sellers in pursuing or defending any claim arising out of such matter. (h) The liability of the Sellers for Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so the Buyer Losses incurred under Article IX of this Agreement shall be combined with all other Buyer Losses incurred under Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above. (i) Any indemnity payment under this Agreement by the Sellers shall be treated as an adjustment to the Purchase Price for Tax U.S. federal income tax purposes, unless otherwise required by applicable Law. (fj) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect For purposes of determining failure of any claim for which it is seeking indemnification representations or warranties to be true and correct, the breach of any covenants and agreements and calculation of Losses hereunder, any qualification or exception with respect to “material”, “materially”, “materiality” or Material Adverse Effect or similar language contained therein shall use reasonable efforts be disregarded, provided that the foregoing shall not apply 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 amount thereofSection 3.8(b). (gk) The Parties acknowledge Notwithstanding anything in this Agreement to the contrary, except for any inaccuracy of the representation and agree that the limitations warranty set forth in the last sentence of Section 7.5(a)3.22 of which the Company has Knowledge, Section 7.5(b) and Section 7.5(c) Buyer shall not apply with respect to have any Losses claim, action, suit, proceeding, right or remedy for any Loss arising out of, resulting from or relating to any action or inaction that constitutes fraudwith respect to the failure by the Company to conduct the maintenance and capital project, and outage and shutdown of the No. 2 Dublin Power Boiler and the Dublin Paper Mill Machine #2, which was originally planned for September 2007 and rescheduled for April 2008.

Liability Limits. Notwithstanding anything to the contrary in this Agreement, the Cumulus Parties, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Buyer Indemnified Party with respect to (a) Solely with respect to a breach any single Claim or group of related Claims arising out of the Operational Representationssame or similar facts and circumstances that result in Losses of less than $40,000 (each, no amounts a “De Minimis Claim”) under Section 11.1(a)(i), but solely in respect of indemnity shall be payable pursuant to representations and warranties that are not qualified by materiality or words of similar import, (b) any Claims under Section 7.1(a11.1(a)(i) or Section 7.2(a(including De Minimis Claims) unless and until the Buyer Indemnified Parties or aggregate amount of such Claims result in Losses in an amount equal to one percent (1.0%) of the sum of (i) the Closing Initial Consideration, and (ii) any Subsequent Closing Consideration actually paid to Seller Indemnified Parties(collectively, respectively, shall have suffered Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold AmountRepresentations and Warranties Deductible”) in the aggregate), after which point the Buyer Indemnified Cumulus Parties or the Seller Indemnified Parties, respectivelycollectively, shall be entitled to recover only Buyer liable for all 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 RepresentationsRepresentations and Warranties Deductible, 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). and (c) The any Claims under Section 11.1(a)(i) resulting in excess of in an aggregate cumulative amount in excess of Buyer Losses that may be recovered an amount equal to ten percent (10%) of the sum of (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount of the Indemnification Escrow AmountClosing Initial Consideration, or and (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregateany Subsequent Closing Consideration actually paid to Seller (collectively, the 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“Cap”), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation Claims for indemnification that arise out of or relate to breaches of the Specified Representations and Warranties or of Section 5.11 or due to Fraud, by or on behalf of the Indemnifying Party, shall not apply if, and solely be subject to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in this sentence of Section 7.5(a11.5. Notwithstanding the foregoing, in no event shall the Cumulus Parties, collectively, be liable for any Losses under this Agreement (including pursuant to this Article 11) in excess of the sum of (x) the Closing Initial Consideration, and (y) any Subsequent Closing Consideration actually paid to Seller. If any Claim may be made both under Section 11.1(a)(i) and under Section 11.1(a)(v), solely for the purposes of this Section 7.5(b) and 11.5 it shall be deemed to be made only under Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud11.1(a)(v).

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, Purchaser Indemnified Parties shall not make a breach of claim against the Operational RepresentationsShareholder Parties for indemnification under this Article X for Purchaser Losses, no amounts of indemnity and Shareholder Indemnified Parties shall be payable pursuant to Section 7.1(a) or Section 7.2(a) not make a claim against Purchaser for indemnification under this Article X for Shareholder Losses, unless and until the Buyer aggregate amount of such Purchaser Losses or Shareholder Losses, as the case may be, exceeds $750,000 (the “Basket”), in which event Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller may claim indemnification for Purchaser Losses, respectivelyor Shareholder Indemnified Parties may claim indemnification for Shareholder Losses, as the case may be, for amounts in excess of One Hundred Eighty Five Thousand Dollars 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. ($185,000b) 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 “Threshold AmountCap”); 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, after which point the Buyer aggregate for indemnification claims by Shareholder Indemnified Parties or exceed the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Cap; provided that (1) the amount paid by the Purchaser for indemnification claims for Shareholder Losses or Seller Losses, respectively, 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 indemnified and held harmless from and against any and all Purchaser Losses suffered or incurred by any of them resulting from, arising out of, based upon or relating to the 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 cases 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 representations and warranties in Article IV be ignored for purposes of determining the accuracy of any representation or warranty (d) Notwithstanding anything herein to the contrary, the amount paid by the Shareholder Parties for indemnification claims for Purchaser Losses arising under Section 10.2(a) with respect to any breach or inaccuracy of the representations and warranties contained in Section 4.6 (Real Property) shall be net of any amounts actually recovered by Purchaser from any warranty or indemnity existing on the date hereof from any builder or contractor with respect to any building or improvement on the Real Property; provided that (i) the recovery of or claim with respect to any warranty or indemnity shall not be a condition to the Shareholder Parties’ obligations under and pursuant to this Article X and (ii) nothing herein shall restrict or limit the rights of the Purchaser Indemnified Parties to bring claims for indemnification pursuant to Section 7.1 this Article X. Purchaser covenants and agrees that (y) if any defect requiring repair or Section 7.2 in excess of the Threshold Amount. (b) Solely replacement arises with respect to a breach of any building or improvement on 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 Real Property for which it is seeking indemnification and Purchaser has sought or may seek indemnification, Purchaser 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 procure such repair or replacement, or the amount thereof. 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 (gz) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply if Purchaser actually receives payment with respect to any Losses arising out ofsuch builder or contractor warranty or indemnity for any such defect (any such being a “Warranted Defect”), resulting from or relating Purchaser shall pay to Shareholder an amount (without interest) equal to any action or inaction that constitutes fraudindemnification claims actually paid by Shareholder Parties with respect to such Warranted Defect.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim against any Seller for indemnification under this Article IX for Purchaser Losses unless and until until, and only to the Buyer Indemnified Parties or the Seller Indemnified Partiesextent that, 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 such Purchaser Losses exceeds $450,000 (the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed“Purchaser Basket”), in which event the aggregate, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers$450,000; provided, however, that this limitation Purchaser Losses related to Surviving Obligations shall not apply ifbe subject to the Purchaser Basket nor shall they be included in calculating the Purchaser Basket. The total aggregate amount of the liability of Holdco and the Sellers for Purchaser Losses shall be limited to $11,000,000 (the “Purchaser Cap”); provided, however, that Purchaser Losses arising from Surviving Obligations shall not be subject to the Purchaser Cap. Notwithstanding anything to the contrary set forth herein, in no event shall the aggregate liability of the Sellers and solely 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 to the 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 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, an 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 seeking to obtain through indemnification reimbursement a Related Party; (ii) each Individual Seller’s liability for any Purchaser Loss shall not exceed such Individual Seller’s Indemnification Percentage of Losses resulting from such Purchaser Loss, and in the event that an award in Individual Seller indemnifies a Third Party Claim against such Purchaser Indemnified Party in an amount equal to such Individual Seller’s Indemnification Percentage of consequentialsuch Purchaser Loss, exemplary 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 punitive damagessuch 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 Earnout 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) Any indemnity payment under this Agreement No Purchaser Loss or Seller Loss shall include punitive damages (unless required to be treated as an adjustment to paid by 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 amount thereofa Third Party Claim). (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement: (a) Solely with respect to Buyer Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Threshold”) in which event Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered may claim indemnification for all Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Twenty Thousand Dollars ($185,000120,000); (b) the maximum aggregate liability of the Seller for indemnification or any other claim under this Agreement or in connection with the transactions contemplated thereby shall not exceed One Million Dollars ($1,000,000) (the “Threshold AmountCap”) 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 Buyer’s remedies for monetary damages in respect of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount any Loss on account of the Indemnification Escrow Amountbreach by Seller of any representation, warranty or (ii) against Sellers under covenant contained in this Agreement or any deed, ▇▇▇▇ of sale or other agreement entered into connection herewith shall be the indemnification provided by Seller to Buyer pursuant to this Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount.11; and (d) In in no event shall either party be liable hereunder or in connection with the transactions contemplated hereby for any claim for indemnification under this Agreementconsequential, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 consequentialspecial, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment . Further notwithstanding anything herein to the Purchase Price for Tax purposescontrary, unless otherwise required by applicable Law. (f) The neither the Threshold nor the Cap shall apply to any Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect of any Party’s claim for which it is seeking indemnification and shall use reasonable efforts to avoid indemnity against Seller or Buyer arising from any costs common law fraud by Seller or expenses associated with such claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereofBuyer. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) Seller for indemnification under this Agreement for Buyer Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered aggregate amount of such 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 Twentyexceeds Seventy-Five Thousand Dollars ($25,00075,000) (the “Threshold”) in which Losses event Buyer Indemnified Parties may claim indemnification for all Buyer Losses, in excess of Thirty-Five Thousand Dollars ($35,000). (b) Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Seller for indemnification or any other claim under this Agreement shall not exceed (i) One Million Dollars ($1,000,000) or (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) in the case of claims against Seller with respect to the recapture of any payment made under the FRA Program, or Government Programs and Blue Cross cost reports filed by Seller, or to be counted towards filed, for or relating to periods prior to Closing for services rendered by Seller up to the Threshold AmountClosing (the “Cap”). (c) The aggregate amount of In no event shall either party be liable hereunder or in connection with the transactions contemplated hereby for any consequential, special, exemplary or punitive damages. Further notwithstanding anything herein to the contrary, neither the Threshold nor the Cap shall apply to any Indemnified Party’s claim for indemnity against Seller or Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount of the Indemnification Escrow Amount, arising from any common law fraud by Seller or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amountBuyer. (d) In any claim for indemnification For purposes of determining Losses under this AgreementArticle XI, neither Sellers nor Buyers shall all qualifications as to materiality in any representation and warranty or any covenant will be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 damagesdisregarded. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect Seller and Shareholder shall only be liable for Purchaser Losses arising hereunder solely to a breach of the Operational Representationsextent that any such Purchaser Losses exceed, 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 TwentyOne Hundred Seventy-Five Thousand Dollars ($25,000175,000.00) (which Losses shall not be counted towards the Threshold "Seller Basket 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that Purchaser Losses arising under or pursuant to Section 8.1(d) of this limitation Agreement shall not apply if, and solely be subject to the extent thatSeller Basket Amount, an Indemnified Party is seeking to obtain through indemnification reimbursement nor shall the amount of any such Purchaser Losses resulting from an award be included with other Purchaser Losses in a Third Party Claim against determining whether such Indemnified Party of consequential, exemplary or punitive damagesSeller Basket Amount has been reached. (eb) Any indemnity payment 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 shall not be treated as an adjustment subject to the Purchase Price for Tax purposes, unless otherwise required by applicable LawSeller's Cap Amount and there shall be no limitation on the indemnification obligations of the Seller with respect to Purchaser Losses arising under or pursuant to such provisions. (fc) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses For purposes of the indemnification obligations of the Seller under this Article 8 and the applicable representations and warranties of the Seller and Shareholder set forth in respect Article 3 hereof (but not for purposes 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 determining the amount thereof. (g) The Parties acknowledge and agree that satisfaction of the limitations conditions set forth in Section 7.5(a6.2(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 7.5(b8.5(a), all representations, warranties, covenants, agreements or undertakings referred to in Section 8.1(c) and Section 7.5(c(d) hereof shall not apply with respect be read so as to any Losses arising out of, resulting from exclude therefrom the term "material" (or relating to any action or inaction that constitutes fraudsimilar words of like import) and the effect thereof under this Article 8.

Liability Limits. Notwithstanding anything to the contrary ----------------- set forth herein, the Purchaser Indemnified Parties shall not make a claim against CTSI or the Seller for indemnification under Section 10.01 (ad) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Losses, respectively, in excess of One exceeds Four-Hundred Eighty Five Thousand Dollars ($185,000400,000.00) (the “Threshold Amount”) "Purchaser Basket"), ---------------- in which event the aggregate, after which point the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses or Seller Losses, respectively, with respect to claims may claim indemnification 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or all Purchaser Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersinitial $400,000.00; provided, however, that this limitation (i) the Surviving Representations shall not apply ifbe subject -------- ------- to the Purchaser Basket, and solely to (ii) for purposes of calculating the extent thatPurchaser Basket, an Indemnified Party is seeking to obtain through indemnification reimbursement the dollar value of Losses resulting from an award in a Third Party Claim against such Indemnified Party any breaches of consequential, exemplary any representation or punitive damages. (e) Any indemnity payment under this Agreement warranty shall be treated as calculated without reference to any materiality or adverse effect qualifier or exception set forth in such representation or warranty. The total aggregate amount of the liability of the Company and the Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(d) shall be limited to an adjustment amount equal to fifteen percent (15%) of the Purchase Price for Tax purposes(the "Purchaser --------- Cap"); provided, 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 claimhowever, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) total aggregate amount of the liability of --- -------- ------- the Company and Section 7.5(c) shall not apply with respect to any the Seller for Purchaser Losses arising out ofof fraud, resulting from willful misconduct, or relating a violation of applicable securities or other laws shall not be subject to any action limits. In addition, the aggregate liability of Purchaser and Parent to all Seller Indemnified Parties for any Seller Losses associated with any breach or inaction that constitutes fraudfailure by Purchaser or Parent to perform under Section 6.12 of this Agreement, or arising from any inability of Seller to sell the Issued Securities in the public market, shall not exceed $4,000,000.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth in this Agreement, the Purchaser Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) Shareholder for indemnification under this Article XI for Purchaser Losses unless and until the Buyer Indemnified Parties aggregate amount of Purchaser Losses exceeds $3.75 million (the "Purchaser Basket"), and in any event only to the extent each individual Purchaser Loss or group of related individual Purchaser Losses which arise out of the Seller Indemnified Partiessame event or occurrence exceeds $50,000 (or, respectivelyif the event or occurrence giving rise to such Purchaser Loss occurs after the date hereof and on or before the Closing Date, shall have suffered Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000100,000) (the “Threshold Amount”) "Loss Threshold"), in which event the aggregate, after which point the Buyer Purchaser Indemnified Parties or may claim indemnification for all such Purchaser Losses to the Seller Indemnified Partiesextent such Purchaser Losses exceed $1.5 million (the "Purchaser Deductible"); provided, respectivelyhowever, shall be entitled to recover only Buyer Losses or Seller Losses(i) the Surviving Obligations, 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 Additional Surviving Obligations and the Operational Representations, Sellers Surviving Representations shall not be liable for subject to the Purchaser Basket, the Loss Threshold or the Purchaser Deductible, (ii) the first $5 million of Special Losses shall not be subject to any individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000the liability limits in this Section 11.5(a) (which including, for the avoidance of doubt, the Purchaser Basket, the Loss Threshold, the Purchaser Deductible and the Purchaser Cap) and indemnification for the first $5 million of Special Losses shall not be counted towards for purposes of determining whether the Threshold Amount). Purchaser Cap has been exceeded and (ciii) The aggregate amount of Buyer Special Losses that may be recovered exceeding $5 million (i) against Sellers under Section 7.1(aand only to the extent such Special Losses exceed $5 million) shall not exceed be counted for purposes of determining whether the aggregate amount Purchaser Cap has been exceeded (but, for the avoidance of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 7.2doubt, shall not be limited in amount. (d) In any claim subject to the Purchaser Basket, the Loss Threshold or the Purchaser Deductible). The total aggregate amount of liability of the Shareholder for indemnification under this Agreement, neither Sellers nor Buyers Purchaser Losses shall be required limited to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of $25 million (the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers"Purchaser Cap"); provided, however, that this limitation the Surviving Obligations (other than Special Losses in excess of $5 million), the Additional Surviving Obligations and the Surviving Representations shall not apply if, and solely be subject to the 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 damagesPurchaser Cap. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with A. Anything contained in this Lease to the contrary notwithstanding, if Lessor, or any successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or partnership, general or limited, or other legal entity, it is specifically understood and agreed that there shall be no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to any of the covenants or conditions of this Lease; and the Lessee shall look solely to the equity of the interest of Lessor in the Property for the satisfaction of the remedies of the Lessee in the event of a breach by the Lessor of any of the Operational Representationsterms, covenants and conditions of this Lease to be performed by Lessor, and no amounts other property or assets of indemnity such Lessor shall be payable pursuant subject to Section 7.1(a) levy, execution or Section 7.2(a) unless and until other enforcement procedure for the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller Losses, respectivelysatisfaction of ▇▇▇▇▇▇'s remedies. B. With respect to any provision of this Lease which provides, in excess effect, that Lessor shall not unreasonably withhold or unreasonably delay any consent or any approval, Lessee shall not be entitled to make, nor shall Lessee make, any claim for, and Lessee hereby waives any claim for money damages by way of One setoff, counterclaim or defense, based upon any claim or assertion by Lessee that Lessor has unreasonably withheld or unreasonably delayed any consent or approval; but ▇▇▇▇▇▇'s sole remedy shall be an action or proceeding for specific performance, injunction or declaratory judgment. In the event it is ever found in a court of competent jurisdiction that ▇▇▇▇▇▇ acted to withhold or delay consent to willfully damage Lessee and Lessee seeks damages therefore, then the parties agree that the amount of such damages shall be limited to actual damages, and shall not include punitive damages, and in any event shall not exceed Three Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”300,000.00) in the aggregateaggregate over the life of this Lease. (1) Anything contained in this Lease to the contrary notwithstanding, after which point the Buyer Indemnified Parties if Lessee, or the Seller Indemnified Parties, respectivelyany successor in interest, shall be entitled to recover only Buyer Losses a corporation, individual, joint venture, tenancy in common, firm or Seller Lossespartnership, respectivelygeneral or limited, with or other legal entity, it is specifically understood and agreed that there shall be no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess any of the Threshold Amountcovenants or conditions of this Lease; and the Lessor shall look solely to the equity of the interest of Lessee in the Property for the satisfaction of the remedies of the Lessee in the event of a breach by the Lessee of any of the terms, covenants and conditions of this Lease to be performed by ▇▇▇▇▇▇, and no other property or assets of such Lessee shall be subject to levy, execution or other enforcement procedure for the satisfaction of ▇▇▇▇▇▇'s remedies, except as set forth in Paragraph 27.C.(2) below. (b2) Solely with respect to a Notwithstanding the provisions of Paragraph 27.C.(1) above, until the completion of the Improvements contemplated under Paragraph 10 and Exhibit C of this Lease, ▇▇▇▇▇▇'s partners shall be personally responsible and liable for (i) any breach of Paragraph 14 ("Liens") of this Lease; (ii) the Operational Representations, Sellers shall removal of any partial construction of the Improvements or other partial structure and restoration of the Premises should Lessee not be liable for any individual or series complete its construction obligation under Paragraph 10 hereof; and (iii) an amount in addition to the foregoing of related Losses which do not to exceed Twenty-Five Twenty Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount20,000). (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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to claim against Sellers for indemnification under Section 7.1(a9.1(a) or Section 7.2(a) for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (exceeds on a cumulative basis $185,00050,000) (the “Threshold AmountPurchaser Liability Cushion”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses and not merely the portion of such Losses in excess of $50,000; provided, that 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 Closing), (iv) any claim arising out of or based on fraud or intentional misrepresentation by a Seller, and (v) 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 each case claims for indemnification pursuant 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 7.1 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 Section 7.2 in excess of reduce the Threshold AmountPurchaser Liability Cushion. (b) Solely The total aggregate amount of the liability of Sellers for Purchaser Losses with respect to a breach any claims made pursuant to Section 9.1(b) (other than Non-Deductible Claims) shall be limited to the Purchase Price paid and payable as of the Operational Representations, Sellers end of the Enterprise Earn-Out Period. The foregoing limitation on indemnification in this Section 9.5(b) shall not be liable for apply to any individual indemnification claim (i) arising from any circumstance of which a Seller had Knowledge on or series prior to the Closing Date or (ii) involving fraud, willful concealment or the commission of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount)any crime by a Seller. (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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and parties agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply 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 threshold for determining whether a breach of such representation or warranty has occurred, individually or in the aggregate together with any breaches of any other representations and warranties (whether or not such representations and warranties contain materiality qualifications), shall be Purchaser Losses arising out of, resulting from or relating in excess of the Purchaser Liability Cushion (without separately giving effect to any action or inaction that constitutes fraudsuch materiality qualification).

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim for indemnification under 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 $562,500 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess of $562,500. Notwithstanding the foregoing, the Purchaser Basket shall not apply to any Purchaser Losses arising out of or related to fraud, willful misconduct or gross negligence or a breach of the Operational Fundamental Representations, no amounts of indemnity and the Seller Parties 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 liable for all Purchaser 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 thereto. The Seller Parties’ aggregate liability for Purchaser Losses (i) relating to claims for indemnification pursuant under Sections 9.1(a)(i) and 9.1(a)(ii) shall not exceed an aggregate of $10,000,000 (the “Cap”), provided that the Cap shall not apply to Section 7.1 or Section 7.2 in excess claims with respect to breaches of the Threshold AmountFundamental 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) Solely 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 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 a breach of the Operational Representationsindemnification provisions hereof, 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 and (ii) against Sellers under Section 7.1(b) shall not exceed, in determining whether the aggregate, the 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 be limited in amountPurchaser Basket has been surpassed. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) unless and until the Buyer The Purchaser 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 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 be limited in amount. (d) In make any claim for indemnification under this AgreementSection 10.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds $25,000 (the “Basket”), neither Sellers nor Buyers shall be required to indemnify any Person in which event the Purchaser Indemnified Parties may claim indemnification for punitive, consequential or exemplary damages or all Purchaser Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersBasket; provided, however, that this limitation the Surviving Representations shall not apply if, and solely be subject to the 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 damagesBasket. (b) The aggregate amount of Purchaser Losses recoverable by the Purchaser Indemnified Parties (by offset or otherwise) under Section 10.1(a) and/or Section 10.1(c) shall not exceed the Cap; provided, however, that the Surviving Representations and Purchaser Losses recoverable under Sections 10.1(b), (d), (e), (f) Any indemnity payment under this Agreement and (g) shall not be treated as an adjustment subject to the Purchase Price for Tax purposes, unless otherwise required by applicable LawCap. (fc) The Subject, as applicable, to the recovery limitations under Section 10.6(b), the maximum aggregate amount of Purchaser Losses that the Purchaser Indemnified Party Parties shall take all commercially reasonable steps be entitled to mitigate Losses in respect recover directly from the Major Stockholder (other than, subject to Section 10.6(b), by offset) under Section 10.1 shall not exceed the greater of any claim for which it is seeking indemnification (i) $1,578,000 and (ii) the amount of Merger Consideration actually received by the Major Stockholder; provided, however, the following shall use reasonable efforts to avoid any costs or expenses associated with such claim, and, if such costs and expenses cannot be avoided, subject to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply such limitation with respect to the Major Stockholder: (A) Purchaser Losses under Section 10.1(b) that arise out of or result from any breach of any covenant, agreement or undertaking made by the Major Stockholder or any of its Affiliates (excluding, for clarity, the Company (if otherwise applicable) from such “Affiliates”) under Article VI in this Agreement, and (B) Purchaser Losses arising under Section 10.1(g) that arise out of, resulting from of or relating relate to any action fraud, intentional misrepresentation, criminal activity, or inaction that constitutes fraudwillful misconduct of the Major Stockholder or any of its Affiliates (excluding, for clarity, the Company (if otherwise applicable) from such “Affiliates”) in connection with this Agreement.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, Purchaser Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to claim against Sellers for indemnification under Section 7.1(a) or Section 7.2(a11.1(b) unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of all Losses or Seller Losses, respectively, in excess of pursuant to Section 11.1(b) exceeds an amount equal to One Million Two Hundred Eighty Five Thousand Dollars ($185,0001,200,000) (the “Threshold AmountPurchaser Basket”) ), in the aggregate, after which point the Buyer event Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses or Seller may claim indemnification for all Purchaser Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of including 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 initial One Million Two Hundred Thousand Dollars ($25,0001,200,000) (which Losses shall not be counted towards subject to the Threshold Amountother limitations herein). (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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation the Fundamental Representations shall not apply if, and solely be subject to the 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 shall be treated as 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 count towards the Purchaser Basket. The total aggregate amount thereof. (g) The Parties acknowledge and agree that of the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply liability of Sellers for Losses with respect to any claims made pursuant to Section 11.1(b) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Purchaser Cap”); provided, however, that the total aggregate amount of the liability of Seller for Losses arising out of, resulting from of intentional fraud or relating a breach of any of the Fundamental Representations shall not be subject to any action such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Sellers under this Agreement and the transactions contemplated hereby (but, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) shall be limited to the Purchase Price. (b) Notwithstanding anything to the contrary set forth herein, Seller Indemnified Parties shall not make a claim against Purchaser for indemnification under Section 11.2(c) unless and until the aggregate amount of all Losses pursuant to Section 11.2(c) exceeds an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “Seller Basket”), in which event Seller Indemnified Parties may claim indemnification for all Seller Losses, including the initial One Million Two Hundred Thousand Dollars ($1,200,000) (subject to the other limitations herein); provided, however, that the Fundamental Representations shall not be subject to and shall not count towards the Seller Basket. The total aggregate amount of the liability of Purchaser for Losses with respect to any claims made pursuant to Section 11.2(c) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Seller Cap”); provided, however, that the total aggregate amount of the liability of Purchaser for Losses arising out of intentional fraud or inaction that constitutes frauda breach of any of the Fundamental Representations shall not be subject to any such limits. Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of Purchaser under this Agreement and the transactions contemplated hereby (but, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) after the payment of the Purchase Price to Seller shall be limited to the Purchase Price.

Liability Limits. (a) Solely with respect to a breach GPI shall have no liability for Losses until such time as the aggregate of such Losses exceeds $1,500,000 (the Operational Representations"Deductible") and thereafter, no amounts of indemnity GPI shall be payable pursuant to Section 7.1(a) or Section 7.2(a) unless and until indemnify the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer for all 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 incurred in excess of the Threshold Amount. (b) Solely with respect to a breach of Deductible, provided 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 limitation contained in this 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c3(a) shall not apply with respect to any Losses arising out ofunder Section 8.5 of the Merger Agreement, and provided further that Losses pursuant to Section 8.5 of the Merger Agreement shall not be taken into account in determining whether the Deductible has been met. (b) Solely for purposes of this Agreement, a Loss or series of related Losses shall be deemed to have a Material Adverse Effect if the amount of such Loss or series of related Losses exceeds $250,000. (c) In the case of all Premises (including the College Park Premises and including Development Properties and Contract Properties acquired after the Closing Date) if there shall be a Material Adverse Effect and an Indemnified Party (A) shall make a claim for a Loss with respect to which an Indemnified Party is entitled to indemnification under Section 2 (a) resulting from (1) a reduction or relating offset of rent for a period which is less than the remaining term of the lease or (2) a tenant claim for one time refund of rent or other amounts, then in either case, the amount of the Loss shall be equal to such offset, reduction or tenant claim or (B) shall make a claim for a Loss with respect to which an Indemnified Party is entitled to indemnification under Section 2(a) resulting from a reduction or offset of rent for a period equal to the remaining term of the lease, then the amount of the Loss shall be equal to ten (10) times the amount of such offset or reduction. In the case of the College Park Premises, if either (1) a reduction in rent during the extension period from the rent for such extension period set out by the terms of the current lease and/or (2) a reduction in the GSA buyout option price, as contemplated by Section 2.B or 2.C of the Purchase and Sale Agreement with respect to the College Park Premises, then the amount of the Loss shall be equal to the present value of (1) the ten (10) year stream of such reduction in rent during the extension period plus (2) the reduction in the buyout option price ((1) and (2) discounted to the date of the claim at a discount rate of 10%). (d) Notwithstanding the preceding, GPI's aggregate liability for all Losses under this Agreement and, after the Closing Date, under the Merger Agreement shall not exceed and shall be payable solely from the Second Closing Consideration (as adjusted). At the Second Closing, if any action or inaction that constitutes fraudIndemnified Party shall have made a claim hereunder within the Claim Period which remains outstanding, HRPT shall deliver to _____________ as escrow agent (the "Escrow Agent") a number of HRPT Common Shares having a value (based on the Merger Price) equal to the amount of such claim.

Liability Limits. (aNotwithstanding anything to the contrary set ----------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against the Sellers for indemnification under Section 10.01(d) Solely with respect to a breach for Purchaser Losses, and ---------------- the Sellers will have no liability for indemnification of the Operational Representations, no amounts of indemnity shall be payable any Purchaser Indemnified Party pursuant to Section 7.1(a) or Section 7.2(a10.01(a) unless and until the Buyer aggregate ---------------- Losses claimed thereunder exceed an amount equal to $250,000.00 (the "Threshold --------- Amount"), and once the aggregate amount of such Losses under Section 10.01(a) ------ ---------------- exceeds the Threshold Amount, the Purchaser 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 will be entitled to recover only Buyer all such Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 which they are entitled 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 total aggregate amount of the Indemnification Escrow Amount, or (iiliability of the Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(a) against Sellers other than Claims arising ---------------- under Section 7.1(b4.19 (Environmental Matters) ("Environmental Claims") shall not exceed, in be ------------- -------------------- limited to $3,000,000.00 (the aggregate, the 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"Purchaser Cap"), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation with ------------- -------- ------- respect to Environmental Claims the Purchaser Cap shall be increased by an additional $2,000,000 to $5,000,000 (the "Environmental Cap"), and the Seller ----------------- shall be liable for one half (1/2) of the amount of any Environmental Claims in excess of the Environmental Cap; provided, further, that total aggregate amount -------- ------- of the liability of the Company and the Seller for Purchaser Losses arising out of fraud or willful misconduct shall not apply ifbe subject to any limits. Notwithstanding the foregoing, and solely any indemnification amounts payable by the Sellers pursuant to the extent that, an this Article X will be reduced by any amounts actually ---------- recovered by any Purchaser 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 under insurance policies or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply other collateral sources with respect to such Losses and the Purchaser shall use Commercially Reasonable Efforts to collect any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudsuch amounts.

Liability Limits. (a) Solely with respect Notwithstanding anything herein to a breach of the Operational Representationscontrary, no amounts of indemnity the Participating Stockholders shall not be payable pursuant liable to the Parent Indemnified Parties for indemnification under Sections 7.1(a)(i), (ii) and (v) and Section 7.1(a) or Section 7.2(a7.1(b): (i) unless and until the Buyer Parent Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer incurred Losses or Seller Losses, respectively, under Section 7.1 in excess of One Hundred Eighty Five Thousand Dollars ($185,000) 287,500 in the aggregate (the “Threshold Deductible Amount”) in the aggregate), after at which point the Buyer Parent Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer be indemnified for the aggregate Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to under Section 7.1 or Section 7.2 in excess of the Threshold Deductible Amount; and (ii) with respect to any individual claim unless the amount of such individual claim exceeds $40,000. (b) Solely with respect Notwithstanding anything herein to a breach of the Operational Representationscontrary, Sellers the Participating Stockholders shall not be liable to the Parent Indemnified Parties for indemnification under Section 7.1 with respect to any individual or series claim arising out of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards to matters within the Threshold Amount)actual knowledge of Parent at the Effective Time. (c) The 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 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 against the 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 Buyer such Losses and (B) second, after the disbursement or cancelation of all Escrow 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, that may be recovered (i) against Sellers each Participating Stockholder’s obligation to provide indemnification under Section 7.1(a7.1(b) will be several and not joint and will not exceed such Participating Stockholder’s Participating Stockholder Pro Rata Percentage of the aggregate amount of the 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 Participating Stockholders shall be liable pursuant to Section 7.1 shall not exceed the aggregate amount of the Escrow Shares (valuing each Escrow Share at the Parent Indemnification Escrow Amount, or (iiShare Price) against Sellers under Section 7.1(b) shall not exceed, in plus the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereofContingent Payments. (g) The Parties acknowledge aggregate amount of all Losses for which Parent and agree that the limitations set forth in Surviving Corporation shall be liable pursuant to Section 7.5(a), Section 7.5(b) and Section 7.5(c) 7.1 shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudexceed the aggregate amount of the Escrow Shares (valuing each Escrow Share at the Parent Indemnification Share Price) plus the Contingent Payments.

Liability Limits. (a) Solely with respect to a breach The total aggregate amount of the Operational Representations, Liability of the applicable Indemnifying Party shall not exceed the applicable Cap; and no amounts of indemnity Indemnified Party shall be payable indemnified by an Indemnifying Party pursuant to Section 7.1(a) or Section 7.2(a) ARTICLE X for any Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (exceeds $185,000) 50,000 (the “Threshold Minimum Claim Amount”) in the aggregate), after which point the Buyer applicable Indemnified Parties or the Seller Indemnified Parties, respectively, Party shall be entitled to recover only Buyer Losses or Seller obligated for such aggregate Losses, respectivelyincluding, with respect but not limited to claims for indemnification pursuant the Minimum Claim Amount, from the first dollar, in an amount not to exceed the applicable Cap. For avoidance of doubt, the provisions of Section 7.1 or 2.7(b) are in addition to this Section 7.2 10.6, i.e., this Section 10.6 shall not limit the provisions of Section 2.7(b) and any sums deducted under Section 2.7(b) shall not be counted in excess of the Threshold Minimum Claim Amount. (b) Solely with Payments by an Indemnifying Party pursuant to ARTICLE X in respect of any Loss shall be limited to a breach the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Operational RepresentationsIndemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, Sellers shall not be liable contribution or other similar agreements 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)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 the breach or alleged breach of this Agreement or any Transaction Document, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim). (d) The aggregate amount of Buyer Losses that may any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be recovered computed net of any insurance proceeds actually received by an Indemnified Person (inet of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) against Sellers under Section 7.1(a) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the 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 the applicable policy, assign its right to such insurance and allow the 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 not exceed promptly pay to or at the aggregate direction of the Indemnifying Party the amount of the Indemnification Escrow Amountsuch insurance proceeds subsequently received (net of all related costs, or (ii) against Sellers under Section 7.1(b) shall expenses and other losses), but not exceedmore, in the aggregate, than the Purchase Priceindemnity amount paid by the Indemnifying Party. It is acknowledged and agreed that (A) Notwithstanding the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c)foregoing, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers no Indemnified Person shall be required to indemnify any Person for punitive, consequential (i) pursue such insurance prior to seeking indemnification under this ARTICLE X or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely (ii) commence litigation to the extent that, an Indemnified Party recover proceeds under such insurance policies if it 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 damagesunreasonable do so. (e) Any indemnity payment under this Agreement No Indemnified Person shall be treated as an adjustment entitled to the Purchase Price indemnification hereunder for Tax purposes, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses any loss in respect of any claim 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 it is 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 shall use reasonable efforts to avoid the extent of any costs loss arising from any breach by the party seeking indemnification of its obligations under this Agreement or expenses associated with the other Transaction Documents (in each case provided such claimparty’s breach is a principal cause or principal contributing factor to such party’s Losses related thereto), andand (iii) such loss is offset by a corresponding gain accruing after the Closing Date, if such costs and expenses cannot be avoideddirectly or indirectly, to use commercially reasonable efforts the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to minimize the amount thereofsuch loss. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely Except for Losses based on fraud or Losses arising under Sections 9.01(a)(ii) or 9.01(a)(iii) or any breach of the representations and warranties in the Transition Services Agreement or failure to perform under the terms of the Transition Services Agreement (with respect to a breach of the Operational Representationswhich there will be no limitation), no amounts of indemnity Sellers' indemnification obligations hereunder 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 Partieslimited, 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 to 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 Escrowed Amount. (b) Solely Except for Losses based on fraud or Losses arising under Sections 9.01(b)(ii), 9.01(b)(iii), 9.01(b)(iv) or 9.01(b)(v) or any breach of the representations and warranties in the Warrant or failure to perform under the terms of the Warrant (with respect to a which there will be no limitation), Purchasers' and Parent's indemnification obligations hereunder shall be limited, in the aggregate, to $600,000.00. (c) Except for Losses based on fraud, the indemnification provisions of this Article IX are the sole and exclusive remedy of any Purchaser Indemnified Party for breach of any of Sellers' representations or warranties contained herein. (d) Except for Losses based on fraud, the Operational Representations, indemnification provisions of this Article IX are the sole and exclusive remedy of any Seller Indemnified Party for breach of any of Parent or Purchasers' representations or warranties contained herein. (e) Sellers shall not be liable to Purchaser Indemnified Parties 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 arising under Section 7.1(a) shall not exceed 9.01(a)(i), unless and until the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount of Buyer such Losses that may be recovered against Sellers under Section 7.1(c)exceed $60,000, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither then Sellers nor Buyers shall be required to indemnify any Person liable for punitive, consequential or exemplary damages or all such Losses, including loss not just the amount in excess of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law$60,000. (f) The Purchasers and Parent shall not be liable to Seller Indemnified Party Parties for Losses arising under Section 9.01(b)(i), unless and until the aggregate of such Losses exceed $60,000, and then Purchasers and Parent shall take be liable for all commercially reasonable steps to mitigate such Losses, not just the amount in excess of $60,000. (g) All claims for Losses in respect hereunder shall be made net of any claim for which it is seeking indemnification and insurance proceeds actually recovered by the party claiming such indemnification; provided, that, such party shall use reasonable efforts to avoid any costs or expenses associated with such claim, and, if such costs and expenses cannot only be avoided, obligated to use commercially reasonable efforts to minimize the amount thereofpursue any such insurance proceeds. (gh) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a)In no event shall any party be liable under this Article IX for special, Section 7.5(bindirect, consequential (including lost profits) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudpunitive damages.

Liability Limits. (a) Solely with respect Notwithstanding anything to a breach of the Operational Representations, contrary set forth herein: (i) the Seller shall have no amounts of indemnity shall be payable liability pursuant to Section 7.1(a8.1(a) for any individual claim (or group of related claims arising out of the same series of facts, conditions or events) unless the Buyer Losses in respect of such claim or group of related claims exceeds $37,500 (such amount, the “Buyer Mini-Basket”) (after which, subject to the terms, conditions and limitations otherwise set forth in this Article VIII, the Seller shall be liable for the full amount of such Buyer Losses); (ii) the Buyer Indemnified Parties shall not make a claim against the Seller for indemnification under Section 7.2(a8.1(a) for Buyer Losses unless and until the aggregate amount of such Buyer Indemnified Parties or Losses exceeds $1,670,000 (the “Buyer Basket”), in which case the Seller Indemnified Parties, respectively, shall have suffered be liable only for such Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) 835,000 (the “Threshold AmountBuyer Basket Tipping Point”) in the aggregate); provided, 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, that solely with respect to claims any such claim for indemnification a breach of any representation or warranty for which the Seller delivers a Supplement pursuant to Section 7.1 5.5(b), the Buyer Basket shall be deemed to equal $4,125,000 and the Buyer Basket Tipping Point shall be deemed to equal $2,062,500; and (iii) the total aggregate amount of the liability of the Seller for Buyer Losses pursuant to Section 8.1(a) shall be limited to $16,700,000 (the “Buyer Cap”). Notwithstanding anything to the contrary set forth herein, the Seller Fundamental Representations and the representations and warranties set forth in Section 3.15(d), Section 3.15(e), and Section 3.17 shall not be subject to the Buyer Mini-Basket, the Buyer Basket or the Buyer Cap; provided, that the total aggregate amount of the liability of the Seller for Buyer Losses arising under Section 7.2 3.15(d), Section 3.15(e), and Section 3.17 shall be limited to $167,000,000; provided, further, that in no event shall the Seller be responsible for any liability under this Agreement in an amount in excess of the Threshold Amountproceeds received by it hereunder. (b) Solely The amount of any and all Losses under this Article VIII shall be determined net of any amounts actually recovered pursuant to any insurance, indemnity, reimbursement arrangement, or similar contract or other recovery available to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (in each case, net of any fees, expenses or Taxes incurred in connection therewith, including increased premiums) (each, an “Alternative Recovery”). The Indemnified Party will, subject applicable Law and Contract, use commercially reasonable efforts to seek recovery under all such Alternative Recoveries with respect to a breach of any Loss to substantially the Operational Representationssame extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder; provided, Sellers that the foregoing clause shall not be liable deemed to require that any Indemnified Party commence, defend or participate in litigation. In the event that the Indemnified Party receives recovery of any amount pursuant to an Alternative Recovery for any individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards it has already been indemnified by the Threshold Amount)Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount to the Indemnifying Party. (c) The aggregate amount All Losses shall be determined without duplication of Buyer recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. No Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed this Article VIII to the aggregate amount extent such Losses were taken into account as Closing Indebtedness, Closing Transaction Expenses or Closing Aggregate Deferred Revenue in the adjustment of the Indemnification Escrow Amount, or (ii) against Sellers Purchase Price pursuant to Section 2.6. No Indemnified Party will have any right to make a claim for any Loss under Section 7.1(b) shall not exceedthis Article VIII except to the extent such Indemnified Party believes in good faith that it is reasonably likely to, in the aggregatefact, the 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)incur such Loss, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers in no event can any Indemnified Party recover under Section 7.2, shall not be limited in amountthis Article VIII unless and until a Loss is actually incurred. (d) In no event shall any claim party hereto have any liability under any provision of this Agreement or any Ancillary Agreement for indemnification under this Agreementany (i) punitive or exemplary damages, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, (ii) unforeseeable consequential or exemplary unforeseeable special damages or Losses, including loss of profits, loss of revenues, loss of (iii) any damages based on a multiple of reduced cash flow or earnings or similar measures of the Companyearnings, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely each case except to the extent that, paid or required to be paid by 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 damagesthird party. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein, (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity The Frey ▇▇▇reholders 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 Purchaser Losses arising hereunder to the extent that any individual or series of related such Purchaser 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, One Million Dollars ($1,000,000) (the Purchase Price. It is acknowledged "Shareholder Basket Amount") 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers such liability shall be required to indemnify any Person only for punitiveamounts which, consequential or exemplary damages or Lossesin the aggregate, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures are in excess of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersShareholder Basket Amount; provided, however, that this limitation Purchaser Losses arising under or pursuant to any Shareholder Surviving Matters shall not apply ifbe 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"); (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 solely 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 contribution by the Frey ▇▇▇reholders; (v) Except for a claim, if any, under Section 10.1(vii) hereof, the Frey ▇▇▇reholders' maximum liability for 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 toSection 10.1(iv) shall be Ten Million Dollars ($10,000,000) as provided for in this Section 10.5(c); (d) The Frey ▇▇▇reholders shall not have any liability with respect to Purchaser Losses to the extent that, an Indemnified Party is seeking to obtain through indemnification reimbursement of Losses resulting that any Waldorf Entity actually recovers from an award in a Third Party Claim against such Indemnified Party of consequential, exemplary or punitive damages. Champion International Corporation (e"Champion") Any indemnity payment under this Agreement shall be treated as an adjustment pursuant to the Purchase Price for Tax purposesand Sale Agreement (the "Champion Agreement"), unless otherwise required by applicable Law. (f) The Indemnified Party dated July 5, 1985, among Champion and Waldorf Corporation, based on the matters giving rise to such Purchaser Losses. To the extent of such recovery, such Purchaser Losses 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, considered as Purchaser Losses. Purchaser shall cause Wabash or Waldorf to use commercially reasonable efforts to minimize seek recovery from Champion for any Purchaser Losses for which, in the amount thereof. (g) The Parties acknowledge and agree that opinion of Purchaser's counsel, a Waldorf Entity is reasonably likely to be entitled to recovery under the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall Champion Agreement. If Purchaser does not apply seek recovery from Champion under the Champion Agreement with respect to any Purchaser Losses for which the Frey ▇▇▇reholders have paid Purchaser, the Frey ▇▇▇reholders shall be 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 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 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 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 actual earnings were $9 million, Purchaser might have a claim for $1 million to reflect the shortfall in earnings) and (ii) for some multiple of the shortfall in earnings to reflect a diminution in value of the Waldorf Entities (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"). 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 out ofunder or pursuant to Section 10.1(i) as a result of a breach 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 Waldorf Entities after the Closing Date with respect to taxable periods ended on or before the 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 relating the payment to any action or inaction that constitutes fraudGECC pursuant to the GECC Agreement, as modified by the Waldorf Settlement Document.

Liability Limits. (a) Solely The Purchaser Indemnified Parties shall not make a claim for indemnification under Section 7.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds U.S.$100,000.00, in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses over U.S.$50,000.00 in the aggregate, and the total aggregate liability for Purchaser Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable any claims made 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 limited to recover only Buyer Losses (i) U.S.$12,000,000.00 for claims arising from or Seller Lossesrelated to Seller’s breach of Section 3.1 (Organization; Standing and Power; Subsidiaries), respectivelySection 3.3 (Authority; Binding Nature of Agreement), with respect Section 3.7 (Title to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess and Sufficiency of the Threshold AmountAssets), Section 3.10 (Intellectual Property), Section 3.12 (Compliance with Law; Governmental Authorizations) and Section 3.13 (Tax Matters), and (ii) U.S.$3,000,000.00 for all other claims. Notwithstanding the foregoing, the limitations set forth in this Section 7.6(a) shall not apply to any Purchaser Losses arising out of or related to fraud or willful misconduct. (b) Solely with respect to a breach of the Operational Representations, Sellers The Seller Indemnified Parties shall not be liable make a claim 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 indemnification under Section 7.1(a7.2(a) shall not exceed for Seller Losses unless and until the aggregate amount of such Seller Losses exceeds U.S.$100,000.00, in which event the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, Seller Indemnified Parties may claim indemnification for all Seller Losses over U.S.$50,000.00 in the aggregate, and the Purchase Price. It is acknowledged and agreed that (A) the total aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c), and (B) the aggregate amount of liability for Seller Losses that may be recovered against Buyers under with respect to any claims made pursuant to Section 7.2, 7.2(a) shall not be limited in amount. (d) In any claim for indemnification under this Agreementto U.S.$3,000,000.00. Notwithstanding the foregoing, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in this Section 7.5(a), Section 7.5(b) and Section 7.5(c7.6(b) shall not apply with respect to any Seller Losses arising out of, resulting from of or relating related to any action fraud or inaction that constitutes fraudwillful misconduct.

Liability Limits. (a) Solely with Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold harmless any Buyer Indemnified Party from Liability shall be limited, in the aggregate, as follows: (i) With respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant Liability due to Section 7.1(a8.1(a) or Section 7.2(a8.1(b) unless of this Agreement, except as otherwise provided, Seller’s obligation to indemnify, defend and until hold harmless the Buyer Indemnified Parties shall not arise (i) for any individual Liability totaling less than Two Hundred Fifth Thousand Dollars (US$250,000) or (ii) unless and until, after taking into account the Seller other limitations of this Section 8.4, the Buyer Indemnified Parties, respectively, Parties shall have suffered Buyer Losses Liabilities indemnifiable under Section 8.1(a) or Seller LossesSection 8.1(b) which, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”) in the aggregate, after exceed one percent (1%) of the Purchase Price, in which point case the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall then be entitled to recover only the full amount of all Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) including any individual Liability totaling less than Two Hundred Fifty Thousand Dollars (US$250,000); provided, that in no event shall the aggregate amount required to be paid by Seller to all Buyer Losses or Seller Losses, respectively, Indemnified Parties entitled to indemnity with respect to claims Liability under Section 8.1(a) or Section 8.1(b), except as otherwise provided, exceed an amount equal to ten percent (10%) of the Purchase Price. The foregoing limitations shall not apply to a claim for indemnification pursuant to the extent such claim is based upon a breach of any of the Tax Representations, Tax covenants to make any payment or reimbursement contained in Sections 5.14(a) through 5.14(d), or as a result of any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement. (ii) for purposes of computing the aggregate amount of Liability indemnifiable by 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 under Section 7.1 8.1(a) or Section 7.2 in excess 8.1(b) shall be limited to, the amount of the Threshold AmountLiability that remains after deducting therefrom any third Person insurance proceeds and any indemnity, contributions or other similar payment actually received by a Buyer Indemnified Party with respect to such Claim. (b) Solely with respect to a breach of the Operational RepresentationsIN ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, Sellers shall not be liable for any individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars NO PARTY SHALL BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY FOR SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, ANY MULTIPLE OF REDUCED CASH FLOW, INTERFERENCE WITH OPERATIONS, OR LOSS OF LENDERS, INVESTORS OR BUYERS, EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS ($25,000) (which Losses shall not be counted towards the Threshold AmountOTHER THAN CLAIMS BY AN ASSIGNEE). (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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Seller under this ARTICLE 8 for any Purchaser Losses and no Seller Indemnified Party shall be indemnified by the Purchaser under this ARTICLE 8 for any Seller Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) any Claim unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer such Claim involves Purchaser Losses or Seller Losses, respectivelyas applicable, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) 50,000 (the “Threshold AmountDeductible”) in the aggregate), after which point the Buyer Indemnified Parties or the Seller Indemnified Partiesor Purchaser, respectivelyas applicable, shall be entitled to recover only Buyer obligated for such aggregate Purchaser Losses or Seller Losses, respectivelyas applicable, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of from the Threshold Amountfirst dollar. (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) 8.6.1 The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the total aggregate amount of the Indemnification Escrow Amountliability of the Seller for Purchaser Losses pursuant to Section 8.1.1, Section 8.1.2 and Section 8.1.3 and of the Purchaser pursuant to Section 8.2.1, shall be limited to $2,000,000 (the “Cap”). 8.6.2 Neither the Deductible nor the Cap shall apply to any Purchaser Losses or Seller Losses (i) which are not expressly subject to the Cap; or (ii) against Sellers in respect of any fraud Claim. 8.6.3 Payments by an Indemnifying Party pursuant to Section 8.1 or Section 8.2 in respect of any Purchaser Loss or Seller Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such Claim. The Indemnified Party shall use its commercially reasonable efforts to recover under Section 7.1(binsurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. 8.6.4 In no event shall any Indemnifying Party be liable to any Indemnified Party 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 the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim). 8.6.5 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 Party (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 indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the 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 Party subsequently receives such insurance proceeds, then the Indemnified Party 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 exceedmore, in the aggregate, than the Purchase Priceindemnity amount paid by the Indemnifying Party. It Notwithstanding the foregoing, no Indemnified Party shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE 8 or (ii) commence litigation to recover proceeds under such insurance policies if it is acknowledged and agreed unreasonable do so. 8.6.6 No Indemnified Party shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (Ai) such loss would not have arisen but for the aggregate amount enactment of Buyer any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Entity 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 to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement (provided such party’s breach is a principal cause or principal contributing factor to such party’s Losses that may be recovered against Sellers under Section 7.1(crelated thereto), and (Biii) such loss is offset by a corresponding gain accruing after the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2Closing Date, shall not be limited in amount. (d) In any claim for indemnification under this Agreementdirectly or indirectly, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures the benefit of the Companyparty seeking indemnification, diminution in valueas a direct result of the act, loss of anticipated profitsmatter, interference with Company operations, omission or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely circumstance giving rise to the 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 damagesloss. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to a breach of the Operational Representations, no amounts of indemnity contrary set forth herein: Neither Corporation nor the Shareholder shall be payable liable to Purchaser for Losses arising hereunder until the aggregate of such Losses incurred by Purchaser exceed $75,000 (the "Seller Basket Amount"); and then Corporation and the Shareholder shall be liable for all such Losses (not just the amount in excess of $75,000); provided, however, that Losses arising under or pursuant to Section 7.1(a) or 9.01(a)(ii), Losses relating to any breach of Section 7.2(a) unless 2.02 and until the Buyer Indemnified Parties or Losses based on fraud shall not be subject to the Seller Indemnified PartiesBasket Amount, respectively, and the amount of any such Losses shall have suffered Buyer not be included with other 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 determining whether 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 Basket Amount has been reached. Purchaser shall not be liable to Seller for any individual 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 series pursuant to Section 9.01(b)(ii) of related this Agreement and Losses which do based on fraud shall not exceed Twenty-Five Thousand Dollars ($25,000) (which be subject to the Purchaser Basket Amount, and that the amount of any such Losses shall not be counted towards included with other Losses in determining whether the Threshold AmountPurchaser Basket Amount has been reached. Except for Losses based on fraud (with respect to which there will be no limitation). (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 indemnification obligation of Corporation and the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) Shareholder hereunder shall not exceed, in the aggregate, an amount equal to the Purchase Price. It is acknowledged and agreed that Price (A) the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c"Seller Cap Amount"), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this 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 Seller 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 apply ifexceed, and solely to in the extent thataggregate, 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 shall be treated as an adjustment amount equal to the Purchase Price for Tax purposes(the "Purchaser Cap Amount"); provided, unless otherwise required by applicable Law. (fhowever, that Losses arising under or pursuant to Section 9.01(b)(ii) The Indemnified Party of this Agreement 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, subject to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge Purchaser Cap Amount and agree that there shall be no limitation on the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply indemnification obligations of Purchaser with respect to any Losses arising out ofunder or pursuant to such provision. Escrow Agreement. As security for the indemnification obligations of Seller hereunder, resulting from or relating the Escrowed Amount will be placed in escrow with the Escrow Agent pursuant to any action or inaction that constitutes fraudthe terms of the Escrow Agreement.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Concurrent Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Company for indemnification under this Section 7.1(a) or Section 7.2(a) 9 for Concurrent Losses unless and until the Buyer aggregate amount of such Concurrent Losses exceeds the U.S. $75,000 (the "CONCURRENT BASKET"), in which event the Concurrent Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller may claim indemnification for all Concurrent Losses, respectivelyincluding the initial U.S. $75,000; provided, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (however, the “Threshold Amount”) in Surviving -------- ------- Obligations and the aggregate, after which point Surviving Representations shall not be subject to 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 AmountConcurrent Basket. (b) Solely with respect Notwithstanding anything to a breach the contrary set forth herein, the maximum aggregate liability of the Operational RepresentationsCompany under this Section 9 for Concurrent Losses shall not exceed the Purchase Price (the "AGGREGATE LIABILITY CAP"); provided, Sellers however, the Surviving Obligations and the -------- ------- Surviving Representations 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 subject to the Threshold Amount)Aggregate Liability Cap. (c) The aggregate amount No Indemnified Party otherwise entitled to indemnification under this Section 9 shall be indemnified pursuant to this Section 9 to the extent that a court of Buyer Losses competent jurisdiction finally determines that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed such Indemnified Party's losses are caused by the aggregate amount willful misconduct or gross negligence of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amountsuch Indemnified Party. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall No Indemnifying Party will be required to indemnify any Person Indemnified Party under this Section 9 for punitive, consequential any Concurrent Losses or exemplary damages or Losses, including Company Losses (as the case may be) to the extent reimbursed by insurance payments that are directly attributable to such loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures and are paid to such Indemnified Party prior to the expiration of the Company, diminution in value, Claims Period with respect to such loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersunder this Section 9; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 obtain recovery under any costs insurance policy which was acquired by such Indemnified Party for the specific Concurrent Losses or expenses associated with Company Losses (as the case may be) for which the Indemnified Party is seeking indemnification, that is in effect at such claimtime of such loss and for which the Indemnified Party may be entitled to indemnification; provided, andfurther, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth nothing in this Section 7.5(a), Section 7.5(b) and Section 7.5(c9.4(d) shall not apply -------- ------- require an Indemnified Party to obtain any insurance with respect to any Concurrent Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudCompany Losses (as the case may be) for which it may seek indemnification hereunder.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a9.2(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) 468,500 (the “Threshold Deductible Amount”) in the aggregate, after in which point case 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 Deductible Amount.; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (i) Fundamental Representations or (ii) Fraud shall not, in each case, be subject to the Deductible Amount; (b) Solely in no event shall the 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 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 Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the “Environmental 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); (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 breach of the Operational Representations, Sellers 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 individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards Loss to the Threshold Amount).extent that it is attributable to the Indemnified Party’s failure to mitigate following a reasonable request; (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) 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 not exceed promptly pay over to Seller the lesser of the amount so recovered and the aggregate amount of such indemnification payments; (j) the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) liability of Seller for Buyer Losses shall not exceed, be considered in the aggregate, the Purchase Price. It is acknowledged aggregate and agreed shall be determined on a cumulative basis so that (A) the aggregate amount of all Buyer Losses that may incurred under Article IX shall be recovered against Sellers under Section 7.1(c)combined for purposes of determining limitations on liability, and (B) including the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount.maximum liability amounts described above; (dk) In in any claim for indemnification under this Agreement, neither Sellers nor Buyers no Party shall be required to indemnify any Person for punitive, consequential punitive or exemplary damages or Lossesdamages, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely except to the extent that, an Indemnified such damages are payable pursuant to a Third-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.Claim; (el) Any any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax U.S. federal income tax purposes, unless otherwise required by applicable Law.; and (fm) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect for the avoidance of any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claimdoubt, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in this Section 7.5(a), Section 7.5(b) and Section 7.5(c) 9.6 shall not apply with respect to any Losses liability for indemnification obligation arising out of, resulting from or relating to any action or inaction that constitutes fraudunder Section 7.2(f).

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth in this Agreement, the Purchaser Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) Sellers for indemnification under this Article XI for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (exceeds $185,000) 500,000 (the “Threshold Amount”) ), in which event the aggregate, after which point the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to may recover only Buyer the amount of such Purchaser 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; 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) Solely 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 a breach of the Operational Representations, Sellers Purchaser Fundamental Representations and the Purchaser Fundamental Obligations 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 subject to the Threshold Amountlimitations set forth in this Section 11.5(b). (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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or pay an aggregate amount in excess of $8,000,000 in respect of Purchaser Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation 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 apply ifbe subject to such limitation; provided, and solely further, that in no event shall the Sellers be required to pay an aggregate amount in excess of the 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 with respect to the extent thatPurchaser Fundamental Representations 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 Indemnified Party is seeking to obtain through indemnification reimbursement aggregate amount in excess of Losses resulting from an award the Cap under this Article XI in a Third Party Claim against such Indemnified Party respect of consequential, exemplary or punitive damagesSeller Losses. (e) Any indemnity payment 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 treated 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 an adjustment applicable, for which indemnification is provided under this Agreement, each Party will use commercially reasonable efforts to obtain any and 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 Purchase Price for Tax purposes, unless otherwise Sellers shall be required by applicable Lawto first pursue such insurance policies prior to pursuing any of Purchaser’s or the Sellers’ respective other rights or remedies. (f) The 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 take all use commercially reasonable steps efforts to mitigate 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 any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claim, andit 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, if such costs and expenses cannot exhaustion or other failure to obtain coverage, the applicable Purchaser Indemnified Party shall be avoided, required to use commercially reasonable efforts to minimize seek coverage under Product Liabilities Policy or any replacement policy in respect thereof and to seek recovery from the amount thereofinsurer 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 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 Agreement will be reduced (or subject to partial repayment) to take account of any permanent, net Tax benefit actually realized by the Indemnified Party in cash, cash equivalents or the reduction in any amount then payable, arising from the 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 receipt of the 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 Indemnified Party, and any applicable Affiliates). (h) Notwithstanding anything to the contrary set forth in Section 11.1, the 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 Purchaser Indemnified Parties acknowledge pursuant to this Article XI exceed the portion of the 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 agree that the warranty or covenant. (l) The indemnification limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) 11.5 shall not apply with respect to any Losses claims arising out of, resulting from of or relating to any action intentional breach, fraud or inaction that constitutes fraudwillful misconduct.

Liability Limits. (aNotwithstanding anything to the contrary set ---------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against MSAI or the Seller for indemnification under Section 10.01(d) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Losses, respectively, in excess of One exceeds One-Hundred Eighty Five Fifty Thousand Dollars ($185,000150,000.00) (the “Threshold Amount”) "Purchaser Basket"), in ---------------- which event the aggregate, after which point the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer Losses or Seller Losses, respectively, with respect to claims may claim indemnification 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or all Purchaser Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersinitial $150,000.00; provided, however, that this limitation (i) -------- ------- the Surviving Representations shall not apply ifbe subject to the Purchaser Basket, and solely to (ii) for purposes of calculating the extent thatPurchaser Basket, an Indemnified Party is seeking to obtain through indemnification reimbursement the dollar value of Losses resulting from an award in a Third Party Claim against such Indemnified Party any breaches of consequential, exemplary any representation or punitive damages. (e) Any indemnity payment under this Agreement warranty shall be treated as an adjustment calculated without reference 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 materiality or expenses associated with such claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations adverse effect qualifier or exception set forth in such representation or warranty. The total aggregate amount of the liability of the Company and the Seller for Purchaser Losses with respect any claims made pursuant to Section 7.5(a), Section 7.5(b) and Section 7.5(c10.01(d) shall not apply with respect be limited to any an amount equal to Four Million Fifty-Thousand Dollars ($4,050,000) (the "Purchaser Cap"): provided, however, ------------- -------- ------- that the total aggregate amount of the liability of the Company and the Seller for Purchaser Losses arising out ofof fraud, resulting from willful misconduct or relating a violation of applicable securities or other laws shall not be subject to any action limits. In addition, the aggregate liability of Purchaser and Parent to all Seller Indemnified Parties for any Seller Losses associated with any breach or inaction that constitutes fraudfailure by Purchaser or Parent to perform under Section 6.12 of this Agreement, or arising from any inability of Seller to sell the Issued Securities in the public market, shall not exceed $500,000.

Liability Limits. (a) Solely with respect The PRGX Indemnified Parties shall have no right to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section indemnification under Sections 7.1(a) or Section 7.2(aand (d) for PRGX Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such PRGX Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (exceed $185,000) 40,000 (the “Threshold AmountCompany Basket”) ), in which event the aggregate, after which point the Buyer PRGX Indemnified Parties or may only claim indemnification for that amount by which the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer PRGX Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 exceed in excess of aggregate 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersBasket; provided, however, that this limitation the Surviving Representations of the Companies and Shareholders shall not apply ifbe subject to the Company Basket. 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 solely the Shareholders for PRGX Losses with respect to any indemnification 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 Companies and the Shareholders for PRGX Losses arising out of fraud or the Surviving Representations shall not be subject to any such limit. The total aggregate amount of the liability of the PRGX Parties for Company Losses with respect to any indemnification claims made pursuant to Section 7.2(a) shall be limited to $3,000,000; provided, however, that the total aggregate amount of the liability of the PRGX Parties for Company Losses arising out of fraud or 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 extent thatthat 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, an Indemnified Party is seeking to obtain through indemnification reimbursement of Losses as applicable, resulting from an award the passing of or change in a Third Party Claim against such any legal requirement or any accounting policy, principle or practice after the Closing Date. (d) The PRGX Indemnified Party Parties will not be entitled to indemnification under this Article 7 for PRGX Losses caused or aggravated by the operation of consequentialthe 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, exemplary in any case, that are unreasonable, grossly negligent or punitive damagesin 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) Any indemnity payment under this Agreement No Party shall be treated as an adjustment required to indemnify the Purchase Price for Tax purposesother Parties with respect to any special, unless otherwise required punitive, exemplary or consequential damages other than with respect any such damages that are successfully recovered by applicable Lawa third party. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect amount of any claim for which it indemnification is seeking indemnification and provided under this Article 7 shall use reasonable efforts be net of any (i) Tax benefits actually available to avoid any costs an Indemnified Party with respect to such claim or expenses associated with (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, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge 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-breaching Party will afford the breaching Party a reasonably opportunity (which will not be less than 10 days) to cure such breach and agree that the limitations set forth provide reasonable assistance (including access to buildings, office, book and records, properties, assets and employees) in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply connection with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudsuch cure.

Liability Limits. Notwithstanding anything to the contrary set forth in 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 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) Solely with respect to a breach of the Operational Representations, no No amounts of indemnity shall be payable pursuant to Section 7.1(a9.1(a) or Section 7.2(a9.2(a) unless and until (i) each claim or series of claims arising from the Buyer same or substantially similar facts or circumstances exceeds $50,000 (the “De Minimis Threshold”) and (ii) the applicable 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) 3,500,000 (the “Threshold Deductible Amount”) in the aggregate, after in which point the Buyer case such 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 Deductible Amount; provided that amounts of indemnity for Losses pursuant to Section 9.1(a) or Section 9.2(a) with respect to any breach of any Company Fundamental Representation or any Buyer Fundamental Representation, as applicable, shall not be subject to the De Minimis Threshold or the Deductible Amount.; (a) Any indemnification obligation of the Equity Holders pursuant to (i) this Article IX (other than any 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 Section 9.5(b) shall limit Buyer’s ability to recover Buyer Losses under the Buyer Rep and Warranty Policy; (b) Solely In no event shall the aggregate amount of indemnity required to be paid by the Equity Holders pursuant to Section 9.1 or otherwise (other than 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 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 breach 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 indemnification to the extent the Tax benefit is actually realized in the year of the Operational RepresentationsBuyer Loss or item giving rise to such a claim or the following two (2) taxable years, Sellers 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 extent 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 individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards Loss to the Threshold Amount).extent that it is attributable solely to the Indemnified Party’s failure to mitigate; (ch) The aggregate amount No Party shall be deemed to have breached any representation or warranty under this Agreement solely as a result of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(aany alteration, repeal or enactment of any Law after the Closing Date (even if such alteration, repeal or enactment is applied with retroactive effect) shall not exceed the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, any change in the aggregateaccounting policies, practices or procedures adopted by Buyer and/or its Affiliates after the 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 be limited in amount.Closing Date; (di) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the extent that, an case where a Buyer Indemnified Party is seeking recovers from any third party any amount in respect of a matter with respect to obtain through indemnification reimbursement of Losses resulting from an award in a Third Party Claim against which the Equity Holders have indemnified Buyer pursuant to this Article IX, such Indemnified Party of consequential, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) The Buyer Indemnified Party shall take all commercially reasonable steps promptly pay over to mitigate Losses the 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 respect excess of the amount by which the Equity Holders have indemnified Buyer pursuant to this Agreement) net of any claim for which it is seeking indemnification and costs of recovery; (j) With respect to the matter referenced in Item 1 on Schedule 9.1(f), the Buyer Indemnified Parties 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 their commercially reasonable efforts to minimize obtain recovery for such matter under available insurance policies, and shall only be permitted to recover payment from the amount thereof.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; (gk) 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 Parties acknowledge liability of the Equity Holders for Buyer Losses shall be considered in the aggregate and agree that shall be 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 limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudmaximum liability amounts described above.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely The liability of the Seller Parties for Purchaser Losses with respect to a breach 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 Operational Representations, no amounts Seller Parties for Purchaser Losses arising out of indemnity Fraud or breaches of the Fundamental Representations shall not be subject to such limitation. (b) The total aggregate amount of the liability of the Seller Parties for Purchaser Losses with respect to any claims made pursuant to Section 7.1(a) shall be payable limited to TWO HUNDRED THOUSAND DOLLARS ($200,000) (the “Cap Amount”); 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 the Cap Amount; provided, further, that, the maximum amount of Purchaser Losses that the Purchaser Indemnified Parties shall be entitled to recover from each Seller Party under this Article VIII (including Purchaser Losses arising out of breaches of the Fundamental 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 twelve (12) months after the Closing Date shall be released to the Sellers; 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 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 Sellers shall not have aggregate liability in respect of Purchaser Losses under Section 7.1(a) in excess of the Cap Amount, in each case, except in the case of 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 7.2(a7.1(e), a Purchaser Indemnified Party shall first make a claim to seek recovery under the 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) unless and until shall require a Purchaser Indemnified Party to file suit or pursue or initiate litigation, mediation or any other applicable proceedings against the Buyer Indemnified Parties or insurer under the Seller R&W Insurance Policy prior to seeking indemnification under this Article VII. (e) The Purchaser, on behalf of Purchaser Indemnified Parties, respectively, shall have suffered Buyer 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, respectively, in excess of One Hundred Eighty Five Thousand Dollars Losses sustained by an Indemnified Party are covered by an insurance policy ($185,000) (other than 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 AmountR&W Insurance Policy). (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 an indemnification, contribution, or similar obligation of another Person (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregateother than an Affiliate of such Indemnified Party), the 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)Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2contribution, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyerspayments; provided, however, that this limitation no Indemnified Party shall not apply ifbe 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 solely out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the extent that, an right of indemnification. If any Indemnified Party is seeking to obtain through actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification reimbursement of Losses resulting from an award in a Third Party Claim against claim under Section 7.1 or Section 7.2, as applicable, such Indemnified Party of consequential, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment refund to the Purchase Price for Tax purposesIndemnifying Party the amount of such insurance proceeds or indemnity, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps contribution, or similar payments, up to mitigate Losses the amount actually received in respect of any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated connection with such indemnification claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The No Purchaser Indemnified Parties acknowledge and agree that the limitations set forth 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 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud1.4.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely in no event shall Seller’s total aggregate liability for any and all Buyer Losses exceed the Base Purchase Price; (b) for purposes of computing the 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 Section 8.1 shall be limited to, the amount of Losses that remain after deducting therefrom (i) any third party insurance proceeds (including pursuant to Section 5.16) and any indemnity, contributions or other similar payment actually received from any third party with respect thereto; and (ii) any net Tax benefit recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to a breach of the Operational RepresentationsLosses giving rise to such claim for indemnification, no amounts to the extent such benefit is recognized in the taxable year in which the relevant Losses were incurred or the immediately succeeding taxable year; (c) the amount 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, 8.1 with respect to claims for indemnification any Loss shall be reduced to the extent necessary to prevent duplication of any adjustment to the Closing Purchase Price reflected on the Final Closing Statement; (d) 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 Section 7.1 or Section 7.2 this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the Threshold Amount. (b) Solely with respect to a breach sum 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 any amount previously so paid by Seller to or on behalf of the Indemnification Escrow AmountBuyer Indemnified Party in respect of such matter, or and (ii) against Sellers under Section 7.1(b) shall not exceed, any amount expended by Seller in the aggregate, the 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 be limited in amount. (d) In pursuing or defending any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss arising out of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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.matter; (e) Any any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required purposes to the extent permitted by applicable Law.; and (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect for purposes of determining both the failure of any claim for which it is seeking indemnification representation or warranty to be true and correct and calculating Losses hereunder, any qualifications in the representations and warranties herein as to “materiality”, “Material Adverse Effect” or words of similar import 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 amount thereofdisregarded. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything contained in this Agreement to the contrary, the rights to indemnification under this Agreement are limited as follows: (a) Solely with respect to The Purchaser Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim for indemnification under this Article X for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (exceeds $185,000) 200,000 (the “Threshold Purchaser Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for Purchaser Losses to the full extent any such Purchaser Losses, up to a maximum of the Escrow Amount. Notwithstanding the foregoing, the Purchaser Indemnified Parties’ right to seek indemnification hereunder for (i) any Purchaser Losses that relate to any breach of the representations and warranties made in Sections 4.1 (Organization and Power), 4.2(a) (Authorization), 4.3 (Capitalization), 4.8 (Taxes), 4.12 (Brokerage), 4.15 (Company Benefit Plans) and 4.20 (Environmental) or (ii) any claims under Section 10.1(d), (f), (g) and (h) (subclauses (i) and (ii), collectively, the “Purchaser Basket Exclusions”) in shall not be subject to 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 AmountPurchaser Basket. (b) Solely with respect to a breach of the Operational Representations, Sellers The Member Indemnified Parties 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 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 be limited in amount. (d) In any make a claim for indemnification under this AgreementArticle X for Member Losses unless and until the aggregate amount of such Member Losses exceeds $200,000 (the “Member Basket”), neither Sellers nor Buyers shall be required in which event the Member Indemnified Parties may claim indemnification for Member Losses to indemnify the full extent of any Person for punitive, consequential or exemplary damages or such Member Losses, including loss up to a maximum of profits$1,000,000. Notwithstanding the foregoing, loss of revenues, loss of the Member Indemnified Parties’ right to seek indemnification hereunder for any multiple of reduced cash flow or earnings or similar measures Member Losses that relate to any breach of the Company, diminution representations and warranties made in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, Sections 5.1 (Organization and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(aPower), Section 7.5(b5.2(a) (Authorization) and Section 7.5(c5.7 (Brokerage) the “Member Basket Exclusion”) shall not apply with respect be subject to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudthe Member Basket.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity IFM shall be payable pursuant liable to Section 7.1(a) or Section 7.2(a) unless and until the Buyer Horizon Indemnified Parties or the Seller Indemnified Parties, respectively, and Horizon 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 be liable to IFM Indemnified Parties or for Damages only to 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 extent that 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 such Damages exceed, in the aggregate, Fifty Thousand Dollars ($50,000.00) (the 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"Basket Amount"), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation Damages arising under or pursuant to Sections 4.1, 4.2, 4.4, 4.5, 5.1, 5.2, 9.1(a), (b) and (d), and 9.2(a), (b), and (d) shall not apply ifbe subject to Basket Amount, and solely to nor shall the extent that, an Indemnified Party is seeking to obtain through amount of any such Damages or indemnification reimbursement of Losses resulting from an award be included in a Third Party Claim against determining whether such Indemnified Party of consequential, exemplary or punitive damagesBasket Amount has been reached. (eb) Any indemnity payment The indemnification obligations of IFM or Horizon hereunder shall not exceed the Purchase Price (the "Cap Amount"); provided, however, that any Damages arising under or pursuant to Sections 4.1, 4.2, 4.4, 4.5, 5.1, 5.2, 9.1(a), (b) and (d), and 9.2(a), (b), and (d) shall not be subject to the Cap Amount and there shall be no limitation on the indemnification obligations of IFM or Horizon with respect to Damages or indemnification arising under or pursuant to such Sections. (c) Neither Horizon nor IFM shall be liable under this Agreement shall be treated as an adjustment for any Damages arising out of or relating to the Port Business (as that term is defined in that certain Asset Purchase Price for Tax purposesAgreement by and between IFM and Horizon dated May 19, unless otherwise required 1998 (the "First 27 Purchase Agreement")) and the provisions of this Section 9 shall neither extend nor limit the indemnification provided by applicable Lawthe First Purchase Agreement. (fd) The Indemnified Party Neither Horizon nor IFM shall take all commercially reasonable steps be liable under this Agreement for any Damages arising out of or resulting from any defects in or damage or injury to mitigate Losses in respect of any claim person caused by any Products manufactured or delivered by IFM to Horizon pursuant to the Manufacturing Agreement, such indemnification for which it is seeking indemnification and shall use reasonable efforts such Damages 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 amount thereof. (g) The Parties acknowledge and agree that the limitations as set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudthe Manufacturing Agreement.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity The Sellers and Shareholders 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 Purchaser Losses arising hereunder solely to the extent that any individual or series of related such Purchaser 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, One Hundred Thousand Dollars ($100,000) (the 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"SAI Basket Amount"), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that Purchaser Losses arising under or pursuant to Sections 5.8(c) or 8.1 (a), (c) and (d) of this limitation Agreement, arising under or incurred in connection with any of the 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 apply if, and solely be subject to the extent thatSAI Basket Amount, an Indemnified Party is seeking to obtain through indemnification reimbursement nor shall the amount of any such Purchaser Losses resulting from an award be included with other Purchaser Losses in a Third Party Claim against determining whether such Indemnified Party of consequential, exemplary or punitive damagesSAI Basket Amount has been reached. (eb) Any indemnity payment 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 Agreement, arising under or incurred in connection with any of the 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 Sellers' Cap Amount and there shall be treated as an adjustment no limitation on the indemnification obligations of the Sellers with respect to the Purchase Price for Tax purposes, unless otherwise required by applicable LawPurchaser Losses arising under or pursuant to such provisions. (fc) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses For purposes of the indemnification obligations of the Sellers under this Article 8 and the applicable representations and warranties of the Sellers and Shareholders set forth in respect Article 3 hereof (but not for purposes 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 determining the amount thereof. (g) The Parties acknowledge and agree that satisfaction of the limitations conditions set forth in Section 7.5(a6.2(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 7.5(b8.5(a), all representations, warranties, covenants, agreements or undertakings referred to in Section 8.1 (b) and Section 7.5(c(c) hereof shall not apply with respect be read so as to any Losses arising out of, resulting from exclude therefrom the term "material" (or relating to any action or inaction that constitutes fraudsimilar works of like import) and the effect thereof under this Article 8.

Liability Limits. (a) Solely The Seller shall not have any indemnification obligations for Purchaser Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable claims made pursuant to Section 7.1(a) or Section 7.2(a7.1(b) in respect to each individual item, or group of items arising out of the same event unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of all such Purchaser Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five exceed Fifty Thousand Dollars ($185,00050,000), 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 “Threshold Amount”) in the aggregate, after which point the Buyer Indemnified Parties or total aggregate liability of the Seller Indemnified Parties, respectively, for Purchaser Losses with respect to any claims made pursuant to Section 7.1(a) or Section 7.1(b) shall be entitled limited to recover only Buyer 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 Lossesshall be liable for all Purchaser Losses with respect thereto; provided, respectivelyhowever, 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 for indemnification made pursuant to Section 7.1 7.1(a) or Section 7.2 in excess 7.1(b) under this Agreement shall be made exclusively by reduction, forfeiture or return, as the case may be, of the Threshold AmountClosing 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) Solely The total aggregate liability of the Purchaser for Seller Losses with respect to a breach of any claims made pursuant to Section 7.2 shall be limited to the Operational RepresentationsCap Amount. Notwithstanding the foregoing, Sellers the limitations set forth in this Section 7.5(b) shall not be liable for apply to any individual Seller Losses arising out of 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)to fraud, intentional misrepresentation or intentional breach. (c) The aggregate Notwithstanding the foregoing or anything to the contrary set forth in this Section 7 or otherwise in this Agreement, the Purchaser hereby acknowledges and agrees that 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, an amount of Buyer Purchaser Losses greater than such stockholders’ pro rata share of any Purchaser Losses that may exceed the Cap Amount and, irrespective of the foregoing, no stockholder of the Seller shall be recovered 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) against Sellers 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 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 7.1(a7.5(c) with respect to the shares of Parent Common Stock sold by such stockholder shall not exceed the aggregate amount lesser of (X) the value of such shares of Parent Common Stock as of the Indemnification Escrow Amountdate set forth at the end of Section 7.5(a), or (iiY) against Sellers under Section 7.1(bthe amount of cash actually received by such stockholder in 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 such sale(s)). For purposes of this Agreement, a stockholder’s “pro rata share” shall not exceedequal the percentage determined by dividing the portion of the Purchase Price actually received by such stockholder by the total Purchase Price, in the aggregate, actually received by all of the Purchase Price. It is acknowledged and agreed that stockholders of the Company (A) the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(cincluding all Earnout Payments), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In If the Seller distributes any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss portion of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as an adjustment to the Purchase Price for Tax purposesto any of its stockholders (any such distribution, unless otherwise required by applicable Law. in each case, a “ Distribution”), the Seller shall, within ten (f10) The Indemnified Party shall take all commercially reasonable steps days following each Distribution, send written notice to mitigate Losses in respect the Purchaser setting forth the details of any claim for which it is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claimDistribution, andincluding the identity of the stockholder, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereofof the Distribution and the form of consideration distributed to the stockholder in connection with the Distribution. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely The liability of the Companies and the Owners for Purchaser Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable any claims made pursuant to Section 7.1(a7.1(b) or Section 7.2(a) unless shall be limited to 50% of such Purchaser Losses; provided, however, that the liability of the Companies and until the Buyer Indemnified Parties Owners for Purchaser Losses arising out of fraud or the Seller Indemnified Parties, respectively, Surviving Representations 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 not be entitled subject 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 Amountsuch limitation. (b) Solely The total aggregate amount of the liability of the Companies and the Owners for Purchaser Losses with respect to a breach any claims made pursuant to Section 7.1(b) shall be limited to ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000)(the “Cap Amount”); provided, however, that the liability of the Operational Representations, Sellers Companies and the Owners for Purchaser Losses arising out of fraud or the Surviving Representations shall not be liable for subject to the Cap Amount. Any funds remaining in the Indemnification Escrow Fund on the date that is eighteen (18) months after the Closing Date shall be released to the Companies; provided, however, that the Escrow Agent shall continue to hold any individual or series funds that are the subject of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards asserted but unresolved claims pursuant to the Threshold Amount)terms of the Escrow Agreement. (c) The aggregate amount Purchaser shall obtain, at its sole expense, an insurance policy in respect of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount breaches or inaccuracies of the Indemnification Escrow Amountrepresentations and warranties made in Article 3 hereof (such insurance policy, or (ii) against Sellers 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 not exceedhave aggregate liability in respect of Purchaser Losses under Section 7.1(b) in excess of the Cap Amount, in each case, except in the aggregate, case of Purchaser Losses arising out of fraud or the Purchase PriceSurviving Representations. It is acknowledged and agreed The Purchaser shall use commercially reasonable efforts to ensure that (A) the aggregate amount of Buyer Losses R&W Insurance Policy expressly provides that may be recovered insurer thereunder shall have no subrogation rights to pursue any claim 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 be limited in amountCompanies or the Owners other than with respect to fraud. (d) In For purposes of this Article 7, any claim for indemnification under this Agreement, neither Sellers nor Buyers inaccuracy or breach of any representation or warranty (other than Section 3.6 and clause (a) of Section 3.8) shall be required determined without regard to indemnify any Person for punitivemateriality, consequential “material adverse effect” or exemplary damages other similar qualification contained in or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow otherwise applicable to such representation or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 damageswarranty. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered aggregate amount of such Buyer Losses or Seller Losses, respectively, in excess of exceeds One Hundred Eighty Five Thousand Dollars ($185,000100,000) (the “Threshold AmountDeductible”) in the aggregate, after which point the event Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only may claim indemnification for 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 AmountDeductible. (b) Solely with respect Notwithstanding anything to a breach the contrary set forth herein, the liability of the Operational Representations, Sellers shall not be liable Buyer for indemnification or 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 other claim by Seller under Section 7.1(a) 11.1 of this Agreement shall not exceed the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), except in the case of the Indemnification Escrow AmountFundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate 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) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 other claim for which it is seeking indemnification and shall use reasonable efforts or liability relating to avoid any costs or expenses associated with such claimperiod prior to Closing, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize except in the amount thereof. (g) case of the Fundamental Representations. The Parties acknowledge and agree that the limitations set forth contained in this Section 7.5(a), Section 7.5(b) and Section 7.5(c) 11.6 shall not apply with respect to any Losses indemnification claims arising out ofunder Section 11.1(i) or Section 11.2(i) as a result of any Actual Fraud of Buyer or Seller, resulting from or relating to any action or inaction that constitutes fraudrespectively.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a9.2(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) 468,500 (the “Threshold Deductible Amount”) in the aggregate, after in which point case 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 Deductible 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely Buyer Losses arising under Section 9.2(a) to the extent thatbased on (i) Fundamental Representations or (ii) Fraud shall not, an Indemnified Party is seeking in each case, be subject 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.the Deductible Amount; (eb) Any in no event shall the aggregate amount of indemnity payment under this Agreement shall required to be treated as an adjustment paid by Seller pursuant to Section 9.2(a) exceed the Purchase Price for Tax purposesCap Amount; provided, 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 amount thereof. (g) The Parties acknowledge and agree that the limitations limitation set forth in this Section 7.5(a), Section 7.5(b) and Section 7.5(c9.6(b) shall not apply with respect 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 matters referred in Section 9.2(b) through Section 9.2(i); (c) no Losses arising out ofmay be claimed by any Buyer Indemnified Party pursuant to Section 9.2(h) or shall be reimbursable by, Seller, other than Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the “Environmental Threshold Amount”) resulting from a single claim or relating to any action or inaction that constitutes fraud.aggregated claims;

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, each Party’s obligation to indemnify, defend and hold any Indemnified Party harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no No amounts of indemnity shall be payable pursuant to Section 7.1(a11.1 unless the amount of Loss suffered by Buyer Indemnified Party related to each individual claim exceeds €139,000 (unless the single occurrence giving rise to Seller’s liability is part of a series of occurrences of the same kind arising out of the same set of facts), and then, subject to the other limitations of this Agreement, to the full extent of such claim; (b) or No amounts of indemnity shall be payable pursuant to Section 7.2(a) 11.1 unless and until until, after taking into account the other limitations of this Section 11.5, Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer indemnifiable Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”) €300,000 in the aggregate, after in which point the case Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer such 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).such amount; (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) In no event shall not exceed the aggregate amount of indemnity required to be paid by Seller to all Buyer Indemnified Parties exceed an amount equal to fifteen percent (15%) of the Indemnification Escrow AmountPurchase Price as adjusted pursuant to Section 3.2; (d) The limitation amounts set forth in Sections 11.5(a), 11.5(b) and 11.5(c) shall not apply to (i) claims for Losses incurred by Buyer Indemnified Parties resulting from any fraud or willful misconduct of Seller in connection with this Agreement or the Seller Ancillary Documents, or (ii) any claims for indemnification relating to an Excluded Liability; (e) For purposes of computing the aggregate amount of claims against Sellers under Section 7.1(b) shall not exceed, in the aggregateSeller, the Purchase Price. It is acknowledged amount of each claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and agreed any payments by Seller pursuant to Section 11.1 shall be limited to, the amount of Losses that remain after deducting therefrom (A) the aggregate amount amount, if any, of Buyer Losses that may be recovered against Sellers under Section 7.1(c)any accrued liability or reserve on the Financial Statements and specifically identified to such Loss or category of such Loss, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers any accrued liability or reserve included in the calculation of the Net Working Capital and specifically identified to such Loss or category of such Loss (excluding any amounts considered under Section 7.2, shall not be limited in amount.clause (dA) (C) any third party insurance proceeds paid directly by a third party to Buyer or paid by Seller to Buyer following receipt of such proceeds from a third party and any indemnity, contributions or other similar payment payable by any third party with respect thereto, in each case only with respect to insurance policies in existence prior to the Closing and applicable to the Transferred Assets and (D) any net Tax benefit actually recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification; and (f) In any claim for indemnification under this Agreement, neither Sellers nor Buyers no Indemnifying Party shall be required to indemnify any Person Indemnified Party for indirect, punitive, special, or consequential or exemplary damages or Lossesdamages, including nor for any loss of profitsprofit or revenue, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in valueflow, loss of anticipated profitstenants, interference with Company operations, or loss of lenders, investors or buyersbuyers incurred by such Indemnified Party; provided, however, that this limitation any of the foregoing damages shall not apply ifbe indemnifiable to the extent, and solely only to the extent thatextent, an Indemnified Party is seeking obligated to obtain through indemnification reimbursement pay any such damages as a result of Losses resulting from an award in a Third Party Claim against such Indemnified Party of consequential, exemplary or punitive damagesthird party claim covered by Section 11.3(a). (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect to For the avoidance of doubt, the above limitations shall not prohibit a breach of Party from seeking specific performance as a remedy in the Operational Representations, no amounts of indemnity shall be payable event such remedy is available pursuant to Section 7.1(a) or Section 7.2(a) unless and until the Buyer Indemnified Parties terms of this Agreement, the Purchaser Ancillary Documents, or the Seller Indemnified PartiesSellers Ancillary Documents, 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 Amountas applicable. (b) Solely with respect to a breach of the Operational Representations, Sellers No Seller shall not be liable for any individual breach of any representation and warranty of (and regarding) another Seller or series any covenant or agreement of related Losses which do not exceed Twenty-Five Thousand Dollars any other Seller under Article 3 ($25,000) (which Losses such that each Seller shall not only be counted towards liable for its own breaches thereof on a several basis); provided, that the Threshold Amount)foregoing limitation shall not, for the avoidance of doubt, apply to any representation, warranty, covenant or agreement made by a Seller regarding the Company or such Seller. (c) The aggregate amount of Buyer Losses shall be reduced to the extent that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount Indemnified Party actually recovers the Loss that is the subject matter of the Indemnification Escrow Amountclaims pursuant to any proceeds received from an insurance policy (other than any proceeds from self‑insurance or fronted insurance programs) in which case the quantum of such insurance proceeds shall be calculated net of any reasonable costs of realizing such insurance proceeds (including, or (ii) against Sellers under Section 7.1(b) shall not exceedwithout limitation, in any deductible paid and the aggregatecosts of increased premiums, but excluding the 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(cSellers’ RWI Retention Allocation), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In Nothing in this Agreement in any claim for indemnification way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Losses which it may suffer or incur by reason of the breach by an indemnifying party of any representation, warranty, covenant or obligation of such indemnifying party under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity Neither any Seller nor any Shareholder shall be payable liable to Purchaser for Losses arising hereunder until the aggregate of such Losses incurred by Purchaser exceed $500,000 (the “Seller Basket Amount”); and then the Sellers and the Shareholders shall be liable for all such Losses (in excess of $250,000); provided, however, that neither Losses arising under or pursuant to Section 7.1(a9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b) or Section 7.2(a2.15(d) unless and until the Buyer Indemnified Parties (e) or 2.25(a) or any breach of covenant shall be subject to the Seller Indemnified PartiesBasket Amount, respectively, and the amount of any such Losses shall have suffered Buyer not be included with other 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 determining whether 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 AmountBasket Amount has been reached. (b) Solely with respect to a breach of the Operational Representations, Sellers Purchaser shall not be liable to any Seller or Shareholder for any individual Losses arising hereunder until the aggregate of such Losses incurred by such parties exceed $500,000 (the “Purchaser Basket Amount”) and then Purchaser shall be liable for all such Seller Losses (in excess of $250,000); provided, however, that Losses arising under or series pursuant to Section 1.03 or Section 9.01(b)(iii) of related Losses which do this Agreement or any breach of covenant shall not exceed Twenty-Five Thousand Dollars ($25,000) (which be subject to the Purchaser Basket Amount, and that the amount of any such Losses shall not be counted towards included with other Losses in determining whether the Threshold Amount)Purchaser Basket Amount has been reached. (c) The aggregate amount of Buyer Except for Losses that may based on fraud (with respect to which there will be recovered (i) against Sellers under Section 7.1(a) shall not exceed no limitation), the aggregate amount indemnification obligation of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) and the Shareholders hereunder shall not exceed, in the aggregate, an amount equal to the Cash Portion of the Purchase Price. It is acknowledged and agreed that Price (A) the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c“Seller Cap Amount”), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b),2.15(d) and (e) or 2.25(a) or any breach of covenant shall be subject to the Seller Cap Amount and there shall be no limitation on the indemnification obligations of the Sellers and the Shareholders with respect to such Losses. Except for Losses based on fraud (with respect to which there will be no limitation), the indemnification obligation of each Shareholder hereunder shall not apply ifexceed the amount set forth opposite such Shareholder’s name below; provided, however, that neither Losses arising under or pursuant to Section 9.01(a)(iii) nor Losses relating to any breach of Sections 2.13(b),2.15(d) and solely (e) or 2.25(a) or any breach of covenant shall be subject to such limits and there shall be no limitation on the indemnification obligation of any Shareholder with respect to such Losses: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 5,335,000 ▇▇▇▇▇ ▇▇▇▇ $ 5,335,000 ▇▇▇ ▇▇▇▇▇▇ $ 330,000 (d) Except for Losses based on fraud (with respect to which there will be no limitation), Purchaser’s indemnification obligations hereunder shall not exceed, in the aggregate, an amount equal to the extent thatCash Portion of the Purchase Price (the “Purchaser Cap Amount”); provided, an Indemnified Party is seeking however, that Losses arising under or pursuant to obtain through Section 9.01(b)(iii) of this Agreement or any breach of covenant shall not be subject to the Purchaser Cap Amount and there shall be no limitation on the indemnification reimbursement obligations of Losses resulting from an award in a Third Party Claim against the Purchaser with respect to such Indemnified Party of consequential, exemplary or punitive damagesLosses. (e) Any indemnity payment under this Agreement shall be treated as an adjustment Notwithstanding any provision hereof to the Purchase Price for Tax purposescontrary, unless otherwise required it is expressly acknowledged and agreed that the Loss incurred by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses in respect the Sellers and the Shareholders as a result of any claim for which it is seeking indemnification breach of the Purchaser’s representations 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 amount thereof. (g) The Parties acknowledge and agree that the limitations warranties set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) Sections 3.07 through 3.11 above shall not apply with respect to any Losses arising out of, be calculated based solely on the diminution in value of the Restricted Shares resulting from or relating such breach, and the amount of such Loss shall be limited to any action or inaction that constitutes fraudthe difference, if a positive amount, between the value of such Restricted Shares at $6.50 per share and the actual value of the Restricted Shares on the date of determination of such Loss.

Liability Limits. (aNotwithstanding anything to the contrary set ----------------- forth herein, the Purchaser Indemnified Parties shall not make a claim against the Sellers for indemnification under Section 10.01(d) Solely with respect to a breach for Purchaser Losses, and ---------------- the Sellers will have no liability for indemnification of the Operational Representations, no amounts of indemnity shall be payable any Purchaser Indemnified Party pursuant to Section 7.1(a) or Section 7.2(a10.01(a) unless and until the Buyer aggregate ---------------- Losses claimed thereunder exceed an amount equal to $250,000.00 (the "Threshold --------- Amount"), and once the aggregate amount of such Losses under Section 10.01(a) ------ ---------------- exceeds the Threshold Amount, the Purchaser 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 will be entitled to recover only Buyer all such Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 which they are entitled 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 total aggregate amount of the Indemnification Escrow Amount, or (iiliability of the Seller for Purchaser Losses with respect any claims made pursuant to Section 10.01(a) against Sellers other than ---------------- Claims arising under Section 7.1(b4.19 (Environmental Matters) ("Environmental ------------- ------------- Claims") shall not exceedbe limited to $3,000,000.00 (the "Purchaser Cap"); provided, ------ ------------- -------- however, that with respect to Environmental Claims the Purchaser Cap shall be ------- increased by an additional $2,000,000 to $5,000,000 (the "Environmental Cap"), ----------------- and the Seller shall be liable for one half (1/2) of the amount of any Environmental Claims in excess of the aggregateEnvironmental Cap; provided, the Purchase Price. It is acknowledged and agreed further, that (A) the -------- ------- total aggregate amount of Buyer the liability of the Company and the Seller for Purchaser Losses that may be recovered against Sellers under Section 7.1(c), and (B) the aggregate amount arising out of Seller Losses that may be recovered against Buyers under Section 7.2, fraud or willful misconduct shall not be limited in amount. (d) In subject to any claim for limits. Notwithstanding the foregoing, any indemnification under amounts payable by the Sellers pursuant to this Agreement, neither Sellers nor Buyers shall Article X will be required to indemnify reduced by any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of amounts --------- actually recovered by any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the extent that, an Purchaser 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 under insurance policies or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply other collateral sources with respect to such Losses and the Purchaser shall use Commercially Reasonable Efforts to collect any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudsuch amounts.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the obligation to indemnify, defend and hold a Parent Indemnified Party harmless shall be limited as follows: (a) Solely other than with respect to Fraud or breaches of Fundamental Representations or claims relating to Pre-Closing Taxes, in no event shall the Company Indemnifying Parties be liable to the Parent Indemnified Parties for indemnification under Section 5.01(a) (i) until the aggregate amount of all Losses in respect of indemnification under Section 5.01(a) exceeds $[***] (the “Basket”), in which event the Company Indemnifying Parties shall, subject to the other provisions of this Section 5.06, only be liable for Losses in excess of the Basket or (ii) in excess of $[***] (the “Cap”); (b) in no event shall the aggregate amount of indemnity required to be paid to the Parent Indemnified Parties with respect to breaches of any representation or warranty of the Company involving Fraud or for claims made under Section 5.01(c), Section 5.01(d), Section 5.01(e) or Section 5.01(h) exceed the lesser of (i) such Company Indemnifying Party’s pro rata portion of the Base Consideration and (ii) the aggregate Final Merger Consideration actually received by such Company Indemnifying Party; (c) in no event shall the amount of indemnity required to be paid to the Parent Indemnified Parties by any Company Indemnifying Party with respect to any claim exceed such Company Indemnifying Party’s pro rata portion of such claim, determined, with respect to each such Company Indemnifying Party, by multiplying (i) the total amount of the claim by (ii) a fraction, the numerator of which is the aggregate Final Merger Consideration actually received by such Company Indemnifying Party and the denominator of which is the aggregate Final Merger Consideration actually received by all Company Indemnifying Parties: (d) in no event shall a Company Indemnifying Party be responsible for, or be required to make any payment with respect to, any breach of any representation or warranty by another Company Indemnifying Party relating to ownership of, or Liens upon, or similar representations or warranties, with respect to the securities of the Company owned by such other Company Indemnifying Party; (e) for purposes of determining the amount of any Losses with respect to a breach or inaccuracy of a representation or warranty by the Operational RepresentationsCompany for purposes of Section 5.01 (other than a breach or inaccuracy of Section 2.26), no amounts of indemnity shall such representations and warranties will be payable pursuant read without regard to Section 7.1(aany materiality or knowledge qualifier (including, without limitation, any reference to “material,” “in all material respects” or Material Adverse Effect) 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.contained therein; (bf) Solely with respect to a breach for purposes 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 computing the aggregate amount of indemnifiable claims for Parent Losses, the Indemnification Escrow Amountamount of each claim for Parent Losses by a Parent Indemnified Party shall be deemed to be an amount equal to, or (ii) against Sellers and any payments to such Parent Indemnified Party under Section 7.1(b) 5.01 shall not exceed, in the aggregatebe limited to, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount of Buyer such Parent Losses that may be remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment actually recovered against Sellers under Section 7.1(cfrom any third party with respect thereto (net of any costs related to recover of such amounts), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount.; and (dg) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as an adjustment to the Purchase Price Final Merger Consideration for U.S. federal income Tax purposes, 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, any Indemnifying Party’s obligations to indemnify and hold any Indemnified Party harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no No amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) 7.4(a), as the case may be, unless and until the applicable Indemnified Party shall have incurred Buyer Losses, in the case of the Buyer Indemnified Parties Parties, or Seller Losses, in the case of 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) 1% of the Base Purchase Price (the “Threshold Deductible Amount”) in the aggregate, after in which point case the Buyer applicable Indemnified Parties or the Seller Indemnified Parties, respectively, Party shall be entitled to recover only such Buyer Losses Losses, in the case of the Buyer Indemnified Parties, or such Seller Losses, respectivelyin 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 Buyer Losses 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 case may be, shall not be subject to the Deductible Amount; provided further that, in respect of Section 7.1(a), no claim for Buyer Losses may be made, and no Buyer Losses shall be applied against the 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 indemnification this provision); provided further that, in respect of Section 7.4(a), no claim for Seller Losses may be made, and no Seller Losses shall be applied against the Deductible Amount for any claim that does not cause Seller 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); (b) In no event shall the aggregate amount of indemnity required to be paid by (i) Seller or any of its Affiliates pursuant to Section 7.1(a) exceed 5% of the Base Purchase Price (the “Indemnification Cap”), 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 Indemnification 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 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 Purchase Price. (d) The amount of each claim for Losses by an Indemnified Party shall be deemed to 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 or Section 7.2 in excess of the Threshold Amount. (b) Solely with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Net Working Capital Schedule; (f) Any Indemnified Party that becomes aware of a breach of the Operational RepresentationsLoss 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, Sellers and an Indemnifying Party 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 Loss to the Threshold Amount). (c) The aggregate amount of Buyer Losses extent that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed it is attributable to the aggregate amount of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required Indemnified Party’s failure to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersso mitigate; provided, however, that this limitation shall not apply ifnotwithstanding the foregoing, and solely to the extent that, an no Indemnified Party is seeking shall be required to obtain through indemnification reimbursement (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 Losses resulting from an award in a Third Party Claim against such Indemnified Party or one of consequential, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) its Affiliates. 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 of such mitigation efforts shall be avoided, included in the Losses for which an indemnified person is entitled to use commercially reasonable efforts to minimize the amount thereof.indemnification hereunder; (g) The Parties acknowledge and agree 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 limitations set forth 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 Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply 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 Losses representation or warranty contained in this Agreement and the amount of any Loss arising out offrom such a breach, resulting from 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 relating to any action or inaction similar qualifications that constitutes fraudmay be contained therein.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to The Buyer Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim against Seller for indemnification under this Article VIII unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer indemnifiable Losses or Seller Losses, respectively, in excess of One Fifteen Million Dollars ($15,000,000) (the “Buyer Deductible”) in the aggregate, in which case the Buyer Indemnified Parties shall be entitled to 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 Eighty Five Fifty Thousand Dollars ($185,000250,000) (the “Threshold Amount”) in resulting from a single claim or aggregated claims arising out of the aggregatesame facts, after which point the Buyer Indemnified Parties events or the Seller Indemnified Partiescircumstances; provided, respectivelyhowever, shall be entitled to recover only Buyer that any Losses or Seller Losses, respectively, arising under Section 8.1(a) with respect to claims for indemnification pursuant any breach or inaccuracy of Section 3.6 shall not be subject to Section 7.1 or Section 7.2 in excess of the Threshold Amount.Amount but shall be subject to the Buyer Deductible; (b) Solely with respect in no event shall the aggregate amount of indemnity required to a breach of the Operational Representations, Sellers shall not be liable for any individual or series of related Losses which do not paid by Seller pursuant to this Article VIII exceed Twenty-Five Thousand One Hundred Million Dollars ($25,000100,000,000) (which Losses shall not be counted towards the Threshold Amount“Buyer Cap”).; (c) The aggregate amount for purposes of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed computing the aggregate amount of claims against Seller, the Indemnification Escrow Amountamount 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 similar payment payable by any third party with respect thereto, but only to the extent such proceeds, contributions or payments are actually received by a Buyer Indemnified Party, and (ii) against Sellers under Section 7.1(bany net Tax benefit actually recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification, with such net Tax benefit (if any) shall not exceed, in being determined by properly taking into account any adverse Tax consequences to a Buyer Indemnified Party or any Affiliate thereof with respect to the aggregate, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount receipt 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 be limited in amount.such indemnification payments from Seller; (d) In in any claim for indemnification under this Agreement, neither Sellers nor Buyers Seller shall not be required to indemnify any Person for punitivespecial, exemplary or consequential or exemplary damages or Lossesdamages, including loss of profitsprofit or revenue, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profitsflow, interference with Company operations, or loss of tenants, lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 consequentialother than special, exemplary or punitive damages.consequential damages actually paid to a Person other than a Buyer Indemnified Party; (e) Any indemnity payment no Indemnifying Party shall have any liability under this Agreement shall be treated as an adjustment Article VIII to indemnify any Indemnified Party with respect to a Loss to the Purchase Price for Tax purposes, unless otherwise required extent that the Loss arose from any action taken directly or indirectly by applicable Law.any Indemnified Party on or after the Closing Date; (f) The Indemnified no Party shall take all commercially reasonable steps to mitigate Losses in respect have any liability for any Loss which would not have arisen but for any alteration or repeal or enactment 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 Law after the amount thereof.Closing Date; (g) The Parties acknowledge and agree Seller shall have no liability for any Loss that would not have arisen but for any change in the limitations set forth accounting policies, practices or procedures adopted by Buyer or its Affiliates after the Closing Date, other than such changes in Section 7.5(a), Section 7.5(baccounting 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) and Section 7.5(c) shall not apply 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 amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any Losses amount previously so paid by Seller to or on behalf of the Buyer Indemnified Party in respect of such matter, and (ii) any reasonable amounts expended by Seller in pursuing or defending any third party claim arising out of, resulting from or relating to any action or inaction that constitutes fraud.of such matter;

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a9.2(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) 468,500 (the “Threshold Deductible Amount”) in the aggregate, after in which point case 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 Deductible Amount.; provided, however, that Buyer Losses arising under Section 9.2(a) to the extent based on (i) Fundamental Representations or (ii) Fraud shall not, in each case, be subject to the Deductible Amount; (b) Solely in no event shall the 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 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 Buyer Losses in excess of One Hundred Fifty Thousand Dollars ($150,000) (the “Environmental 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); (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 breach of the Operational Representations, Sellers 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 individual or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards Loss to the Threshold Amount).extent that it is attributable to the Indemnified Party’s failure to mitigate following a reasonable request; (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the Purchase Price. It is acknowledged and agreed that (A) the aggregate amount of a matter with respect to which Seller has made indemnification payments to 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 be limited in amount. (d) In any claim for indemnification under pursuant to this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (f) The Buyer Indemnified Party shall take all commercially reasonable steps promptly pay over to mitigate Losses in respect Seller the lesser 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 amount thereof. (g) The Parties acknowledge so recovered and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.aggregate of such indemnification payments;

Liability Limits. (a) Solely with A. Anything contained in this Lease to the contrary notwithstanding, if Lessor, or any successor in interest, shall be a corporation, individual, joint venture, tenancy in common, firm or partnership, general or limited, or other legal entity, it is specifically understood and agreed that there shall be no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to any of the covenants or conditions of this Lease; and the Lessee shall look solely to the equity of the interest of Lessor in the Property for the satisfaction of the remedies of the Lessee in the event of a breach by the Lessor of any of the Operational Representationsterms, covenants and conditions of this Lease to be performed by Lessor, and no amounts other property or assets of indemnity such Lessor shall be payable pursuant subject to Section 7.1(a) levy, execution or Section 7.2(a) unless and until other enforcement procedure for the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller Losses, respectivelysatisfaction of ▇▇▇▇▇▇'s remedies. B. With respect to any provision of this Lease which provides, in excess effect, that Lessor shall not unreasonably withhold or unreasonably delay any consent or any approval, Lessee shall not be entitled to make, nor shall Lessee make, any claim for, and Lessee hereby waives any claim for money damages by way of One setoff, counterclaim or defense, based upon any claim or assertion by Lessee that Lessor has unreasonably withheld or unreasonably delayed any consent or approval; but ▇▇▇▇▇▇'s sole remedy shall be an action or proceeding for specific performance, injunction or declaratory judgment. In the event it is ever found in a court of competent jurisdiction that Lessor acted to withhold or delay consent to willfully damage Lessee and Lessee seeks damages therefore, then the parties agree that the amount of such damages shall be limited to actual damages, and shall not include punitive damages, and in any event shall not exceed Three Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”300,000.00) in the aggregateaggregate over the life of this Lease. C. Anything contained in this Lease to the contrary notwithstanding, after which point the Buyer Indemnified Parties if Lessee, or the Seller Indemnified Parties, respectivelyany successor in interest, shall be entitled to recover only Buyer Losses a corporation, individual, joint venture, tenancy in common, firm or Seller Lossespartnership, respectively, with respect to claims for indemnification pursuant to Section 7.1 general 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 Amountlimited, or (ii) against Sellers under Section 7.1(b) shall not exceedother legal entity, in the aggregate, the Purchase Price. It it is acknowledged specifically understood 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers there shall be required no personal liability on the stockholders or directors of such corporation or on such individual or the members of such firm, partnership, tenancy in common joint venture or upon such corporation, firm, partnership, tenancy in common joint venture, or other legal entity, in respect to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss covenants or conditions of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersthis Lease; provided, however, that this limitation and the Lessor shall not apply if, and look solely to the extent thatequity of the interest of Lessee in the Property for the satisfaction of the remedies of the Lessee in the event of a breach by the Lessee of any of the terms, an Indemnified Party is seeking covenants and conditions of this Lease to obtain through indemnification reimbursement be performed by ▇▇▇▇▇▇, and no other property or assets 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 Lessee shall be treated as an adjustment subject to levy, execution or other enforcement procedure for the Purchase Price for Tax purposes, unless otherwise required by applicable Lawsatisfaction of Lessor's remedies. (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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely Notwithstanding anything to the contrary set forth herein, no ETHZilla Indemnified Party shall be indemnified by Satschel under this ARTICLE X for any ETHZilla Losses and no Satschel Indemnified Party shall be indemnified by ETHZilla under this ARTICLE X for any Satschel Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) any Claim unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer such Claim involves ETHZilla Losses or Seller Satschel Losses, respectivelyas applicable, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) 50,000 (the “Threshold AmountDeductible”) in the aggregate), after which point the Buyer Indemnified Parties Satschel or the Seller Indemnified PartiesETHZilla, respectivelyas applicable, shall be entitled to recover only Buyer obligated for such aggregate ETHZilla Losses or Seller Satschel Losses, respectivelyas applicable, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of from the Threshold Amountfirst dollar. (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) 10.6.1 The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the total aggregate amount of the Indemnification Escrow Amountliability of Satschel for ETHZilla Losses pursuant to Section 10.1.1, Section 10.1.2 and Section 10.1.3 and of ETHZilla pursuant to Section 10.2.1, shall be limited to $2,000,000 (the “Cap”). 10.6.2 Neither the Deductible nor the Cap shall apply to any ETHZilla Losses or Satschel Losses (i) which are not expressly subject to the Cap; or (ii) against Sellers in respect of any fraud Claim. 10.6.3 Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any ETHZilla Loss or Satschel Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or Satschel) in respect of any such Claim. The Indemnified Party shall use its commercially reasonable efforts to recover under Section 7.1(binsurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. 10.6.4 In no event shall any Indemnifying Party be liable to any Indemnified Party 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 the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim). 10.6.5 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 Party (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 indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the 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 Party subsequently receives such insurance proceeds, then the Indemnified Party 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 exceedmore, in the aggregate, than the Purchase Priceindemnity amount paid by the Indemnifying Party. It Notwithstanding the foregoing, no Indemnified Party shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE X or (ii) commence litigation to recover proceeds under such insurance policies if it is acknowledged and agreed unreasonable do so. 10.6.6 No Indemnified Party shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (Ai) such loss would not have arisen but for the aggregate amount enactment of Buyer any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Entity 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 to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement (provided such party’s breach is a principal cause or principal contributing factor to such party's Losses that may be recovered against Sellers under Section 7.1(crelated thereto), and (Biii) such loss is offset by a corresponding gain accruing after the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2Closing Date, shall not be limited in amount. (d) In any claim for indemnification under this Agreementdirectly or indirectly, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures the benefit of the Companyparty seeking indemnification, diminution in valueas a direct result of the act, loss of anticipated profitsmatter, interference with Company operations, omission or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely circumstance giving rise to the 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 damagesloss. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the Seller’s obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) 10.1 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) 1,500,000 (the “Threshold Amount”) in the aggregate, after in which point case the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall only be entitled to recover only the amount of 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.; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Sections 10.1(a)(i) with respect to the Fundamental 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 Threshold Amount; (b) Solely in no event shall the aggregate amount of indemnity required to be paid by the Seller pursuant to Section 10.1 or otherwise exceed the Indemnity Escrow Amount (the “Buyer Cap”); provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.1(a)(i) with respect to a breach of the Operational Fundamental Representations, Sellers (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 liable for any individual or series of related Losses which do not subject to the Buyer Cap but shall in no event exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount).Purchase Price; (c) The aggregate amount notwithstanding anything set forth herein to the contrary, other than indemnification obligations of Buyer Losses that may be recovered the Seller with respect to the Special Indemnities, (i) against Sellers any indemnification obligation of the Seller under Section 7.1(athis Agreement shall be satisfied solely from the Indemnity Escrow Fund and (ii) if the Indemnity Escrow Fund is insufficient to satisfy the Buyer Losses, then the Buyer Losses in question will remain unsatisfied; (d) notwithstanding anything set forth herein to the contrary, all the indemnification obligations of the Seller (including with respect to the Special Indemnities) shall not exceed 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 Indemnification Escrow AmountSeller, 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) against Sellers under Section 7.1(bany net Tax benefit (calculated without regard to any Transaction Deductions) shall not exceed, actually realized in the aggregate, taxable year of the Purchase Price. It is acknowledged and agreed that indemnification payment by a Buyer Indemnified Party or any Affiliate thereof with respect to the Buyer Losses or items giving rise to such claim for indemnification; (Af) the aggregate amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Losses that may Loss shall be recovered against Sellers under Section 7.1(c), and (B) reduced to the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount.extent such Buyer Loss is reflected on the Closing Date Indebtedness Statement or the Final Closing Statement; (dg) In in any claim for indemnification under this Agreement, neither Sellers nor Buyers no Party shall be required to indemnify any Person for punitive, special, exemplary or consequential or exemplary damages or Lossesdamages, including loss of profitsprofit or revenue, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profitsflow, interference with Company operations, or loss of tenants, lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely except to the extent that, an Indemnified Party is seeking for amounts paid to obtain through indemnification reimbursement a third party where any of Losses resulting from an award in the foregoing are awarded pursuant to a Third Party Claim against 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 consequentialhis or its Affiliates assume or incur any material Liability or (ii) would reasonably be expected to materially disrupt, exemplary or punitive damages.otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (ei) Any 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 for Tax U.S. federal income 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth in this Agreement, Buyer Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim against Seller for indemnification under this Agreement for Buyer Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered aggregate amount of such Buyer Losses or Seller Losses, respectively, in excess of exceeds One Hundred Eighty Five Thousand Dollars ($185,000100,000) (the “Threshold AmountDeductible”) in the aggregate, after which point the event Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only may claim indemnification for 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 AmountDeductible. (b) Solely with respect Notwithstanding anything to a breach the contrary set forth herein, the liability of the Operational Representations, Sellers Buyer for indemnification and for all other claims by Seller under Section 11.1 of this Agreement shall not be liable for any individual or series exceed in the aggregate of related Losses which do not exceed Twenty-Five one Hundred Fifty Thousand Dollars ($25,000) (which Losses 150,000), except in the case of the Fundamental Representations. Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and/or its Affiliates for indemnification and for all other claims by Buyer under Section 11.2 of this Agreement shall not be counted towards exceed in the Threshold Amount). aggregate of one hundred Fifty Thousand Dollars (c) The aggregate amount of Buyer Losses that may be recovered $150,000): (i) against Sellers under Section 7.1(a) shall not exceed with respect to the aggregate amount recapture of the Indemnification Escrow Amountany 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) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 other claim for which it is seeking indemnification and shall use reasonable efforts or liability relating to avoid any costs or expenses associated with such claimperiod prior to Closing, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize except in the amount thereof. (g) case of the Fundamental Representations. The Parties acknowledge and agree that the limitations set forth contained in this Section 7.5(a), Section 7.5(b) and Section 7.5(c) 11.6 shall not apply with respect to any Losses indemnification claims arising out ofunder Section 11.1(i) or Section 11.2(i) as a result of any Actual Fraud of Buyer or Seller, resulting from or relating to any action or inaction that constitutes fraudrespectively.

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against the Majority Shareholder for indemnification under Section 11.1(a) for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds One Million Dollars ($1,000,000) (the “Deductible”), in which event the Purchaser Indemnified Parties may claim indemnification for all such Purchaser Losses in excess of the Deductible, up to, but not to exceed Forty Million Dollars ($40,000,000)(the “Cap”). Notwithstanding the foregoing, (a) Solely with respect the Deductible shall not apply to any Purchaser Losses arising out of or related to a breach of the Operational RepresentationsSection 4.7(b) (Title to Assets), no amounts of indemnity shall be payable pursuant to Section 7.1(a4.17 (Company Benefit Plans), Section 4.22(d) (Licensed Intellectual Property), Section 4.23 (Affiliate Matters) or Section 7.2(a) unless 4.30 (Brokers, Finders and until Investment Bankers), and 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, Majority Shareholder shall be entitled to recover only Buyer liable for all Purchaser Losses or Seller Losses, respectively, with respect thereto, up to, but not to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of exceed the Threshold Amount. Cap, and (b) Solely with respect the Deductible and the Cap shall not apply to any Purchaser Losses arising out of or related to fraud or 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 ($25,000Section 4.1(a)-(d) (which Organization), Section 4.2 (Authorization), Section 5.1 (Authorization and Validity of Agreement), Section 5.3 (Ownership of Equity) or Section 4.15 (Tax Returns; Taxes), any such Purchaser Losses shall not be counted towards aggregated toward 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 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)Cap, and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers Majority Shareholder shall be required to indemnify any Person liable for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the extent that, an Indemnified Party is seeking to obtain through indemnification reimbursement of all Purchaser 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudthereto.

Liability Limits. (a) Solely Notwithstanding anything to the contrary set forth in this Agreement, except with respect to the 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 breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Stockholders or Optionholders for indemnification under Section 7.1(a9.1(a) or Section 7.2(a) hereof for Parent Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of Parent Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars (under Section 9.1(a) hereof exceeds $185,000) 815,500 (the “Threshold AmountParent Threshold”) in ), and if such Parent Losses exceed the aggregateParent Threshold, after which point the Buyer Parent Indemnified Parties or shall be entitled to the Seller entire amount of all such Parent Losses, subject to the other provisions of this Agreement; and (ii) the right of the Parent Indemnified PartiesParties 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, respectively, the Parent Indemnified Parties shall be entitled to recover only Buyer for, and the Parent Threshold and the Cap shall not apply to any Parent Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 any breach of or Section 7.2 inaccuracy in excess any of the Threshold Amount. (b) Solely with respect to a breach of the Operational Representations, Sellers shall not be liable for any individual Extended Representations 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, Fundamental Representations or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (d) In any claim against the Stockholders or Optionholders for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss provisions of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersSection 9.1 other than Section 9.1(a); provided, however, that this limitation shall not apply if, (x) the aggregate liability of the Stockholders and solely to the 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 Optionholders under this Agreement (including for 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 treated as an adjustment to the Purchase Price liable for Tax purposes, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps to mitigate Losses any amount in respect of Parent Losses in excess of the Aggregate Merger Consideration proceeds actually received by such Stockholder or 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 10.6), 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 liable to any Parent Indemnified Party: (A) for the breach by any other Stockholder or Optionholder of the representations, warranties, covenants and agreements of such other Stockholder or Optionholder set forth in this Agreement, any Ancillary Agreement (or any other agreements, certificates or other instruments executed and delivered connection with this Agreement or the 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 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 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 which it is seeking indemnification with respect to breaches of any representations, warranties, covenants and shall use reasonable efforts to avoid agreements made by a particular Stockholder or Optionholder in this Agreement, any costs Ancillary Agreement (or expenses associated any other agreements, certificates or other instruments executed and delivered connection with such claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize this Agreement or the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(atransactions contemplated hereby), Section 7.5(b) and Section 7.5(c) shall not apply 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 arising out ofshall be paid first, resulting 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 relating to any action or inaction that constitutes fraud“Company Material Adverse Effect” qualifications in the representations, warranties, covenants and agreements shall be disregarded for purposes of calculating the amount of Parent Losses hereunder.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, a Party’s obligation to indemnify, defend and hold the Buyer Indemnified Parties and the Seller Indemnified Parties, as applicable, harmless under this Article IX shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a9.1(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 7.2(a2.15 (Licenses and Permits) unless and until 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 Seller Indemnified Partiessame underlying facts, respectively, shall have suffered event or circumstances) involves Buyer Losses or Seller Losses, respectively, (excluding Buyer Losses described in Section 9.5(f)) in excess of One Hundred Eighty Five Thousand Dollars $50,000 and (ii) the aggregate of all Buyer Losses (excluding Buyer Losses described in Section 9.5(f)) in respect of claims for indemnity 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) for which the Sellers would, but for this Section 9.5, be liable exceeds on a cumulative basis $185,000) 2,000,000 (the “Threshold AmountDeductible”) ), in the aggregate, after which point case the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only the amount of such 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.Deductible; provided, that this clause (a) shall not apply to Buyer Losses arising out of or relating to claims of fraud with respect to the representations and warranties expressly set forth in this Agreement; (b) Solely with respect to a breach any indemnification obligation of the Operational RepresentationsSellers pursuant to this Article IX (other than obligations of the type described in Section 9.4(b)), Sellers shall not be liable for satisfied solely from the Indemnity Escrow Fund, and if the Indemnity Escrow Fund is insufficient to satisfy any individual or series amount of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses any such Buyer Loss, then such amount of such Buyer Loss shall not remain unsatisfied and no Buyer Indemnified Party shall be counted towards entitled to recover any such shortfall from the Threshold Amount).Sellers; (c) The aggregate amount except in the case of any amounts of indemnity payable for Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) arising out of or relating to the 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 not exceed the aggregate amount of all indemnity required to be paid by the Indemnification Escrow Sellers pursuant to Section 9.1 exceed the Indemnity Amount, or ; (iid) against Sellers under Section 7.1(b) in no event shall not exceed, in the aggregate, the Purchase Price. It is acknowledged and agreed that (A) 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 may be remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment actually recovered against Sellers under Section 7.1(c), and from any third party with respect thereto; (Bf) the aggregate amount of Seller Losses that may indemnity payable pursuant to Section 9.1 with respect to any Buyer Loss shall be recovered against Buyers under Section 7.2, shall not be limited in amount.reduced (without duplication) to the extent such Buyer Loss is reflected on the Final Closing Statement; (dg) In in any claim for indemnification under this Agreement, neither Sellers nor Buyers no Party shall be required to indemnify any Person for punitive, consequential punitive or exemplary damages or Lossesany 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, including loss of profits, loss of revenues, loss of and an Indemnifying Party shall not be liable for any multiple of reduced cash flow or earnings or similar measures of Loss to the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersextent that it is attributable to the Indemnified Party’s failure to use commercially reasonable efforts to mitigate; provided, however, that this limitation notwithstanding the foregoing, no Indemnified Party shall not apply ifbe 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 solely 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 thatpermitted by Law, 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 any indemnity payment or post-closing adjustment under Section 1.5 under this Agreement shall be treated as an adjustment to the Purchase Price for Tax U.S. federal income tax purposes, unless otherwise required by applicable Law.; and (fk) The 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 shall take all commercially reasonable steps and its Affiliates and that are attributable on a with and without basis to mitigate any such Losses in respect of any claim for which it is seeking indemnification and shall use reasonable efforts (ii) without regard to avoid any costs materiality, Material Adverse Effect, “except as would not reasonably be expected to be material to the Group Companies” or expenses associated with such claim, and, if such costs and expenses cannot similar qualifications that may be avoided, to use commercially reasonable efforts to minimize contained therein (other than the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth words “Material Adverse Effect” as used in Section 7.5(a2.8(b), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud).

Liability Limits. Notwithstanding anything to the contrary set forth herein, the Parent Indemnified Parties shall not make a claim against the Shareholders (aincluding the Key Shareholders) Solely with respect to a breach or the Company for indemnification under Sections 11.1(a), 11.1(b) (except in the case of the Operational RepresentationsSection 11.1(b), no amounts of indemnity shall be payable pursuant to Section 7.1(aany covenants, agreements or undertakings set forth in Sections 7.1(b), 7.1 (d)-(o), 7.1 (q)-(t), 7.2, 7.5, 7.9, 7.10, 7.14, 7.16 and 7.17) or Section 7.2(a) 11.2 for Losses unless and until the Buyer aggregate amount of such Losses with respect to any claim or series of related claims for which the Parent 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 (are otherwise entitled to indemnification exceeds $185,000) 1,500,000 (the “Threshold AmountParent Deductible”) (it being understood and agreed that the Parent Deductible is intended as a deductible). If the aggregate amount of Losses for which the Parent Indemnified Parties are entitled to indemnification under the provisions cited in the aggregatefirst sentence of this Section 11.7 exceeds the Parent Deductible, after which point the Buyer Parent 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 be paid the 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 all such Losses over the Indemnification Escrow AmountParent Deductible, or (ii) against Sellers under Section 7.1(b) shall not exceed, subject to the other limitations on recovery set forth in the aggregate, the Purchase Pricethis Article XI. It is acknowledged and agreed that (A) the The total aggregate amount of Buyer the liability of the Shareholders and the Company for Losses that may be recovered against Sellers under with respect to any claims made pursuant to the provisions cited in the first sentence of this Section 7.1(c), and (B) the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, 11.7 shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers to the Escrow Amount and the sole and exclusive remedy of Parent shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of proceed against the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersEscrow; provided, however, that this limitation that: (i) the liability of the Shareholders for Losses arising out of or related to fraud shall not apply ifbe subject to the Parent Deductible or limited to the Escrow Amount, (ii) the liability of the Shareholders for Losses arising out of or related to a breach of any of the Surviving Representations shall not be subject to the Parent Deductible or limited to the Escrow Amount, but shall be capped at the amount of the Adjusted Merger Payment; provided further, however, Losses arising out of or related to a breach of Section 4.15(q) shall be capped at $10,250,000, and solely to (iii) for purposes of calculating the extent thatParent Deductible, an Indemnified Party is seeking to obtain through indemnification reimbursement any breaches of Losses resulting from an award in a Third Party Claim against such Indemnified Party of consequential, exemplary any representation or punitive damages. (e) Any indemnity payment under this Agreement warranty shall be treated as an adjustment calculated without reference 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 materiality or expenses associated with such claim, and, if such costs and expenses cannot be avoided, to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations adverse effect qualifier or exception set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from such representation or relating to any action or inaction that constitutes fraudwarranty.

Liability Limits. (a) Solely with respect to The Purchaser Indemnified Parties may not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to claim for indemnification under Section 7.1(a) or Section 7.2(a) 10.1 for Purchaser Losses unless and until the Buyer aggregate amount of Purchaser Losses for which the Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer Losses or Seller Losses, respectivelyare entitled to seek indemnification under this ARTICLE X (excluding, in excess the case of One Hundred Eighty Five Thousand Dollars ($185,000breaches of the [****], the [****] portion of such Purchaser Losses for which the Equity Holders are responsible in accordance with Section 10.5(b)) exceeds [****] (the “Threshold AmountDeductible”) ), in the aggregatewhich case, after which point the Buyer such Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer indemnification for all Purchaser Losses or Seller Lossesin excess of (but not including) such amounts. Notwithstanding the foregoing, respectively, in no event shall the Deductible apply to (i) any claims with respect to breaches of Fundamental Representations and Warranties or the [****], (ii) [****], (iii) any claims for fraud or intentional misrepresentation or claims involving the filing of formal charges for criminal misconduct, or (iv) for avoidance of doubt, any indemnification pursuant to claims under Section 7.1 6.15 or Section 7.2 in excess of the Threshold AmountSections 10.1(b-f). (b) Solely with respect Notwithstanding any other provision hereof 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 contrary: (i) against Sellers under Section 7.1(a) any claims by the Purchaser Indemnified Parties for Purchaser Losses for breaches of the [****] shall not exceed be borne [****] by the Purchaser and [****] by the Equity Holders until the aggregate amount of Purchaser Losses caused by any breaches of the Indemnification Escrow Amount[****] (excluding the [****] portion for which the Equity Holders are responsible), or when aggregated with any other Purchaser Losses for which the Purchaser Indemnified Parties are entitled to seek indemnification under ARTICLE X (except as set forth in the following clause (ii)), exceed the Deductible; and (ii) against Sellers under Section 7.1(bthe maximum aggregate amount of Damages that may be collected pursuant to the [****] (without giving effect to the Deductible) shall not exceedbe [****] (the “Subcap”), in the aggregate, the Purchase Price. It is it being acknowledged and agreed that (A) no such indemnification claims subject to 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 be limited in amount. (d) In any claim for indemnification Subcap under this AgreementSection 10.5(b)(ii) shall apply toward the Deductible. For the avoidance of doubt, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of following the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 Purchaser Losses in respect of [****] exceeding the Subcap and the aggregate Purchaser Losses exceeding the Deductible, the Purchaser shall be entitled to seek any claim for which it is seeking indemnification and shall use reasonable efforts additional Damages that may be incurred in relation to avoid any costs or expenses associated with such claimthe [****], and, if such costs and expenses cannot be avoided, pursuant to use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.this ARTICLE X.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Buyer Indemnified Parties shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) claim against Caterpillar for indemnification under this Article X for Buyer Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered aggregate amount of such Buyer Losses or Seller Losses, respectively, in excess of One exceeds Three Hundred Eighty Five Fifty Thousand Dollars ($185,000350,000) (the “Threshold Amount”) "Buyer Basket"), in the aggregate, after which point event the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only may claim indemnification for all Buyer Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of Three Hundred Fifty Thousand Dollars ($350,000). The total aggregate amount of Caterpillar's liability for Buyer Losses shall be limited to Ten Million Dollars ($10,000,000) (the Threshold Amount"Buyer Cap"); provided, however, Section 10.1(b), the Surviving Obligations and the Surviving Representations shall not be subject to the Buyer Cap. (b) Solely In computing Buyer Losses and Company Losses, lost profits and opportunity costs shall not be recoverable, and recoverable actual damages shall include the amount necessary to return the Indemnified Party to the same economic position it would have been in, with respect to out-of-pocket costs and expenditures, including the purchase price hereunder, absent the condition or event creating the loss, but otherwise shall not include consequential damages. By way of example, (i) if the Owned Real Property was required to be temporarily closed due to an occurrence described in Section 10.1(f), Buyer Losses would include not only the cost of remediation, but also, for example, the cost of maintaining the facility during the closure, the cost of compensating non-productive employees during the closure and damages due third parties for non-performance by the Buyer as a result of the closure, and (ii) if the Buyer had to permanently stop operating the Business due 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of a representation by the Company, diminution Buyer Losses might include, for example, the original purchase price hereunder plus out-of-pocket expenses incurred by the Buyer in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to operating the 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 damagesBusiness. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely Notwithstanding anything to the contrary set forth herein, no ETHZilla Indemnified Party shall be indemnified by Karus under this ARTICLE XII for any ETHZilla Losses and no Karus Indemnified Party shall be indemnified by ETHZilla under this ARTICLE XII for any Karus Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) any Claim unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer such Claim involves ETHZilla Losses or Seller Karus Losses, respectivelyas applicable, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) 100,000 (the “Threshold AmountDeductible”) in the aggregate), after which point the Buyer Indemnified Parties Karus or the Seller Indemnified PartiesETHZilla, respectivelyas applicable, shall be entitled to recover only Buyer obligated for such aggregate ETHZilla Losses or Seller Karus Losses, respectivelyas applicable, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess of from the Threshold Amountfirst dollar. (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) 12.6.1 The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the total aggregate amount of the Indemnification Escrow Amountliability of Karus for ETHZilla Losses pursuant to Section 12.1.1, Section 12.1.2 and Section Error! Reference source not found. and of ETHZilla pursuant to Section 12.2.1 and Section 12.2.3, shall be limited to $1,000,000 (the “Cap”). 12.6.2 Neither the Deductible nor the Cap shall apply to any ETHZilla Losses or Karus Losses (i) which are not expressly subject to the Cap; or (ii) against Sellers in respect of any fraud Claim. 12.6.3 Payments by an Indemnifying Party pursuant to Section 12.1 or Section 12.2 in respect of any ETHZilla Loss or Karus Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or Karus) in respect of any such Claim. The Indemnified Party shall use its commercially reasonable efforts to recover under Section 7.1(binsurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. 12.6.4 In no event shall any Indemnifying Party be liable to any Indemnified Party 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 the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim). 12.6.5 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 Party (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 indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the 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 Party subsequently receives such insurance proceeds, then the Indemnified Party 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 exceedmore, in the aggregate, than the Purchase Priceindemnity amount paid by the Indemnifying Party. It Notwithstanding the foregoing, no Indemnified Party shall be 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 acknowledged and agreed unreasonable do so. 12.6.6 No Indemnified Party shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (Ai) such loss would not have arisen but for the aggregate amount enactment of Buyer any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Entity 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 to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement (provided such party’s breach is a principal cause or principal contributing factor to such party’s Losses that may be recovered against Sellers under Section 7.1(crelated thereto), and (Biii) such loss is offset by a corresponding gain accruing after the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2Closing Date, shall not be limited in amount. (d) In any claim for indemnification under this Agreementdirectly or indirectly, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures the benefit of the Companyparty seeking indemnification, diminution in valueas a direct result of the act, loss of anticipated profitsmatter, interference with Company operations, omission or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely circumstance giving rise to the 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 damagesloss. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the Equity Holders’ obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a) 10.1 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) 2,000,000 (the “Threshold Amount”) in the aggregate, after in which point case 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.; provided, that amounts of indemnity for Buyer Losses pursuant to (i) Section 10.1(a)(i) with respect the Company Fundamental Representations, (ii) Section 10.1(b)(i) with respect to the Stockholder Fundamental Representations, or (iii) Section 10.1(a)(ii), Section 10.1(a)(iii), Section 10.1(a)(iv), Section 10.1(a)(v), Section 10.1(a)(vi), Section 10.1(a)(vii), Section 10.1(b)(ii) or Section 10.1(b)(iii) in each case, shall not be subject to the Threshold Amount; (b) Solely subject to the provisos contained in this Section 10.5(b), any indemnification obligation of the Equity Holders pursuant to this Article X shall be satisfied solely from (x) the Holdback Amount, with respect to Section 10.1(a)(iv), and (y) the Escrow Amount with respect to all other Buyer Losses; provided, however, that, subject to Section 10.4, Buyer may seek indemnification for Buyer Losses (i) arising under Section 10.1(b)(i) (with respect to Stockholder Fundamental Representations), Section 10.2(b)(ii) or Section 10.2(b)(iii) directly from the relevant Stockholder, and (ii) with respect to Company Fundamental Representations or arising under Section 10.1(a)(ii), or 10.1(a)(iii), from each Equity Holder, directly based on such Equity Holder’s Pro Rata percentage but not to exceed the amount such Equity Holder received as a breach result 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 transaction ($25,000) (which Losses shall not be counted towards the Threshold Amount“Proceeds Cap”).; (c) The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) in no event shall not exceed the aggregate amount of the Indemnification Escrow indemnification obligations of the Equity Holders related to Indemnified Misclassification Claims exceed the Holdback Amount, ; (d) except for Buyer Losses with respect to Section 10.1(a)(v) or (ii) against Sellers under Section 7.1(b) shall not exceed10.2(b)(iii), in the aggregate, the Purchase Price. It is acknowledged and agreed that (A) no event shall the aggregate amount of indemnity required to be paid by each Equity Holder pursuant to Section 10.1 exceed the Proceeds Cap; (e) the liability of each Equity Holder with respect to Buyer Losses that may be recovered against Sellers arising under Section 7.1(c10.1(a) shall be several and not joint based on such Equity Holder’s relative Pro Rata Percentage; (f) no Equity Holder shall have any liability for Buyer Losses arising under Section 10.1(b) except to the extent such Equity Holder has made the representation or warranty in Article IV or made the covenant, agreement or undertaking in this Agreement under which such Buyer Losses arise or committed fraud; (g) each Equity Holder shall be deemed to have a subaccount of the Escrow Fund in an amount equal to such Equity Holder’s Pro Rata Percentage of the Escrow Amount (each, a “Subaccount”); (h) notwithstanding anything set forth herein to the contrary, but subject to Section 10.5(b), (i) any indemnification obligation of an Equity Holder under this Agreement shall be satisfied solely from such Equity Holder’s Subaccount of the Escrow Fund; (ii) in the event that, following satisfaction of an indemnification claim for Buyer Losses from a Subaccount of the Escrow Fund, a subsequent claim for indemnification is made pursuant to this Article X, Buyer Losses shall be payable only from the Escrow Fund out of each Equity Holder’s Subaccount based on that Equity Holder’s Pro Rata Percentage of such Buyer Losses and; (iii) if any Equity Holder’s Subaccount is insufficient to satisfy such Equity Holder’s Pro Rata Percentage of Buyer Losses, then such Buyer Losses will remain unsatisfied notwithstanding that other Subaccounts have sufficient funds to satisfy such Buyer Losses and no Buyer Indemnified Party shall be entitled to recover any such shortfalls from the Subaccounts of other Equity Holders; (Bi) for purposes of computing the aggregate amount of Seller indemnifiable claims against the Equity Holders, 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 Equity Holders pursuant to Section 10.1 shall be limited to, the amount of such Buyer Losses that may be remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment actually recovered against Buyers under Section 7.2, shall not be limited in amount.from any third party with respect thereto; (dj) In the amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Closing Statement; (k) in any claim for indemnification under this Agreement, neither Sellers nor Buyers the Equity Holders shall not be required to indemnify any Person for punitive, consequential incidental, consequential, special or exemplary damages or Lossesindirect losses, including loss of profitsbusiness interruption loss, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Companyfuture revenue, diminution in value, loss of anticipated profits, interference with Company operationslost profits or income, or loss of lendersbusiness reputation or other opportunity or damages based on a multiplier of earning or other financial measure (other than any such punitive or other damages awarded as a result of a third party claim); (l) 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 (i) to mitigate such Loss, investors and (ii) to obtain insurance proceeds or buyersproceeds from other sources of indemnification available to such Party (in each case consistent with sound and standard business practices of such Party); provided, however, nothing shall be deemed to require initiation of any proceedings; (m) no Party shall 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; (n) the Equity Holders shall have no liability for any Buyer Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer and/or its Affiliates or for any other act or omission by Buyer and/or its Affiliates after the Closing Date; (o) in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to which the Equity Holders have indemnified Buyer pursuant to this limitation Agreement, such Buyer Indemnified Party shall not apply ifpromptly pay over to the Sellers’ Representative (on behalf of the Stockholders and the Warrant Holder) and to the Company (on behalf of the Option Holders, and solely which the Company shall promptly distribute to the extent that, an Indemnified Party is seeking Option Holders in accordance with their respective Pro Rata Percentages and subject to obtain through indemnification reimbursement Section 2.8(h)) such Equity Holders’ Pro Rata Percentage of Losses resulting from an award in a Third Party Claim against such Indemnified Party of consequential, exemplary or punitive damages.the amount so recovered; (ep) Any the liability of the Equity Holders for Buyer Losses shall be considered in the aggregate and shall be determined on a cumulative basis so the Buyer Losses incurred under Article X shall be combined with all other Buyer Losses incurred under Article X for purposes of determining limitations on liability, including the maximum liability amounts described above; (q) any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax U.S. federal income tax purposes, unless otherwise required by applicable Law.; and (fr) The Indemnified Party notwithstanding anything in this Agreement to the contrary, no past, present or future director, officer, employee, incorporator, affiliate, management, vendor, service provider, agent, attorney or representative of the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates shall take all commercially reasonable steps have any liability for (i) any obligations or liabilities of the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates relating to mitigate Losses or arising from this Agreement or (ii) any claim against the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates based on, 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudby reason of, the transactions contemplated by this Agreement.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely with respect Sellers shall only be liable for Purchaser Losses arising hereunder solely to a breach of the Operational Representationsextent that any such Purchaser Losses exceed, 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 Twenty Thousand Dollars $20,000.00 (the Buyer Indemnified Parties "Norfolk Basket Amount"); provided, however, that Purchaser Losses arising under 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 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 of any such Purchaser Losses be included with other Purchaser Losses in excess of the Threshold Amountdetermining whether such Norfolk Basket Amount has been reached. (b) Solely with respect to a breach of the Operational Representations, Sellers Purchaser shall not only be liable for Norfolk Losses arising hereunder solely to the extent that any individual or series of related such Norfolk Losses which do not exceed Twenty-Five exceed, in the aggregate, Twenty Thousand Dollars $20,000.00 ($25,000) (which Losses shall not be counted towards the Threshold "Horizon Basket Amount"). (c) The aggregate amount indemnification obligations of Buyer Losses that may be recovered (i) against the Sellers under Section 7.1(a) hereunder shall not exceed in the aggregate amount one-half of the Indemnification Escrow Purchase Price (the "Sellers' Cap Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that Purchaser Losses arising under or pursuant to Sections 8.1(a), 8.1(b) and 8.1(d) of this limitation Agreement shall not apply if, and solely be subject to the extent that, an Indemnified Party is seeking Sellers' Cap Amount and there shall be no limitation on the indemnification obligations of the Sellers with respect to obtain through indemnification reimbursement of Purchaser Losses resulting from an award in a Third Party Claim against arising under or pursuant to such Indemnified Party of consequential, exemplary or punitive damagesprovisions. (ed) Any indemnity payment under this Agreement The Indemnification obligations of the Purchaser hereunder shall be treated as an adjustment to not exceed in the aggregate one-half of the Purchase Price for Tax purposes, unless otherwise required by applicable Law(the "Purchaser's Cap Amount"). (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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(a) Company or Section 7.2(a) the Shareholder for indemnification under this Article IX for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Losses, respectively, in excess of One Hundred Eighty exceeds Five Thousand Million Dollars ($185,0005,000,000) (the “Threshold AmountDeductible”) in and then only to the aggregateextent that Purchaser Losses exceed the Deductible; provided, after which point however, the Buyer Indemnified Parties or Surviving Obligations and the Seller Indemnified Parties, respectively, shall be entitled Shareholder’s obligations pursuant to recover only Buyer Losses or Seller Losses, respectively, with respect to claims for indemnification any breach or inaccuracy of any representation or warranty in (Absence of Certain Changes) or (Tax Returns; Taxes) or 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 subject to the Deductible. For the avoidance of related doubt, payments made by Purchaser pursuant to the Environmental Agreement shall not be considered Purchaser Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses and shall not be counted towards the Threshold Amount). (c) Deductible. The aggregate amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the total aggregate amount of the Indemnification Escrow Amount, or liability of the Shareholder for Purchaser Losses shall be limited to fifteen (ii15) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, percent of the Purchase Price. It is acknowledged and agreed that Price (Athe “Purchaser Cap”) 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, the Surviving Obligations and solely the Shareholder’s obligations pursuant to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply 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 Cap. For purposes of determining the amount of any such Purchaser Losses arising out of(but not for the purpose of determining the existence of any breach, resulting from misrepresentation or relating inaccuracy) with respect to any action representation or inaction that constitutes fraudwarranty of the Shareholder, any qualification as to materiality or Material Adverse Effect set forth in any such representation or warranty shall be disregarded.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a breach of claim against the Operational Representations, no amounts of indemnity shall be payable pursuant to Seller for indemnification under Section 7.1(a) or Section 7.2(a) 9 for Purchaser Losses unless and until the Buyer Indemnified Parties or the Seller Indemnified Partiesaggregate amount of such Purchaser Losses (excluding all Purchaser Losses in respect of any single claim which do not exceed US$100,000, respectively, shall have suffered Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) for which no claim for indemnification may be made (the “Threshold Amount”)) exceeds US$10,000,000 (the “Purchaser Basket”), in which event the aggregate, after which point the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover may claim indemnification only Buyer Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 the amount of such Purchaser Losses in excess of the Threshold Amount. (b) Solely with respect Purchaser Basket. The total aggregate liability, other than Excluded Liabilities pursuant to a breach Section 1.4(j), of the Operational Representations, Sellers shall not be liable Seller for any individual or series of related Purchaser 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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses and all claims made pursuant to Section 9 shall be limited to US$137,500,000 (the “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 ofof 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), resulting from Section 2.3(b), Section 5.9 or relating Section 5.13; and (iii) the total aggregate liability of the Seller for Purchaser Losses with respect to any action or inaction and all claims made pursuant to Section 9 that constitutes fraudarise out of any of the Excluded Liabilities falling under clause (j) of Section 1.4 shall be limited to a separate indemnity cap equal to US$68,750,000.

Liability Limits. (a) Solely with respect Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim for indemnification under 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 $562,500 (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses in excess of $562,500. Notwithstanding the foregoing, the Purchaser Basket shall not apply to any Purchaser Losses arising out of or related to fraud, willful misconduct or gross negligence or a breach of the Operational Fundamental Representations, no amounts of indemnity and the Shareholders 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 liable for all Purchaser 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 thereto. The Shareholders’ aggregate liability for Purchaser Losses (i) relating to claims for indemnification pursuant under Sections 9.1(a)(i) and 9.1(a)(ii) shall not exceed an aggregate of $13,000,000 (the “Cap”), provided that the Cap shall not apply to Section 7.1 or Section 7.2 in excess claims with respect to breaches of the Threshold AmountFundamental 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) Solely 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 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 a breach of the Operational Representationsindemnification provisions hereof, 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 and (ii) against Sellers under Section 7.1(b) shall not exceed, in determining whether the aggregate, the 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 be limited in amountPurchaser Basket has been surpassed. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely Except with respect to Purchaser Losses arising under Sections 9.1(i) and 9.1(j), which shall be recoverable to the extent such Losses in the aggregate exceed $10,000, none of the Purchaser Indemnified Parties shall be entitled to recover from the 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, as the case may be, with respect to any inaccuracy or breach of any such representations or warranties or breach of or default in the 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 extent of such excess. In no event shall the aggregate liability of the Seller Indemnified Parties with respect to Purchaser Losses or the Purchaser Indemnified Parties with respect to Seller Losses exceed $10,000,000 (the "Cap Amount"). Notwithstanding the foregoing, the provisions of the immediately preceding sentence shall not apply to: (i) Purchaser Losses arising under 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 Assumed Liabilities, the Excluded Assets and the 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 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 Section 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 Sellers' indemnification obligations with respect to breaches of the representations and warranties contained in Section 3.5 hereof shall be reduced or eliminated to the 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. (c) Notwithstanding anything to the contrary contained herein, (i) the Sellers' indemnification obligations with respect to a breach of the Operational Representations, no amounts a representation and warranty contained in Section 3.5(a) relating to title to a particular parcel of indemnity Real Property shall be payable pursuant limited to an amount equal to the maximum amount of title insurance coverage obtained on such parcel as contemplated by Section 7.1(a6.1(d) or regardless of whether such indemnification obligations relate to a matter covered under such title insurance, as contemplated by Section 7.2(a9.5(b) unless above and until (ii) 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, Sellers' indemnification obligations with respect to claims for 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 pursuant to Section 7.1 or Section 7.2 in excess of the Threshold Amount. (b) Solely against Sellers with respect to a breach of the Operational Representations, Sellers shall not be liable for any individual or series of related such Purchaser Losses which do not exceed Twenty-Five Thousand Dollars ($25,000) (which Losses shall not be counted towards the Threshold Amount)regardless whether such other rights may exist. (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 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 shall be treated as 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect to An Indemnified Party shall not make a breach of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(aclaim against an Indemnifying Party for indemnification under Sections 8.1(a) or Section 7.2(a) 8.2(a), as appropriate, unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered Buyer aggregate amount of such Purchaser Losses or Seller Shareholder Losses, respectivelyas appropriate, in excess of One Hundred Eighty Five Thousand Dollars (exceeds $185,000) 50,000 (the “Threshold AmountBasket”) ), in which event the aggregateIndemnified Party may claim indemnification for all Purchaser Losses or Shareholder Losses, after which point as appropriate, solely to the Buyer Indemnified extent such losses exceed $50,000. The total aggregate liability of the Indemnifying Parties for Purchaser Losses or the Seller Indemnified PartiesShareholder Losses, respectivelyas appropriate, shall be entitled limited to recover only Buyer thirty-five percent (35%) of the aggregate Purchase Price actually paid to the Shareholders (the “Cap”). Neither the Basket nor the Cap shall apply to any Purchaser Losses or Seller Shareholder Losses, respectivelyas appropriate, arising out of fraud or a breach of any representations and warranties contained in Sections 2.1 through 2.3, Sections 2.4(a), 2.5, 2.9, 2.16, 2.17, 2.20, 2.25, or Sections 3.1 through 3.3 or 3.5, or the specific indemnification obligations set forth in Sections 8.1(c)(i) or (ii), (d), (e) or (f) or 8.2(c), and the respective Indemnifying Party shall be liable for all Purchaser Losses or Shareholder Losses, as appropriate, with respect thereto; and the Basket shall not apply to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess any Purchaser Losses arising out of the Threshold Amountspecific indemnification obligation set forth in Section 8.1(g); provided, however, except in the case of fraud, in no event shall the total liability of any Shareholder for any and all Purchaser Losses under this Article VIII exceed the pro rata portion of the aggregate Purchase Price actually paid to such Shareholder. (b) Solely In case any event shall occur that would otherwise entitle a Party to assert a claim for indemnification hereunder, no Losses shall be deemed to have been sustained by such Party to the extent of any Tax savings actually realized, within eighteen (18) months of such event, by such Party 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)thereto. (c) The aggregate Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification or reimbursement from any other party under any provision of this Agreement for any amount to the extent such party or its Affiliate has been fully indemnified or reimbursed for such amount under any other provision of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed this Agreement, the aggregate amount of exhibits or the Indemnification Escrow Amountschedules attached hereto, or (ii) against Sellers under Section 7.1(b) shall not exceedany document executed in connection with this Agreement or otherwise. Furthermore, in the aggregateevent any Losses related to a claim by the Purchaser are covered by insurance, the Purchase Price. It is acknowledged Purchaser agrees to use commercially reasonable efforts to seek recovery under such insurance 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, Purchaser shall not be limited entitled to recover from the Shareholders (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Losses to the extent the Purchaser recovers the insurance payment specified in amountthe policy. (d) In any claim for indemnification under Notwithstanding anything to the contrary contained in this Agreement, neither Sellers nor Buyers none of the parties hereto shall be required to indemnify have any Person liability under any provision of this Agreement for any punitive, consequential consequential, special or exemplary damages or Lossesindirect damages, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated business reputation or opportunity or (except to the extent provided below) loss of future profits, interference with Company operationsrevenue or income, relating to the breach or loss alleged breach of lendersany provision of this Agreement, investors or buyersregardless of whether such damages were foreseeable, except to the extent such damages are payable to a third party; provided, however, that this the foregoing limitation shall not apply if, prohibit or preclude recovery by a Purchaser Indemnified Party for lost profits on any Contracts that are active and solely funded as of the date of this Agreement to the extent that, an Indemnified Party is seeking arising from a breach of the representations and warranties contained in Sections 2.14. Each of the parties agrees 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 shall be treated as 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 their respective Losses in respect upon and after becoming aware of any claim for event or condition which it is seeking indemnification and shall use reasonable efforts could reasonably be expected 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect give rise to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudare indemnifiable hereunder.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) Solely The liability of the Seller Parties for Purchaser Losses with respect to a breach of the Operational Representations, no amounts of indemnity shall be payable any claims made pursuant to Section 7.1(a8.1(a) or Section 7.2(a) unless and until shall be limited to 50% of such Purchaser Losses; provided, however, that the Buyer Indemnified 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 limitation set forth in Section 8.5(a) above, the total aggregate amount of the liability of the Seller Indemnified Parties, respectively, Parties for Purchaser Losses with respect to any claims made pursuant to Section 8.1(a) shall have suffered Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars be limited to THREE HUNDRED THOUSAND THREE HUNDRED FIFTY DOLLARS ($185,000300,350) (the “Threshold Cap Amount”) ); provided, however, that the liability of the Seller Parties for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to the Cap Amount (however, in such event, the aggregate, after which point maximum amount of Purchaser Losses that the Buyer Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only Buyer from each Seller Party under this Article VIII (including Purchaser Losses or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess arising out of the Threshold Amount. (bSurviving Representations) Solely with respect to a breach shall not exceed the aggregate portion 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 AmountPurchase Price actually received by such Seller Party and its Affiliates). (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 Any funds remaining in the Indemnification Escrow Amount, or Fund on the date that is fifteen (ii15) against Sellers under Section 7.1(b) shall not exceed, in months after the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers Closing Date shall be required released to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersSellers; provided, however, that this limitation the Escrow Agent shall not apply if, and solely continue to hold any funds that are the subject of asserted but unresolved claims pursuant to the extent that, an Indemnified Party is seeking to obtain through indemnification reimbursement terms of Losses resulting from an award in a Third Party Claim against such Indemnified Party of consequential, exemplary or punitive damagesthe Escrow Agreement. (e) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. (fd) The Indemnified Party Purchaser shall take all commercially reasonable steps to mitigate Losses obtain an insurance policy in respect of any claim 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 which it is seeking 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 use reasonable efforts to avoid any costs 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 expenses associated with such claim, and, if such costs and expenses cannot be avoided, to the Surviving Representations. The Purchaser shall use commercially reasonable efforts to minimize the amount thereof. (g) The Parties acknowledge and agree ensure that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) R&W Insurance Policy expressly provides that insurer thereunder shall not apply have no subrogation rights to pursue any claim against the Seller Parties other than with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity Sellers shall only 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 liable for Buyer Losses or Seller Lossesarising under this Agreement solely to the extent that any such Buyer Losses exceed, respectively, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”) in the aggregate, after which point U.S. $30,000 (the "Seller Basket Amount"); provided, however, that Buyer Indemnified Parties Losses arising under or pursuant to paragraph 7.2(a)(i) of this Agreement shall not be subject to the Seller Indemnified Parties, respectively, shall be entitled Basket Amount to recover only Buyer Losses the extent that they relate to Sellers' breach of their representations and warranties in Section 2.4 or Seller Losses, respectively, with respect to claims for indemnification pursuant to Section 7.1 or Section 7.2 in excess 3.3 of the Threshold AmountAgreement. (b) Solely with respect to a breach of the Operational Representations, Sellers Buyer shall not only be liable for Seller Losses arising under this Agreement solely to the extent that any individual or series of related such Seller Losses which do not exceed Twenty-Five Thousand Dollars exceed, in the aggregate, U.S. $30,000 ($25,000) (which Losses shall not be counted towards the Threshold "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 Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed the aggregate amount value, as of the Indemnification Escrow AmountClosing, or of the Harbinger Shares issued to such Seller pursuant to this Agreement plus (ii) against Sellers under such Management Seller's Allocation Percentage (as defined in Section 7.1(b7.2(a) shall not exceed, in the aggregate, the Purchase Price. It is acknowledged and agreed that (Ahereof) 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyersmultiplied by U.S. $310,350; provided, however, that this limitation shall not apply if, and solely Buyer Losses arising under or pursuant to Section 7.2(a)(i) to the extent thatthat they relate to Management Seller's breach of its representations and warranties in Section 2.4 of this Agreement or arising from Management Seller's fraudulent conduct shall not be subject to the General Seller's Cap Amount and there shall be no limitation on the indemnification obligations of the Management Seller with respect to Buyer Losses arising thereunder. (d) Buyer's indemnification obligations under this Agreement shall not exceed in the aggregate an amount equal to the value, an Indemnified Party is seeking as of the Closing, of the Harbinger Shares issued 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 damagesthe Sellers pursuant to this Agreement (the "Buyer Cap Amount"). (e) Any indemnity payment under this Agreement 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 treated as an adjustment deemed to occur upon the Purchase Price for Tax purposes, unless otherwise required by applicable Lawinitial Buyer Loss or series of related Buyer Losses or Seller Loss or series of related Seller losses. (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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. (a) Solely with respect The Buyer Indemnified Parties shall not be entitled to a breach of the Operational Representations, no amounts of indemnity shall be payable indemnification for Buyer Losses pursuant to Section 7.1(a) or Section 7.2(a8.2(a) unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall have suffered aggregate amount of such Buyer Losses or Seller Losses, respectivelyexceeds $250,000, in excess of One Hundred Eighty Five Thousand Dollars ($185,000) (the “Threshold Amount”) in the aggregate, after which point 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 maximum aggregate liability of Seller Indemnified Parties, respectively, shall be entitled to recover only and Parent for 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(a8.2(a) shall not exceed the aggregate amount be 35% of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, in the aggregate, the 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 be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this the foregoing limitation shall not apply ifto any breach of any Core Representation, and solely which shall be limited to the extent thatPurchase 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. (c) Notwithstanding anything to the contrary set forth herein, the 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 is seeking to obtain through indemnification reimbursement shall be net of Losses resulting from (i) any insurance proceeds received by an award in a Third Party Claim against such Indemnified Party of consequentialunder insurance policies relating to such Damages (provided, exemplary or punitive damages. (e) Any indemnity payment under this Agreement shall be treated as an adjustment to however, that 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 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 amount thereofIndemnified Party as a result of the Damages and any payments made by the Indemnifying Party to the Indemnified Party. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, but subject to the remainder of this Article 9, the Sellers’ obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless shall be limited as follows: (a) Solely with except in the case of fraud and except in the case of any claim in respect to of a breach of the Operational RepresentationsFundamental Representation or IP Representation, no amounts of indemnity shall be payable pursuant to Section 7.1(a) or Section 7.2(a9.1(a)(i) 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) [***] in the aggregate (the “Threshold Amount”) ), and in the aggregate, after which point case the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall be entitled to recover only the full amount of such Threshold Amount of 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 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 a breach breaches or inaccuracies of the Operational Representations, Sellers shall not be liable for any individual Fundamental Representations or series of related Losses which do not exceed Twenty-Five Thousand Dollars ($25,000IP Representations pursuant to Section 9.1(a)(i)) (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 Indemnity Escrow AmountFunds (the “Cap”), or (ii) against the maximum aggregate indemnification amount required to be paid by the Sellers under pursuant to Section 7.1(b9.1(a)(i) shall not exceed, (except in the aggregatecase of fraud) with respect to breaches or inaccuracies of the IP Representations exceed [***] and (iii) the maximum aggregate amount for which Sellers will be liable under this Agreement (except in the case of fraud) with respect to all matters exceed the amount of the Purchase Price (including the Indemnity Escrow Amount), or 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 Purchase Price. It is acknowledged and agreed “Indemnification Cap”); provided 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, claims for fraud shall not be limited in amount.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) In notwithstanding anything set forth herein to the contrary, but subject to the provisions in Section 9.4(c), any indemnification obligation of a Seller under this 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 aggregate amount of indemnifiable claims against any Indemnifying Party, the amount of each claim for indemnification under this AgreementLosses by a Buyer Indemnified Party shall be deemed to be an amount equal to, neither Sellers nor Buyers and any payments by the 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; (f) the amount of indemnity payable pursuant to Section 9.1 with respect to any Buyer Loss shall be reduced to the 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 Person for punitive, consequential special or exemplary damages or Lossesdamages, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely except to the extent that, an actually paid in connection with a Third-Party Claim; (h) any Buyer Indemnified Party is seeking to obtain through that becomes aware of a Loss for which it seeks indemnification reimbursement of Losses resulting from an award under 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 Claim against such any amount in respect of a matter with respect to which the Sellers 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 consequentialthe Sellers) the amount so recovered (net of any deductibles, exemplary or punitive damages.costs of recovery and increase in premium payments); and (ej) Any any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for U.S. federal income 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the obligation to indemnify, defend and hold the Buyer Indemnified Parties harmless will be limited as follows: (a) Solely with respect to a breach of the Operational Representations, no amounts of indemnity shall will be payable pursuant to Section 7.1(a) or Section 7.2(a) 10.01 unless and until the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall will have suffered Buyer Losses or Seller Losses, respectively, in excess of One Hundred Eighty Five Thousand Dollars $3,000,000 (the “Deductible”) in the aggregate, in which case, indemnification shall, subject to the other limitations set forth in this Agreement (including Section 10.05(b) below), be available for Buyer Losses in excess of the Deductible; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.01(a)(i) with respect to the Fundamental Representations, or (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in each case, will not be subject to the Deductible; (b) no amounts of indemnity will be payable pursuant to Section 10.01 unless and until the Buyer Indemnified Parties will have suffered Buyer Losses in excess of $185,000) 1,500,000 (the “Threshold Amount”) in the aggregateaggregate in excess of the Deductible, after in which point case the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, shall will be entitled to recover only the full amount of 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. Deductible from the first dollar; provided, that, notwithstanding the foregoing, amounts of indemnity for Buyer Losses (bi) Solely pursuant to Section 10.01(a)(i) with respect to a breach of the Operational Fundamental 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 pursuant to Section 7.1(b10.01(a)(ii), 10.01(a)(iii) shall not exceedand 10.01(a)(iv), in each case, will not be subject to the aggregate, the Purchase Price. It is acknowledged and agreed that Threshold Amount; (Ac) in no event will the aggregate amount of indemnity required to be paid to the Buyer Indemnified Parties pursuant to this Agreement exceed the Indemnity Escrow Amount; (d) notwithstanding anything set forth herein to the contrary, (i) any indemnification obligation of the Equityholders under this Agreement will be satisfied solely from the Indemnity Escrow Funds and (ii) if the Indemnity Escrow Funds are insufficient to satisfy the Buyer Losses that may be recovered against Sellers and the Buyer Indemnified Parties do not have recourse therefor under Section 7.1(c)the R&W Insurance Policy, and then the Buyer Losses in question will remain unsatisfied; (Be) for purposes of computing the aggregate amount of Seller indemnifiable claims (i) the amount of each claim for Buyer Losses that may by a Buyer Indemnified Party will be recovered against Buyers under deemed to be an amount equal to, and any payments from the Indemnity Escrow Funds pursuant to Section 7.2, shall not 10.01 will be limited to, the amount of such Buyer Losses and (ii) against Buyer, the amount of each claim for Equityholder Losses by an Equityholder Indemnified Party will be deemed to be an amount equal to, and any payments by Buyer pursuant to Section 10.02 will be limited to, the amount of such Equityholder Losses, in amount.each of clause (i) and (ii), that remain after deducting therefrom (x) any third party insurance proceeds actually received (net of any deductible or related expenses in pursuing such insurance proceeds), and any indemnity, contributions or other similar payment actually received from any third party with respect thereto, and (y) any net cash Tax benefit actually realized in the taxable year of the indemnification payment or any prior taxable year by a Buyer Indemnified Party or any Affiliate thereof with respect to the Buyer Losses or items giving rise to such claim for indemnification; (df) In the amount of indemnity payable pursuant to Section 10.01 with respect to any Buyer Loss will be reduced to the extent such Buyer Loss is included in the calculation of Closing Merger Consideration; (g) in any claim for indemnification under this Agreement, neither Sellers nor Buyers shall no party will be required to indemnify any Person for punitive, consequential special, or exemplary damages or Lossesdamages, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely except to the extent that, an Indemnified Party is seeking for amounts paid to obtain through indemnification reimbursement a third party where any of Losses resulting from an award in the foregoing are awarded pursuant to a Third Party Claim against 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 will 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 will 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 will not include any obligation or requirement that (i) such Indemnified Party or any of consequentialhis or its Affiliates assume or incur any material liability or (ii) would reasonably be expected to materially disrupt, exemplary or punitive damages.otherwise materially affect the business or operations of such Indemnified Party or any of his or its Affiliates; (ei) Any in any case where a Buyer Indemnified Party recovers from any third party any net amount (or receives any net cash Tax benefit as described in Section 10.05(e)(y)) in respect of a matter with respect to which the Equityholders have indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party will promptly pay over to the Representative (on behalf of the Equityholders) the amount so recovered (or the amount of such net cash Tax benefit received, as applicable); (j) in no event shall any Buyer Indemnified Party have any right to indemnification under this Section 10.05 to the extent that the applicable Losses are attributable to Taxes (i) arising in any taxable period (or portion thereof) beginning after the Closing Date (“Post-Closing Tax Period”), (ii) incurred as a result of any transaction outside the ordinary course of business occurring on the Closing Date after the Closing (and for this purpose, the time of Closing shall be determined without regard to the final sentence of Section 2.01), (iii) arising due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes from a taxable period (or portion thereof) ending on or before the Closing Date, (iv) that were included in the calculation of Closing Merger Consideration or (v) that are attributable to the manner in which Buyer finances the Transactions; and (k) any indemnity payment under this Agreement shall pursuant to this ARTICLE X will be treated as an adjustment to the Purchase Price for Tax U.S. federal income tax purposes, unless otherwise required by applicable Law. (f) The Indemnified Party shall take all commercially reasonable steps . Nothing in this Agreement will limit the liability of a party to mitigate Losses in respect of any claim another party 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 amount thereof. (g) The Parties acknowledge and agree that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraud.

Liability Limits. Notwithstanding anything to the contrary set ---------------- forth herein: (a) Solely with respect The amount of Losses required to be paid by any party to indemnify any other party pursuant to this Article VIII as a breach result of any ------------ Losses shall be reduced to the extent of any amounts actually received by such other party after the Closing Date pursuant to the terms of the Operational Representations, no amounts of indemnity shall be payable pursuant to Section 7.1(ainsurance policies (if any) 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 Amountcovering such claim. (b) Solely with respect The indemnification obligations of the parties pursuant to this Article VIII shall be limited to actual damages and shall not, except in the ------------ case of fraud or a willful breach of this Agreement, include incidental, consequential, indirect, punitive, or exemplary damages; provided, however that any incidental, consequential, indirect, punitive, or exemplary damages recovered pursuant to a Third Party Claim (including Governmental or Regulatory Authorities) against a Person entitled to indemnity pursuant to this Article ------- VIII shall be included in the damages recoverable under such indemnity. ---- (c) No Purchaser Indemnified Party shall be entitled to indemnification under this Agreement for any misrepresentation or breach of warranty or nonfulfillment of or failure to perform any covenant or agreement by Seller unless the Operational Representations, Sellers shall not be liable for any individual or series aggregate of related Losses which do not exceed Twenty-Five Seller's indemnification obligations to the Purchaser Indemnified Parties pursuant to this Agreement exceeds Fifty Thousand Dollars ($25,00050,000) (which Losses the "Threshold") but in such event the Purchaser Indemnified Parties shall not be counted towards entitled to indemnification for all misrepresentations or breaches of warranties or nonfulfillment or failure to perform covenants or agreements to the extent such obligations exceed the Threshold Amount). subject, however, to a maximum liability of Seller of Two Million Two Hundred Fifty Thousand Dollars (c$2,250,000) 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 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 be limited in amount. (d) In any Except in the case of a claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required to indemnify any Person for punitive, consequential based on fraud or exemplary damages or Losses, including loss willful breach of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers; provided, however, that this limitation shall not apply if, and solely to the 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 or in the case of an equitable remedy (including, without limitation, as contemplated by Section 8.06(c) hereof), the limitations contained in this Section 8.03 shall be treated as an adjustment apply 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 rights 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 amount thereof. (g) The Parties acknowledge and agree recovery that the limitations set forth in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any Losses arising out of, resulting from or relating to any action or inaction that constitutes fraudPurchaser Indemnified Parties may have against Seller.

Liability Limits. (a) Solely Subject to Section 10.9, the Seller Parties, in the aggregate shall not be liable under this Article X for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds $100,000 (the “Basket”), in which event the Seller Parties shall be liable for all Purchaser Losses in excess of the amount of the Basket, up to an amount not to exceed $1,000,000 (the “Cap”); provided, however, the 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 the Operational Representations, no amounts of indemnity shall be payable pursuant any Surviving Obligation up 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 (an amount not to exceed $185,000) 3,000,000 (the “Threshold AmountSurviving 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, after which point and 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 ▇▇▇▇▇▇▇▇▇ Family Trust and ▇▇▇▇▇▇▇▇▇ shall not be liable under this Article X for any individual or series of related Purchaser Losses which do not exceed Twenty-Five Thousand Dollars ($25,000under Section 10.1(a) (which Losses shall not be counted towards the Threshold Amount). (c) The aggregate in an amount of Buyer Losses that may be recovered (i) against Sellers under Section 7.1(a) shall not exceed more than the aggregate amount portion of the Indemnification Escrow Amount, or (ii) against Sellers under Section 7.1(b) shall not exceed, 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 Price. It is acknowledged and agreed that (A) Indemnified Parties shall use commercially reasonable efforts to obtain settlement or recovery from the aggregate amount of Buyer Losses that may be recovered against Sellers under Section 7.1(c)▇▇▇▇▇▇▇▇▇ Family Trust prior to seeking recovery directly from ▇▇▇▇▇▇▇▇▇, and (B) for any Purchaser Losses for which the aggregate amount of Seller Losses that may be recovered against Buyers under Section 7.2, Purchaser Indemnified Parties seek to recover from the ▇▇▇▇▇▇▇▇▇ Family Trust or ▇▇▇▇▇▇▇▇▇ the Purchase Indemnified Parties shall not be limited in amount. (d) In any claim for indemnification under this Agreement, neither Sellers nor Buyers shall be required use commercially reasonable efforts to indemnify any Person for punitive, consequential obtain settlement or exemplary damages or Losses, including loss of profits, loss of revenues, loss of any multiple of reduced cash flow or earnings or similar measures of recovery from the Company, diminution in value, loss of anticipated profits, interference with Company operations, or loss of lenders, investors or buyers▇▇▇▇▇▇ Family Trust prior to seeking recovery directly from ▇▇▇▇▇▇▇▇▇; provided, however, that the recovery priority established by this limitation sentence shall not apply if, and solely to the extent that, an be construed as requiring that any Purchaser Indemnified Party is Parties exhaust remedies or otherwise incur material additional costs or delays in seeking to obtain through indemnification reimbursement of Losses resulting from an award in a Third Party Claim recovery under this Article X before proceeding directly against such Indemnified Party of consequential, exemplary ▇▇▇▇▇▇▇▇▇ or punitive damages▇▇▇▇▇▇▇▇▇. (e) Any indemnity payment under this Agreement shall be treated as 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 amount thereof. (gb) 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 limitations set forth defined term “Material Adverse Event,” shall be ignored in Section 7.5(a), Section 7.5(b) and Section 7.5(c) shall not apply with respect to any determining the amount of the applicable Losses arising out of, resulting from any such breach (but not ignored in determining whether or relating to any action or inaction that constitutes fraudnot the breach has occurred).