Common use of Liability Limits Clause in Contracts

Liability Limits. 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 any representation, warranty or covenant under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreement.

Liability Limits. Notwithstanding anything to (a) The total aggregate amount of the contrary set forth in this Agreement, Liability of the KHC Indemnified Parties applicable Indemnifying Party shall not make a claim against exceed the Company or the Company Shareholders applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE XII for indemnification under this Article VI or for a breach of any representation, warranty or covenant under this Agreement, Losses unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars (amount of such Losses exceeds $150,000) 100,000 (the "Floor"“Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in which event an amount not to exceed the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; applicable Cap. (b) Payments by an Indemnifying Party pursuant to ARTICLE XII in respect of any fraud 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 Company Shareholders; Indemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or shall any Indemnifying Party be liable to any KHC Indemnified Party 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 of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity or alleged breach of this Agreement. 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 KHC amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties further acknowledge provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the 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 promptly pay to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE XII or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (i) such loss would not have arisen but for the enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Authority after the Closing Date or any change in any generally accepted accounting principles after the Closing Date, including in each case any legislation or change which takes effect retrospectively, (ii) such loss has arisen as a result of any act or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, practices or methodologies) and to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this agreement establishing an exclusive contractual remedy was Agreement or the other Transaction Documents (in each case provided such party’s breach is a material inducement principal cause or principal contributing factor to Company Shareholders in entering into this Agreementsuch party’s Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, to the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such loss.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreementherein: (a) Subject to Section 11.05(c) below, the KHC Buyer Indemnified Parties shall not make a claim against the Company or the Company Shareholders for indemnification be entitled to recover any Buyer Losses under this Article VI or for a breach of any representation, warranty or covenant under this Agreement, Section 11.01(a) unless and until the aggregate costs and damages Buyer Losses for which Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 11.01(a) exceed $100,000 (the “Deductible”), at which point Buyer Indemnified Parties shall become entitled to be indemnified for all such Losses incurred by all KHC Buyer Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. HoweverDeductible. (b) Subject to Section 11.05(c), the Floor aggregate liability of each Seller for indemnification under Section 11.01(a) shall not exceed 50% of the aggregate Purchase Price paid by the Buyer to the particular Seller. (c) The limitations in subsections (a) and (b) of this Section 11.05 shall not apply to any losses arising out Buyer Losses recoverable by Buyer Indemnified Parties as a result of any breach of the following: (a) a Seller Fundamental Representation or any claim asserted against the KHC Indemnified Parties by Buyer Losses resulting from any actual fraud or on behalf of Angela Powers; (b) any fraud intentional and willful misrepresentation by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or Sellers. (d) If any failure to retainBuyer Losses or Seller Losses sustained by an Indemnified Party are covered by an insurance policy, as or an indemnification, contribution, or similar obligation of Closing, Net Working Capital in another Person (other than an amount less than $3,650,000 (the "Excepted Claims"Affiliate of such Indemnified Party). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company Party shall use commercially reasonable efforts to collect such insurance proceeds or Company Shareholders and seek indemnification without regard to the Floor. In indemnity, contribution, or similar payments; provided, however, that no event will the Company and Company Shareholders Indemnified Party shall be required to indemnify KHC Indemnified Parties under this Article VI or be liable to institute any KHC Indemnified Party for breach legal proceeding against any third party. The amount of any representationBuyer Losses or Seller Losses subject to indemnification under Section 11.01 (Indemnification Obligations of the Sellers) or Section 11.02 (Indemnification Obligations of Buyer), warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6as 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 exclusive remedy Indemnified Party after deducting therefrom all deductible amounts, increases in premiums specifically tied to such recoveries and out-of-pocket costs and expenses of such recoveries in connection with the facts giving rise to the right of indemnification. If any Indemnified Party actually receives such insurance proceeds or indemnity, contribution, or similar payments after the settlement of any indemnification claim under Section 11.01 (Indemnification Obligations of the KHC Sellers) or Section 11.02 (Indemnification Obligations of Buyer), as applicable, such Indemnified Parties against Party shall refund to the Company and Company Shareholders for contractual indemnity Indemnifying Party the amount of such insurance proceeds or breach of this Agreement. The KHC Indemnified Parties further acknowledge that this agreement establishing an exclusive contractual remedy was a material inducement indemnity, contribution, or similar payments, up to Company Shareholders the amount actually received in entering into this Agreementconnection with such indemnification claim.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the KHC Purchaser Indemnified Parties shall not make a claim against the Company have no right to indemnification or the Company Shareholders for indemnification payment under this Article VI Agreement with respect to, or for based on, Taxes to the extent such Taxes (i) are attributable to any Tax period other than a breach Tax period (or portion of a Straddle Period) ending on or before the Closing Date, (ii) are due to the unavailability in any Tax periods (or portions thereof) beginning after the Closing Date of any representationnet operating losses, warranty credits or covenant under other Tax attributes from a Tax period (or portion thereof) ending on or before the Closing Date, (iii) result from any transactions or actions taken by, or omissions by, the Purchaser Indemnified Parties or any of their Affiliates (including the Company) after the Closing that are not specifically contemplated by this Agreement, or (iv) were already taken into account in the calculation of Indebtedness or Transaction Expenses, in each case as finally determined hereunder. The Sellers will not have any obligation to indemnify, defend, reimburse and hold harmless the Purchaser Indemnified Parties pursuant to Section 9.1(a) in respect of any Loss unless and until the aggregate costs and damages amount of all Losses incurred or suffered by all KHC the Purchaser Indemnified Parties exceed one hundred fifty thousand dollars (pursuant to Section 9.1(a) exceeds $150,000) (100,000, at which point the "Floor")full amount of all such Losses shall be recoverable, in which event starting from the KHC Indemnified Parties may claim indemnification for any costs and damages in excess first dollar of such Losses; provided, however, that the Floor. However, the Floor shall foregoing limitations will not apply to claims for indemnification pursuant to Section 9.1(a) in respect of breaches of, or inaccuracies in, the Fundamental Representations or the representations and warranties set forth in Article X (Tax Matters). The Purchaser will not have any losses arising out obligation to indemnify, defend, reimburse and hold harmless the Seller Indemnified Parties in respect of any Loss unless the aggregate amount of all Losses incurred or suffered by the following: Seller Indemnified Parties exceeds $100,000, at which point the full amount of all such Losses shall be recoverable, starting from the first dollar of such Losses; provided, however, that the foregoing limitations will not apply to (a) any claim asserted against claims for the KHC Indemnified Parties by purchase price or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; claims based upon fraud, willful misconduct or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementintentional misrepresentation.

Liability Limits. Notwithstanding anything (a) 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. (b) The Losses suffered by any Indemnified Party shall be calculated after giving effect to any amounts recovered by the Indemnified Party from third parties, including insurance proceeds, in each case net of the reasonable out of pocket costs and expenses associated with such recoveries and net of deductibles and increases in premiums, and net of any associated Tax benefits to the contrary set forth in this Agreement, Indemnified Party and its Affiliates (it being understood and agreed that the KHC Indemnified Parties shall not make a use their Reasonable Efforts to seek insurance recoveries in respect of Losses to be indemnified hereunder and that no Indemnified Party shall be prohibited from pursuing or collecting on any claim against the Company or the Company Shareholders for indemnification under in accordance with this Article VI IX while it is using (or for a breach required to be using) such efforts to collect from third parties or upon such insurance policies). If any insurance proceeds or other recoveries from third parties are actually realized (in each case calculated net of any representation, warranty or covenant under this Agreement, unless and until the aggregate reasonable out of pocket costs and damages incurred expenses associated with such recoveries and net of deductibles and increases in premiums) by all KHC an Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (Party subsequent to the "Floor"), receipt by such Indemnified Party of an indemnification payment hereunder in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess respect of the Floor. Howeverclaims to which such insurance proceedings or third party recoveries relate, the Floor Indemnified Party shall not apply hold such amounts in trust and appropriate refunds shall be made promptly to any losses arising out the Indemnifying Party regarding the amount of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; such indemnification payment. (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, Any indemnity payments made under this Agreement will be treated as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect adjustment 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 Purchase Price for all Tax purposes unless otherwise required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementby Law.

Liability Limits. Notwithstanding anything A. Anything contained in this Lease to the contrary set forth notwithstanding, if Lessor, or any successor in this Agreementinterest, 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 KHC Indemnified Parties shall not make a claim against the Company stockholders or directors of such corporation or on such individual or the Company Shareholders 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 indemnification under this Article VI or for the satisfaction of the remedies of the Lessee in the event of a breach of any representation, warranty or covenant under this Agreement, unless and until by the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out Lessor of any of the following: (a) terms, covenants and conditions of this Lease to be performed by Lessor, and no other property or assets of such Lessor shall be subject to levy, execution or other enforcement procedure for the satisfaction of ▇▇▇▇▇▇'s remedies. B. With respect to any provision of this Lease which provides, in 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 asserted against for, and Lessee hereby waives any claim for money damages by way of 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 KHC Indemnified Parties by or on behalf event it is ever found in a court of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Comcompetent 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 Thousand Dollars ($300,000.00) in the aggregate over the life of this Lease. (1) Anything contained in this Lease to the contrary notwithstanding, if Lessee, 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 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 ▇▇▇▇gation ▇▇, and no other than property or assets of such Lessee shall be subject to levy, execution or other enforcement procedure for the obligation to pay state sales taxes; or satisfaction of ▇▇▇▇▇▇'s remedies, except as set forth in Paragraph 27.C.(2) below. (d2) 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 failure to retain, as breach of Closing, Net Working Capital in Paragraph 14 ("Liens") of this Lease; (ii) the removal of any partial construction of the Improvements or other partial structure and restoration of the Premises should Lessee not complete its construction obligation under Paragraph 10 hereof; and (iii) an amount less than $3,650,000 (the "Excepted Claims"). With respect in addition to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard foregoing of not to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million exceed Twenty Thousand Dollars ($7,000,00020,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreement.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreementherein, the KHC Purchaser Indemnified Parties shall not make a claim against the Company or the Company Shareholders any Seller for indemnification under this Article VI or IX for a breach of any representation, warranty or covenant under this Agreement, Purchaser Losses unless and until until, and only to the extent that, the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars (amount of such Purchaser Losses exceeds $150,000) 450,000 (the "Floor"“Purchaser Basket”), in which event the KHC Purchaser Indemnified Parties may claim indemnification for any costs and damages all Purchaser Losses in excess of the Floor. However$450,000; provided, the Floor however, that Purchaser Losses related to Surviving Obligations shall not apply be subject to any losses arising out of any the Purchaser Basket nor shall they be included in calculating the Purchaser Basket. The total aggregate amount of the following: 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 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) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; 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 fraud by Purchaser Loss shall not exceed such Non-Individual Seller’s Seller Percentage of such Purchaser Loss, and in the Company Shareholders; (cevent 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) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retainSection 9.5(c)(iii), as applicable, of Closingthe Individual Seller to which such Non-Individual Seller is a Related Party; (ii) each Individual Seller’s liability for any Purchaser Loss shall not exceed such Individual Seller’s Indemnification Percentage of such Purchaser Loss, Net Working Capital and in the event that an Individual Seller indemnifies a Purchaser Indemnified Party in an amount less than $3,650,000 equal to such Individual Seller’s Indemnification Percentage of such Purchaser Loss, the Purchaser Indemnified Party may not seek indemnification from such Individual Seller’s Related Parties as a result of such Purchaser Loss; and (the "Excepted Claims"). With iii) each Individual Seller is responsible for 100% of any Purchaser Loss arising under Section 9.1(a) with respect to a breach by such Individual Seller or such Individual Seller’s Related Party of any representation in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, or 5.7. Notwithstanding the Excepted Claimsforegoing, the KHC Indemnified Parties may assert a claim against Purchaser may, at its sole discretion, set off any obligation of the Company or Company Shareholders and seek indemnification without regard Sellers for Purchaser Losses pursuant to this Article IX from any Earnout Amount payable to Holdco pursuant to the FloorEarnout Agreement. In no event will 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 and Company Shareholders be prior to the date hereof. (e) No Purchaser Loss or Seller Loss shall include punitive damages (unless required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC paid by the Indemnified Party for breach in respect of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000a Third Party Claim). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreement.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the KHC Buyer Indemnified Parties harmless shall not make be limited as follows: (a) 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 the Losses giving rise to such claim against for indemnification, to the Company extent such benefit is recognized in the taxable year in which the relevant Losses were incurred or the Company Shareholders for indemnification under this Article VI or for a breach immediately succeeding taxable year; (c) the amount of indemnity payable pursuant to Section 8.1 with respect to any Loss shall be reduced to the extent necessary to prevent duplication of any representation, warranty or covenant under 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 this Agreement, unless and until such Buyer Indemnified Party shall promptly pay over to Seller the aggregate costs and damages amount so recovered (after deducting therefrom the full amount of the expenses incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"it in procuring such recovery), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages but not in excess of the Floor. However, the Floor shall not apply to any losses arising out sum of any of the following: (ai) any claim asserted against the KHC Indemnified Parties amount previously so paid by Seller to or on behalf of Angela Powers; the Buyer Indemnified Party in respect of such matter, and (bii) any fraud amount expended by the Company Shareholders; Seller in pursuing or defending any claim arising out of such matter; (ce) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, indemnity payment under this Agreement shall be treated as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect adjustment to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard Purchase Price for all Tax purposes to the Floor. In no event will extent permitted by applicable Law; and (f) for purposes of determining both the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach failure of any representationrepresentation or warranty to be true and correct and calculating Losses hereunder, warranty any qualifications in the representations and warranties herein as to “materiality”, “Material Adverse Effect” or covenant under this Agreement, for costs and damages in excess words of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, similar import shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementdisregarded.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold the KHC Buyer Indemnified Parties harmless shall be limited as follows: (a) The Buyer Indemnified Parties shall not make a claim against the Company or the Company Shareholders Seller for indemnification under this Article VI VIII unless and until the Buyer Indemnified Parties shall have suffered indemnifiable Losses in excess of 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 Fifty Thousand Dollars ($250,000) (the “Threshold Amount”) resulting from a single claim or aggregated claims arising out of the same facts, events or circumstances; provided, however, that any Losses arising under Section 8.1(a) with respect to any breach or inaccuracy of Section 3.6 shall not be subject to the Threshold Amount but shall be subject to the Buyer Deductible; (b) in no event shall the aggregate amount of indemnity required to be paid by Seller pursuant to this Article VIII exceed One Hundred Million Dollars ($100,000,000) (the “Buyer Cap”); (c) for purposes of computing the aggregate amount of claims against Seller, the amount of each claim by a breach 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 representationthird party insurance proceeds and any indemnity, warranty contributions or covenant 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) 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, with such net Tax benefit (if any) being determined by properly taking into account any adverse Tax consequences to a Buyer Indemnified Party or any Affiliate thereof with respect to the receipt of such indemnification payments from Seller; (d) in any claim for indemnification under this Agreement, unless and until Seller shall not be required to indemnify any Person for special, exemplary or consequential damages, including loss of profit or revenue, any multiple of reduced cash flow, interference with operations, or loss of tenants, lenders, investors or buyers, other than special, exemplary or consequential damages actually paid to a Person other than a Buyer Indemnified Party; (e) no Indemnifying Party shall have any liability under this Article VIII to indemnify any Indemnified Party with respect to a Loss to the aggregate costs and damages extent that the Loss arose from any action taken directly or indirectly by any Indemnified Party on or after the Closing Date; (f) no Party shall have any liability for any Loss which would not have arisen but for any alteration or repeal or enactment of any Law after the Closing Date; (g) Seller shall have no liability for any Loss that would not have arisen but for any change in the accounting policies, practices or procedures adopted by Buyer or its Affiliates after the Closing Date, other than such changes in accounting policies to the extent but only to the extent the Financial Statements are not in compliance with GAAP as in effect on the date of the Financial Statements; (h) in any case where a Buyer Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which Seller has indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to Seller the amount so recovered (after deducting therefrom the full amount of the expenses incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"it in procuring such recovery), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages but not in excess of the Floor. However, the Floor shall not apply to any losses arising out sum of any of the following: (ai) any claim asserted against the KHC Indemnified Parties amount previously so paid by Seller to or on behalf of Angela Powers; the Buyer Indemnified Party in respect of such matter, and (bii) any fraud reasonable amounts expended by the Company Shareholders; (c) Seller in pursuing or defending any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as third party claim arising out of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreement.such matter;

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreementherein, the KHC Concurrent Indemnified Parties shall not make a claim against the Company or the Company Shareholders for indemnification under this Article VI or Section 9 for a breach of any representation, warranty or covenant under this Agreement, Concurrent Losses unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars (amount of such Concurrent Losses exceeds the U.S. $150,000) 75,000 (the "FloorCONCURRENT BASKET"), in which event the KHC Concurrent Indemnified Parties may claim indemnification for any costs and damages in excess of all Concurrent Losses, including the Floor. Howeverinitial U.S. $75,000; provided, however, the Floor Surviving -------- ------- Obligations and the Surviving Representations shall not apply be subject 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; Concurrent Basket. (b) any fraud by Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Company Shareholdersunder this Section 9 for Concurrent Losses shall not exceed the Purchase Price (the "AGGREGATE LIABILITY CAP"); provided, however, the Surviving Obligations and the -------- ------- Surviving Representations shall not be subject to the Aggregate Liability Cap. (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than No Indemnified Party otherwise entitled to indemnification under this Section 9 shall be indemnified pursuant to this Section 9 to the obligation to pay state sales taxes; extent that a court of competent jurisdiction finally determines that such Indemnified Party's losses are caused by the willful misconduct or gross negligence of such Indemnified Party. (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 No Indemnifying Party will the Company and Company Shareholders be required to indemnify KHC any Indemnified Parties Party under this Article VI Section 9 for any Concurrent Losses or be liable Company Losses (as the case may be) to the extent reimbursed by insurance payments that are directly attributable to such loss and are paid to such Indemnified Party prior to the expiration of the Claims Period with respect to such loss under this Section 9; provided, however, that the Indemnified -------- ------- Party shall use reasonable efforts to obtain recovery under any KHC insurance policy which was acquired by such Indemnified Party for breach the specific Concurrent Losses or Company Losses (as the case may be) for which the Indemnified Party is seeking indemnification, that is in effect at such time of any representationsuch loss and for which the Indemnified Party may be entitled to indemnification; provided, warranty or covenant under this Agreementfurther, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions nothing in this Article 6, Section 9.4(d) shall be -------- ------- require an Indemnified Party to obtain any insurance with respect to Concurrent Losses or Company Losses (as the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders case may be) 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 Company Shareholders in entering into this Agreementwhich it may seek indemnification hereunder.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the KHC obligation to indemnify, defend and hold a Parent Indemnified Party harmless shall be limited as follows: (a) 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 shall not make a claim against the Company or the Company Shareholders for indemnification under this Article VI or for a breach of any representation, warranty or covenant under this Agreement, unless and Section 5.01(a) (i) until the aggregate costs and damages incurred by amount of all KHC Indemnified Parties exceed one hundred fifty thousand dollars (Losses in respect of indemnification under Section 5.01(a) exceeds $150,000) [***] (the "Floor"“Basket”), in which event the KHC Indemnified Company Indemnifying Parties may claim indemnification shall, subject to the other provisions of this Section 5.06, only be liable for any costs and damages Losses in excess of the Floor. However, Basket or (ii) in excess of $[***] (the Floor “Cap”); (b) in no event shall not apply the aggregate amount of indemnity required to any losses arising out be paid to the Parent Indemnified Parties with respect to breaches of any representation or warranty of the following: 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 (ai) any claim asserted against such Company Indemnifying Party’s pro rata portion of the KHC 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 on behalf be required to make any payment with respect to, any breach of Angela Powers; 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; (be) for purposes of determining the amount of any fraud Losses with respect to a breach or inaccuracy of a representation or warranty by the Company Shareholders; for purposes of Section 5.01 (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; a breach or (d) any failure to retaininaccuracy of Section 2.26), 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 such representations and seek indemnification warranties will be read without regard to any materiality or knowledge qualifier (including, without limitation, any reference to “material,” “in all material respects” or Material Adverse Effect) contained therein; (f) for purposes of computing the Floor. In no event will aggregate amount of indemnifiable claims for Parent Losses, the Company amount of each claim for Parent Losses by a Parent Indemnified Party shall be deemed to be an amount equal to, and Company Shareholders any payments to such Parent Indemnified Party under Section 5.01 shall be required limited to, the amount of such Parent Losses that remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment actually recovered from any third party with respect thereto (net of any costs related to indemnify KHC Indemnified Parties recover of such amounts); and (g) any indemnity payment under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, Agreement shall be treated as an adjustment to the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders Final Merger Consideration 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 Company Shareholders in entering into this AgreementU.S. federal income Tax purposes unless otherwise required by applicable Law.

Liability Limits. Notwithstanding 11.1 Neither ChoicePoint, nor any of its third-party data providers shall be liable to Edentify (or to any person claiming through Edentify to whom Edentify may have provided data received from ChoicePoint) for any loss or injury arising out of or caused in whole or in part by ChoicePoint's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Services. 11.2 The Parties agree that the other Party's aggregate liability for any and all loses or injuries arising out of any act or omission of such Party in connection with anything to the contrary set forth in this Agreement, the KHC Indemnified Parties shall not make a claim against the Company be done or the Company Shareholders for indemnification under this Article VI or for a breach of any representation, warranty or covenant furnished under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess regardless of the Floor. Howevercause of the loss or injury, and regardless of the Floor nature of the legal or equitable right claimed to have been violated, shall never exceed the amounts paid under this Agreement (or pursuant to any SOW) during the prior twelve (12) months; provided, however, that such limitation of liability shall not apply to either Party's indemnification obligation detailed in Section 10 (Indemnification), or any losses breach of the provisions of Section 5 (Intellectual Property), Section 9 (Security) or Section 12 (Confidential Information) hereof, and Edentify covenants and promises that it will not ▇▇▇ ChoicePoint for an amount greater than such sum even if Edentify and/or third parties were advised of the possibility of such damages. 11.3 Neither Party will be liable to the other Party or any third party for any special, exemplary, punitive, indirect, multiple, incidental or consequential damages, including (without limitation) lost profits, arising out of or in connection with this Agreement or a SOW whether based in contract, tort (including, without limitation, negligence) or on any other legal or equitable grounds. 11.4 Access to the ChoicePoint Data may be subject to interruptions caused by data suppliers, communications carriers or other related companies. ChoicePoint will make prompt reasonable efforts to notify Edentify of any significant interruptions to the ChoicePoint Data that may be reasonably anticipated and that are under the control of ChoicePoint. ChoicePoint is not liable for any damages arising out of the following: (a) any claim asserted against the KHC Indemnified Parties by operation, functionality, availability or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy lack thereof of the KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity ChoicePoint Data, actions of its data suppliers, communications carriers or breach of this Agreement. The KHC Indemnified Parties further acknowledge that this agreement establishing an exclusive contractual remedy was a material inducement to Company Shareholders in entering into this Agreement.other related companies

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) The liability of the Companies and the Owners for Purchaser Losses with respect to any claims made pursuant to Section 7.1(b) shall be limited to 50% of such Purchaser Losses; provided, however, that the liability of the Companies and the Owners for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to such limitation. (b) The total aggregate amount of the liability of the Companies and the Owners for Purchaser Losses with respect to 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 Companies and the Owners for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to the Cap Amount. Any funds remaining in this 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 funds that are the subject of asserted but unresolved claims pursuant to the terms of the Escrow Agreement. (c) The Purchaser shall obtain, at its sole expense, an insurance policy in respect of breaches or inaccuracies of the representations and warranties made in Article 3 hereof (such insurance policy, the KHC Indemnified “R&W Insurance Policy”). The Parties shall not make a claim against intend for the Company or R&W Insurance Policy to be the Company Shareholders sole and exclusive remedy in respect of Purchaser Losses for indemnification under this Article VI Section 7.1(b) other than the Indemnification Escrow Fund and that none of the Companies or for a breach the Owners shall have aggregate liability in respect of any representation, warranty or covenant Purchaser Losses under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000Section 7.1(b) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. HoweverCap Amount, in each case, except in the Floor shall not apply to any losses case of Purchaser Losses arising out of fraud or the Surviving Representations. The Purchaser shall use commercially reasonable efforts to ensure that the R&W Insurance Policy expressly provides that insurer thereunder shall have no subrogation rights to pursue any claim against the Companies or the Owners other than with respect to fraud. (d) For purposes of the following: this Article 7, any inaccuracy or breach of any representation or warranty (other than Section 3.6 and clause (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (bSection 3.8) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification shall be determined without regard to the Floor. In no event will the Company and Company Shareholders be required materiality, “material adverse effect” or other similar qualification contained in or otherwise applicable to indemnify KHC Indemnified Parties under this Article VI such representation or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementwarranty.

Liability Limits. (a) Notwithstanding anything to the contrary set forth in this Agreement, with respect to the KHC Specified Matter Indemnified Liabilities: (i) Seller shall be solely liable to the Buyer 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 any representation, warranty or covenant under this Agreement, unless and all Specified Matter Indemnified Liabilities until the aggregate costs amount of such Specified Matter Indemnified Liabilities exceeds $2,500,000, (ii) Seller and damages incurred by the Company shall each be liable for 50% of all KHC Specified Matter Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages Liabilities in excess of $2,500,000 until the Floor. Howeveraggregate amount of Specified Matter Indemnified Liabilities exceeds $9,000,000, and (iii) the Floor Company shall not apply to any losses arising out be solely liable for all Specified Matter Indemnified Liabilities in excess of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; $9,000,000. (b) The amount of any fraud Indemnified Liabilities shall be limited to the amount of such Indemnified Liabilities that remain after deducting therefrom any amounts actually recovered by any Indemnified Party under applicable insurance policies (net of any costs or expenses incurred in the Company Shareholders; collection thereof, including deductibles, and net of applicable premium adjustments). If the Indemnifying Party pays or reimburses (cor causes to be paid or reimbursed) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation amount of Indemnified Liabilities prior to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in recovery by an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted ClaimsIndemnified Party under applicable insurance policies, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party shall reimburse the Indemnifying Party (or cause the Indemnifying Party to be reimbursed) for breach any amounts actually recovered by such Indemnified Party (net of any representationcosts or expenses incurred in the collection thereof, warranty or covenant under this Agreementincluding deductibles, for costs and damages in excess net of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy applicable premium adjustments) promptly following such Indemnified Party’s receipt of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementsuch insurance recovery.

Liability Limits. Notwithstanding anything A. Anything contained in this Lease to the contrary set forth notwithstanding, if Landlord, or any successor in this Agreementinterest, 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 KHC Indemnified Parties shall not make a claim against the Company stockholders or directors of such corporation or on such individual or the Company Shareholders 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 Tenant shall look solely to the equity of the interest of Landlord in the Property for indemnification under this Article VI or for the satisfaction of the remedies of the Tenant in the event of a breach of any representation, warranty or covenant under this Agreement, unless and until by the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out Landlord of any of the following: (a) any claim asserted against the KHC Indemnified Parties terms, covenants and conditions of this Lease to be performed by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation ▇▇▇▇, and no other than property or assets of such Landlord shall be subject to levy, execution or other enforcement procedure for the obligation to pay state sales taxes; or (d) any failure to retain, as satisfaction of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). ▇▇▇▇▇▇'s remedies. B. With respect to the Excepted Claimsany provision of this Lease which provides, the KHC Indemnified Parties may assert a in effect, that Landlord shall not unreasonably withhold or unreasonably delay any consent or any approval, Tenant shall not be entitled to make, nor shall Tenant make, any claim against the Company for, and Tenant hereby waives any claim for consequential money damages by way of setoff, counterclaim or Company Shareholders and seek indemnification without regard to the Floordefense, based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed any consent or approval. In no the event will it is ever found in a court of competent jurisdiction that Landlord acted to withhold or delay consent to willfully damage Tenant and Tenant seeks damages therefore, then the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and parties agree that the foregoing indemnification provisions amount of such damages shall be limited to actual damages. C. Anything contained in this Article 6Lease to the contrary notwithstanding, if Tenant, 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 exclusive remedy 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 KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity covenants or breach conditions of this Agreement. The KHC Indemnified Parties further acknowledge that Lease; and the Landlord shall look solely to the equity of the interest of Tenant in the Property for the satisfaction of the remedies of the Tenant in the event of a breach by the Tenant of any of the terms, covenants and conditions of this agreement establishing an exclusive contractual remedy was a material inducement Lease to Company Shareholders be performed by ▇▇▇▇▇▇, and no other property or assets of such Tenant shall be subject to levy, execution or other enforcement procedure for the satisfaction of Landlord's remedies, except as set forth in entering into this AgreementParagraph 27.C.(2) below.

Liability Limits. 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 any Claim unless such Claim involves ETHZilla Losses or Satschel Losses, as applicable, in this Agreementexcess of $50,000 (the “Deductible”), after which Satschel or ETHZilla, as applicable, shall be obligated for such aggregate ETHZilla Losses or Satschel Losses, as applicable, from the KHC first dollar. 10.6.1 The total aggregate amount of the liability 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) 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 Parties Party (or Satschel) in respect of any such Claim. The Indemnified Party shall not make a claim against the Company use its commercially reasonable efforts to recover under insurance policies or the Company Shareholders indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Article VI or for a breach of any representation, warranty or covenant under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. . 10.6.4 In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or shall any Indemnifying Party be liable to any KHC 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 of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity 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 KHC amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties further acknowledge 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 more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. 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 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 (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 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 establishing an exclusive contractual remedy was Agreement (provided such party’s breach is a material inducement principal cause or principal contributing factor to Company Shareholders in entering into this Agreementsuch party's Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, to the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such loss.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement, the KHC (a) The PRGX Indemnified Parties shall not make a claim against the Company or the Company Shareholders for have no right to indemnification under this Article VI or Sections 7.1(a) and (d) for a breach of any representation, warranty or covenant under this Agreement, PRGX Losses unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties amount of such PRGX Losses exceed one hundred fifty thousand dollars ($150,000) 40,000 (the "Floor"“Company Basket”), in which event the KHC PRGX Indemnified Parties may only claim indemnification for any costs and damages that amount by which the PRGX Losses exceed in excess aggregate the Company Basket; provided, however, that the Surviving Representations of the Floor. However, the Floor Companies and Shareholders shall not apply be 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 the Shareholders for PRGX Losses with respect to any losses 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 following: (aliability 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 claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; such limit. (c) No Party will be entitled to be indemnified with respect to any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation claim to the extent that the matter that is the subject of the claim was taken into account in determining the Final Working Capital Schedule or that was raised and resolved by written agreement of the Parties or though the dispute resolution procedures set forth in Section 2.3. No Party will be obligated to indemnify any other than Party with respect to any claim that relates to or PRGX Losses or Company Losses, as applicable, resulting from the obligation to pay state sales taxes; passing of or change in any legal requirement or any accounting policy, principle or practice after the Closing Date. (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 The PRGX Indemnified Parties may assert a claim against will not be entitled to indemnification under this Article 7 for PRGX Losses caused or aggravated by the Company operation of the Target Business following the Closing Date or Company Shareholders and seek indemnification without regard to caused or aggravated by acts or omissions by the Floor. In PRGX Indemnified Parties or their Affiliates following the Closing Date, in any case, that are unreasonable, grossly negligent or in violation of this Agreement (it being understood that compliance with applicable law shall in no event will the Company and Company Shareholders be deemed to be unreasonable, grossly negligent or in violation of this Agreement). (e) No Party shall be required to indemnify KHC Indemnified the other Parties with respect to any special, punitive, exemplary or consequential damages other than with respect any such damages that are successfully recovered by a third party. (f) The amount of any claim for which indemnification is provided under this Article VI or 7 shall be liable net of any (i) Tax benefits actually available to any KHC an Indemnified Party for with respect to such claim or (ii) amounts actually recovered by an Indemnified Party from third parties, including amounts collected under insurance policies, that reduce the overall impact of such claim. (g) To the extent that any breach of any a representation, warranty warranty, covenant or covenant under this Agreementagreement by the Shareholders, for costs 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 damages provide reasonable assistance (including access to buildings, office, book and records, properties, assets and employees) in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementconnection with such cure.

Liability Limits. Notwithstanding anything to the contrary set forth herein: (a) The liability of the Seller Parties for Purchaser Losses with respect to any claims made pursuant to Section 8.1(a) shall be limited to 50% of such Purchaser Losses; provided, however, that the liability of the Seller Parties for Purchaser Losses arising out of fraud or the Surviving Representations shall not be subject to such limitation. (b) In addition to the limitation set forth in this AgreementSection 8.5(a) above, the KHC total aggregate amount of the liability of the Seller Parties for Purchaser Losses with respect to any claims made pursuant to Section 8.1(a) shall be limited to THREE HUNDRED THOUSAND THREE HUNDRED FIFTY DOLLARS ($300,350) (the “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 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 the Surviving Representations) shall not make a claim against exceed the Company aggregate portion of the Purchase Price actually received by such Seller Party and its Affiliates). (c) Any funds remaining in the Indemnification Escrow Fund on the date that is fifteen (15) months after the Closing Date shall be released to the 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 Purchaser shall obtain an insurance policy in respect of breaches or inaccuracies of the Company Shareholders representations and warranties made in Article II hereof (such insurance policy, the “R&W Insurance Policy”). The Parties intend for the R&W Insurance Policy to be the sole and exclusive remedy in respect of Purchaser Losses for indemnification under this Article VI or for a breach Section 8.1(a) other than the Indemnification Escrow Fund and that the Seller Parties shall not have aggregate liability in respect of any representation, warranty or covenant Purchaser Losses under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000Section 8.1(a) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. HoweverCap Amount, in each case, except in the Floor shall not apply to any losses case of Purchaser Losses arising out of fraud or the Surviving Representations. The Purchaser shall use commercially reasonable efforts to ensure that the R&W Insurance Policy expressly provides that insurer thereunder shall have no subrogation rights to pursue any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard Seller Parties other than with respect to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreementfraud.

Liability Limits. Notwithstanding anything to the contrary set forth in this Agreementherein, the KHC Purchaser Indemnified Parties shall not make a claim against the Company or the Company Shareholders for indemnification under this Article VI or X for a breach of any representation, warranty or covenant under this Agreement, Purchaser Losses unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars amount of such Purchaser Losses exceeds Three Million Dollars ($150,0003,000,0000) (the "Floor"“Purchaser Basket”), in which event the KHC Purchaser Indemnified Parties may only claim indemnification for any costs and damages in excess of Purchaser Losses exceeding the Floor. HoweverPurchaser Basket; provided, however, the Floor Surviving Obligations and the Surviving Representations shall not apply be subject to any losses arising out the Purchaser Basket. The amount of any Purchaser Losses otherwise payable to the Purchaser Indemnified Parties pursuant to this Article X shall be net of the following: (a) any claim asserted against Tax Benefits actually realized by the KHC Indemnified Parties by Purchaser or on behalf the Company directly as a result of Angela Powers; such Purchaser Losses (any such Tax Benefit to be determined after taking into consideration any Tax effect of the indemnification payment made to the Purchaser with respect to such Purchaser Loss), (b) any fraud insurance proceeds actually received by the Purchaser Indemnified Parties under insurance policies maintained by the Company Shareholders; prior to the Closing Date directly resulting from such Purchaser Losses, and (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than insurance proceeds actually received by the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Purchaser Indemnified Parties may assert a claim against under any professional liability insurance policies (whether maintained prior to or on or after the Company or Company Shareholders and seek indemnification without regard Closing Date) directly resulting from such Purchaser Losses. No liability shall attach to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach its Subsidiaries in respect of any representation, warranty claim if such claim would not have arisen but for a change in legislation or covenant under this Agreement, for costs and damages accounting policies made after the Closing Date or a change in excess interpretation of Seven Million Dollars ($7,000,000)the Law as determined by a court or pursuant to an administrative rule-making decision. The Parties acknowledge sole and agree that the foregoing indemnification provisions in this Article 6, exclusive source of funds for satisfaction of all Purchaser Losses shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this AgreementGeneral Escrow Fund.

Liability Limits. Notwithstanding anything (a) For the avoidance of doubt, the above limitations shall not prohibit a Party from seeking specific performance as a remedy in the event such remedy is available pursuant to the contrary set forth in terms of this Agreement, the KHC Indemnified Parties Purchaser Ancillary Documents, or the Sellers Ancillary Documents, as applicable. (b) No Seller shall not make be liable for any breach of any representation and warranty of (and regarding) another Seller or any covenant or agreement of any other Seller under Article 3 (such that each Seller shall only be liable for its own breaches thereof on a claim against several basis); provided, that the 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) Losses shall be reduced to the Company Shareholders for indemnification under extent that the Indemnified Party actually recovers the Loss that is the subject matter of the claims 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, without limitation, any deductible paid and the costs of increased premiums, but excluding the Sellers’ RWI Retention Allocation). (d) Nothing in this Article VI Agreement in any way restricts or for a 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 warranty, covenant or covenant obligation of such indemnifying party under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this Agreement.

Liability Limits. (a) From and after the Effective Time, the Company Stockholders shall have no liability for Losses in excess of the Escrow Shares except for Losses directly or indirectly related to (i) fraud by the Company or the Company Stockholders and (ii) any inaccuracy or misrepresentation in, or breach of, any of the Core Representations (collectively, the “Special Losses”); and the Company Stockholders shall be severally and not jointly liable for all Special Losses up to the Liability Cap. (b) From and after the Effective Time, the Company Stockholders shall have no liability for Losses in excess of the Escrow Shares and the Offset except for Losses directly or indirectly related to fraud by the Company or the Company’s Stockholders. (c) Notwithstanding anything else in this Agreement to the contrary, (i) under no circumstances shall the Company Stockholders be liable for Losses in excess of all Merger Consideration actually received by the Company Stockholders hereunder, excluding the Tax Grant Contingent Payment (the sum of all such Merger Consideration paid by Parent, and in the case of Parent Common Stock, measured using the same OUS Contingent Payment Average Closing Price or PMA Contingent Payment Average Closing Price, as applicable, used in calculating the number of shares of Parent Common Stock then payable under this Agreement, the “Liability Cap”), and (ii) under no circumstances shall any Company Stockholder be required to return any Merger Consideration already paid to such Company Stockholder except for Losses directly or indirectly related to fraud by the Company or the Company’s Stockholders. (d) Notwithstanding anything to the contrary in this Agreement, subject to Section 11.6(b) below, any Losses recoverable hereunder shall be reduced in amount by any Tax benefits and insurance proceeds realized by any Indemnified Party, and Parent and the Indemnified Parties shall, as a condition to receiving any amounts hereunder or otherwise seeking recovery hereunder, use all reasonable efforts to realize such benefits or proceeds. (e) Notwithstanding anything to the contrary in this Agreement, in no event shall the Carve-Out Plan Shares be subject to the obligations set forth in this AgreementArticle XI. (f) After the Effective Time, 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 any representation, warranty or covenant under this Agreement, unless sole and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With exclusive remedy with respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the subject matter of this Agreement or any each Company or Company Shareholders and seek indemnification without regard Related Agreement shall be pursuant to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions set forth in this Article 6XI, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders except as set forth in entering into this AgreementSection 12.13.

Liability Limits. 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 any Claim unless such Claim involves ETHZilla Losses or Karus Losses, as applicable, in this Agreementexcess of $100,000 (the “Deductible”), after which Karus or ETHZilla, as applicable, shall be obligated for such aggregate ETHZilla Losses or Karus Losses, as applicable, from the KHC first dollar. 12.6.1 The total aggregate amount of the liability 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) 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 Parties Party (or Karus) in respect of any such Claim. The Indemnified Party shall not make a claim against the Company use its commercially reasonable efforts to recover under insurance policies or the Company Shareholders indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Article VI or for a breach of any representation, warranty or covenant under this Agreement, unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. . 12.6.4 In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or shall any Indemnifying Party be liable to any KHC 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 of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity 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 KHC amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties further acknowledge 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 more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. 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 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 (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 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 establishing an exclusive contractual remedy was Agreement (provided such party’s breach is a material inducement principal cause or principal contributing factor to Company Shareholders in entering into this Agreementsuch party’s Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, to the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such loss.

Liability Limits. Notwithstanding anything A. Anything contained in this Lease to the contrary set forth notwithstanding, if Lessor, or any successor in this Agreementinterest, 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 KHC Indemnified Parties shall not make a claim against the Company stockholders or directors of such corporation or on such individual or the Company Shareholders 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 indemnification under this Article VI or for the satisfaction of the remedies of the Lessee in the event of a breach of any representation, warranty or covenant under this Agreement, unless and until by the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars ($150,000) (the "Floor"), in which event the KHC Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out Lessor of any of the following: (a) any claim asserted against terms, covenants and conditions of this Lease to be performed by Lessor, and no other property or assets of such Lessor shall be subject to levy, execution or other enforcement procedure for the KHC Indemnified Parties by or on behalf satisfaction of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). ▇▇'s remedies. B. With respect to the Excepted Claimsany provision of this Lease which provides, the KHC Indemnified Parties may assert a in 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 against the Company for, and Lessee hereby waives any claim for money damages by way of setoff, counterclaim or Company Shareholders and seek indemnification without regard to the Floordefense, 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 no the event will 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 Company parties agree that the amount of such damages shall be limited to actual damages, and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to shall not include punitive damages, and in any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million event shall not exceed Three Hundred Thousand Dollars ($7,000,000). The Parties acknowledge and agree that 300,000.00) in the foregoing indemnification provisions aggregate over the life of this Lease. C. Anything contained in this Article 6Lease to the contrary notwithstanding, if Lessee, 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 exclusive remedy 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 KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity covenants or breach conditions of this Agreement. The KHC Indemnified Parties further acknowledge that 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 agreement establishing an exclusive contractual remedy was a material inducement Lease to Company Shareholders in entering into this Agreementbe 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 Lessor's remedies.

Liability Limits. Notwithstanding anything to the contrary set ---------------- forth herein: (a) The amount of Losses required to be paid by any party to indemnify any other party pursuant to this Article VIII as a 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 insurance policies (if any) covering such claim. (b) 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 KHC damages recoverable under such indemnity. ---- (c) No Purchaser Indemnified Parties Party shall not make a claim against the Company or the Company Shareholders for be entitled to indemnification under this Article VI Agreement for any misrepresentation or for a breach of any representation, warranty or nonfulfillment of or failure to perform any covenant under this Agreement, or agreement by Seller unless and until the aggregate costs and damages incurred by all KHC of Seller's indemnification obligations to the Purchaser Indemnified Parties exceed one hundred fifty thousand dollars pursuant to this Agreement exceeds Fifty Thousand Dollars ($150,00050,000) (the "FloorThreshold") but in such event the Purchaser Indemnified Parties shall be 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 subject, however, to a maximum liability of Seller of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate. (d) Except in the case of a claim based on fraud or willful breach of 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 which event this Section 8.03 shall apply to all rights of recovery that the KHC Purchaser Indemnified Parties may claim indemnification for any costs and damages in excess of the Floor. However, the Floor shall not apply to any losses arising out of any of the following: (a) any claim asserted have against the KHC Indemnified Parties by or on behalf of Angela Powers; (b) any fraud by the Company Shareholders; (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or be liable to any KHC Indemnified Party for breach of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and 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 Company Shareholders in entering into this AgreementSeller.

Liability Limits. Notwithstanding anything to (a) The total aggregate amount of the contrary set forth in this Agreement, Liability of the KHC Indemnified Parties applicable Indemnifying Party shall not make a claim against exceed the Company or the Company Shareholders applicable Cap; and no Indemnified Party shall be indemnified by an Indemnifying Party pursuant to ARTICLE X for indemnification under this Article VI or for a breach of any representation, warranty or covenant under this Agreement, Losses unless and until the aggregate costs and damages incurred by all KHC Indemnified Parties exceed one hundred fifty thousand dollars (amount of such Losses exceeds $150,000) 50,000 (the "Floor"“Minimum Claim Amount”), after which the applicable Indemnified Party shall be obligated for such aggregate Losses, including, but not limited to the Minimum Claim Amount, from the first dollar, in which event an amount not to exceed the KHC Indemnified Parties may claim indemnification for any costs and damages in excess applicable Cap. For avoidance of the Floor. Howeverdoubt, the Floor provisions of Section 2.7(b) are in addition to this Section 10.6, i.e., this Section 10.6 shall not apply to limit the provisions of Section 2.7(b) and any losses arising out of any of sums deducted under Section 2.7(b) shall not be counted in the following: (a) any claim asserted against the KHC Indemnified Parties by or on behalf of Angela Powers; Minimum Claim Amount. (b) Payments by an Indemnifying Party pursuant to ARTICLE X in respect of any fraud 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 Company Shareholders; Indemnified Person in respect of any such Claim. The Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (c) any Com▇▇▇▇ ▇▇▇ ▇▇▇▇gation other than the obligation to pay state sales taxes; or (d) any failure to retain, as of Closing, Net Working Capital in an amount less than $3,650,000 (the "Excepted Claims"). With respect to the Excepted Claims, the KHC Indemnified Parties may assert a claim against the Company or Company Shareholders and seek indemnification without regard to the Floor. In no event will the Company and Company Shareholders be required to indemnify KHC Indemnified Parties under this Article VI or shall any Indemnifying Party be liable to any KHC Indemnified Party 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 of any representation, warranty or covenant under this Agreement, for costs and damages in excess of Seven Million Dollars ($7,000,000). The Parties acknowledge and agree that the foregoing indemnification provisions in this Article 6, shall be the exclusive remedy of the KHC Indemnified Parties against the Company and Company Shareholders for contractual indemnity or alleged breach of this Agreement. 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 KHC amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties further acknowledge provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Person (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to such insurance Claims) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the 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 promptly pay to or at the direction of the Indemnifying Party the amount of such insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, in the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Person shall be 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 unreasonable do so. (e) No Indemnified Person shall be entitled to indemnification hereunder for any loss in respect of any Claim to the extent that (i) such loss would not have arisen but for the enactment of any legislation not in effect on the Closing Date or any change of any Law or administrative practice of any Governmental Authority after the Closing Date or any change in any generally accepted accounting principles after the Closing Date, including in each case any legislation or change which takes effect retrospectively, (ii) such loss has arisen as a result of any act or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, practices or methodologies) and to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this agreement establishing an exclusive contractual remedy was Agreement or the other Transaction Documents (in each case provided such party’s breach is a material inducement principal cause or principal contributing factor to Company Shareholders in entering into this Agreementsuch party’s Losses related thereto), and (iii) such loss is offset by a corresponding gain accruing after the Closing Date, directly or indirectly, to the benefit of the party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise to such loss.