Common use of Liability Limits Clause in Contracts

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I and Stagecoach Energy shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), unless and until the aggregate amount of such Losses exceeds $2,000,000, in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I Notwithstanding anything to the contrary in this Agreement, the AT&T Parties and Stagecoach Energy the AT&T Newcos, collectively, shall not be obligated have no obligation to indemnify the Purchaser Indemnitees for Losses arising (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $40,000 (each, a “De Minimis Claim”) under Sections 11.2(a)(iSection 11.1(a)(i) or 11.2(a)(ivSection 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Losses Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $2,000,00042,000,000 (the “Representations and Warranties Deductible”), in after which event Stagecoach I the AT&T Parties and Stagecoach Energy the AT&T Newcos, collectively, shall only be required to indemnify the Purchaser Indemnitees only Acquiror Indemnified Parties for Losses all such Claims (excluding amounts associated with De Minimis Claims) in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. Representations and Warranties Deductible and (biii) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising any Claims under Sections 11.2(b)(iSection 11.1(a)(v) or 11.2(b)(iv), unless and until the aggregate amount of such Losses Claims exceeds an amount equal to $10,0008,400,000 (the “Pre-Closing Claims Deductible”), in after which event Stagecoach II the AT&T Parties and the AT&T Newcos, collectively, shall only be required to indemnify the Purchaser Indemnitees only Acquiror Indemnified Parties for Losses all such Claims in excess of such amount; providedthe Pre-Closing Claims Deductible. In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), howevertaken together, that for more than $242,500,000 in the foregoing limitation aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any AT&T Indemnified Party with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. (ci) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising any De Minimis Claim under Section 11.3(a), 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Seller Losses Claims (excluding amounts associated with De Minimis Claims) exceeds $2,000,000the Representations and Warranties Deductible, in after which event Acquiror and the Purchasers Tower Operator, collectively, shall only be required to indemnify the Seller Indemnitees only AT&T Indemnified Parties for Seller Losses all such Claims (excluding amounts associated with De Minimis Claims) in excess of such amount; providedthe Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the AT&T Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), howevertaken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim and provided that the foregoing limitation shall not apply with respect to Losses that arise out limit recovery for diminution in value of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5an asset as a result of a breach. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I Notwithstanding anything to the contrary in this Agreement, the Verizon Parties and Stagecoach Energy the Verizon Lessors, collectively, shall not be obligated have no obligation to indemnify the Purchaser Indemnitees for Losses arising (including any obligation to make any payments to) any Acquiror Indemnified Party with respect to (i) any single Claim less than $50,560.00 (each, a “De Minimis Claim”) under Sections 11.2(a)(iSection 11.1(a)(i) or 11.2(a)(ivSection 11.1(b)(i), (ii) any Claims under Section 11.1(a)(i) or Section 11.1(b)(i) unless and until the aggregate amount of such Losses Claims (excluding amounts associated with De Minimis Claims) exceeds an amount equal to $2,000,00050,560,000.00 (the “Representations and Warranties Deductible”), in after which event Stagecoach I the Verizon Parties and Stagecoach Energy the Verizon Lessors, collectively, shall only be required to indemnify the Purchaser Indemnitees only Acquiror Indemnified Parties for Losses all such Claims (excluding amounts associated with De Minimis Claims) in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. Representations and Warranties Deductible and (biii) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising any Claims under Sections 11.2(b)(iSection 11.1(a)(iii) or 11.2(b)(iv), unless and until the aggregate amount of such Losses Claims exceeds an amount equal to $10,00010,112,000.00 (the “Pre-Closing Claims Deductible”), in after which event Stagecoach II the Verizon Parties and the Verizon Lessors, collectively, shall only be required to indemnify the Purchaser Indemnitees only Acquiror Indemnified Parties for Losses all such Claims in excess of such amount; providedthe Pre-Closing Claims Deductible. In no event shall the Verizon Parties or the Verizon Lessors be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), howevertaken together, that for more than $252,800,000.00 in the foregoing limitation aggregate (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (b) Notwithstanding anything to the contrary in this Agreement, Acquiror and the Tower Operator, collectively, shall have no obligation to indemnify (including any obligation to make any payments to) any Verizon Indemnified Party with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. (ci) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising any De Minimis Claim under Section 11.3(a), 11.2(a)(i) or Section 11.2(b)(i) and (ii) any Claims under Section 11.2(a)(i) or Section 11.2(b)(i) unless and until the aggregate amount of such Seller Losses Claims (excluding amounts associated with De Minimis Claims) exceeds $2,000,000the Representations and Warranties Deductible, in after which event Acquiror and the Purchasers Tower Operator, collectively, shall only be required to indemnify the Seller Indemnitees only Verizon Indemnified Parties for Seller Losses all such Claims (excluding amounts associated with De Minimis Claims) in excess of such amount; providedthe Representations and Warranties Deductible. In no event shall Acquiror or the Tower Operator be required to indemnify the Verizon Indemnified Parties under Section 11.2(a)(i) or Section 11.2(b)(i), howevertaken together, for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article 11, in no event shall an Indemnifying Party have liability to any Indemnified Party for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in each case except as actually paid to a claimant in a Third Party Claim, provided that the foregoing limitation shall not apply with respect to Losses that arise out limit recovery for diminution in value of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5an asset as a result of a breach. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I and Stagecoach Energy Notwithstanding anything to the contrary set forth herein, Purchaser Indemnified Parties shall not be obligated to indemnify the Purchaser Indemnitees make a claim against Sellers for Losses arising indemnification under Sections 11.2(a)(iSection 11.1(b) or 11.2(a)(iv), unless and until the aggregate amount of such all Losses pursuant to Section 11.1(b) exceeds an amount equal to One Million Two Hundred Thousand Dollars ($2,000,0001,200,000) (the “Purchaser Basket”), in which event Stagecoach I and Stagecoach Energy shall indemnify Purchaser Indemnified Parties may claim indemnification for all Purchaser Losses, including the Purchaser Indemnitees only for Losses in excess of such amountinitial One Million Two Hundred Thousand Dollars ($1,200,000) (subject to the other limitations herein); provided, however, that the foregoing limitation Fundamental Representations shall not apply be subject to and shall not count towards the Purchaser Basket. The total aggregate amount of the liability of Sellers for Losses with respect to any claims made pursuant to Section 11.1(b) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the “Purchaser Cap”); provided, however, that the total aggregate amount of the liability of Seller for Losses that arise arising out of intentional fraud or relate a breach of any of the Fundamental Representations shall not be subject to any such limits. Notwithstanding anything to the representations or warranties made in Sections 3.1contrary set forth herein, 3.2the total aggregate amount of the liability of Sellers under this Agreement and the transactions contemplated hereby (but, 3.3for the avoidance of doubt, 5.1excluding the Transition Services Agreement, 5.2, 5.3, 5.10, 5.25 or 5.27the MasterCard Services Agreement and the Money Transfer Services Agreement) shall be limited to the Purchase Price. (b) Stagecoach II Notwithstanding anything to the contrary set forth herein, Seller Indemnified Parties shall not be obligated to indemnify the make a claim against Purchaser Indemnitees for Losses arising indemnification under Sections 11.2(b)(iSection 11.2(c) or 11.2(b)(iv), unless and until the aggregate amount of such all Losses pursuant to Section 11.2(c) exceeds an amount equal to One Million Two Hundred Thousand Dollars ($10,0001,200,000) (the “Seller Basket”), in which event Stagecoach II shall indemnify Seller Indemnified Parties may claim indemnification for all Seller Losses, including the Purchaser Indemnitees only for Losses in excess of such amountinitial One Million Two Hundred Thousand Dollars ($1,200,000) (subject to the other limitations herein); provided, however, that the foregoing limitation Fundamental Representations shall not apply be subject to and shall not count towards the Seller Basket. The total aggregate amount of the liability of Purchaser for Losses with respect to Losses that arise out of or relate any claims made pursuant to Section 11.2(c) shall be limited to Thirty Million Two Hundred Fifty Thousand Dollars ($30,250,000) (the representations or warranties made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the “Seller Indemnitees for Seller Losses arising under Section 11.3(aCap”), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation total aggregate amount of the liability of Purchaser for Losses arising out of intentional fraud or a breach of any of the Fundamental Representations shall not apply with respect be subject to Losses that arise out of or relate any such limits. Notwithstanding anything to the representations or warranties in Sections 6.1contrary set forth herein, 6.2 or 6.5. the total aggregate amount of the liability of Purchaser under this Agreement and the transactions contemplated hereby (dbut, for the avoidance of doubt, excluding the Transition Services Agreement, the MasterCard Services Agreement and the Money Transfer Services Agreement) The indemnity obligations after the payment of Stagecoach I and Stagecoach Energy pursuant the Purchase Price to Section 11.2(a)(i) Seller shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e)Purchase Price. (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as followscontrary set forth herein: (a) Stagecoach I Except for Losses based on fraud or Losses arising under Sections 9.01(a)(ii) or 9.01(a)(iii) or any breach of the representations and Stagecoach Energy warranties in the Transition Services Agreement or failure to perform under the terms of the Transition Services Agreement (with respect to which there will be no limitation), Sellers' indemnification obligations hereunder shall be limited, in the aggregate, to the Escrowed Amount. (b) Except for Losses based on fraud or Losses arising under Sections 9.01(b)(ii), 9.01(b)(iii), 9.01(b)(iv) or 9.01(b)(v) or any breach of the representations and warranties in the Warrant or failure to perform under the terms of the Warrant (with respect to which there will be no limitation), Purchasers' and Parent's indemnification obligations hereunder shall be limited, in the aggregate, to $600,000.00. (c) Except for Losses based on fraud, the indemnification provisions of this Article IX are the sole and exclusive remedy of any Purchaser Indemnified Party for breach of any of Sellers' representations or warranties contained herein. (d) Except for Losses based on fraud, the indemnification provisions of this Article IX are the sole and exclusive remedy of any Seller Indemnified Party for breach of any of Parent or Purchasers' representations or warranties contained herein. (e) Sellers shall not be obligated liable to indemnify the Purchaser Indemnitees Indemnified Parties for Losses arising under Sections 11.2(a)(i) or 11.2(a)(ivSection 9.01(a)(i), unless and until the aggregate amount of such Losses exceeds exceed $2,000,00060,000, in which event Stagecoach I and Stagecoach Energy then Sellers shall indemnify be liable for all such Losses, not just the Purchaser Indemnitees only for Losses amount in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27$60,000. (bf) Stagecoach II Purchasers and Parent shall not be obligated liable to indemnify the Purchaser Indemnitees Seller Indemnified Parties for Losses arising under Sections 11.2(b)(i) or 11.2(b)(ivSection 9.01(b)(i), unless and until the aggregate amount of such Losses exceeds exceed $10,00060,000, in which event Stagecoach II and then Purchasers and Parent shall indemnify be liable for all such Losses, not just the Purchaser Indemnitees only for Losses amount in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g)60,000. (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) All claims for Losses hereunder shall be limited in made net of any insurance proceeds actually recovered by the aggregate party claiming such indemnification; provided, that, such party shall only be obligated to $15,000,000use commercially reasonable efforts to pursue any such insurance proceeds. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(aIn no event shall any party be liable under this Article IX for special, indirect, consequential (including lost profits) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5punitive damages.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I Notwithstanding anything to the contrary in this Agreement, the T-Mobile Parties and Stagecoach Energy the T-Mobile SPEs, collectively, shall not be obligated have no obligation to indemnify the Purchaser Indemnitees for Losses arising (including any obligation to make any payments to) any Crown Indemnified Party with respect to (i) any single Claim less than $25,000 (each, a “De Minimis Claim”) under Sections 11.2(a)(iSection 12.1(a)(i) or 11.2(a)(ivSection 12.1(b)(i), (ii) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Losses Claims exceeds an amount equal to $2,000,00025,000,000 (the “Representations and Warranties Deductible”), in after which event Stagecoach I the T-Mobile Parties and Stagecoach Energy the T-Mobile SPEs, collectively, shall indemnify the Purchaser Indemnitees only be liable for Losses all such Claims in excess of such amount; providedthe Representations and Warranties Deductible, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (biii) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising any Claims under Sections 11.2(b)(iSection 12.1(a)(v) or 11.2(b)(iv), unless and until the aggregate amount of such Losses Claims exceeds $10,0005,000,000 (the “Pre-Closing Liabilities Deductible”), in after which event Stagecoach II the T-Mobile Parties and the T-Mobile SPEs, collectively, shall indemnify the Purchaser Indemnitees only be liable for Losses all such Claims in excess of such amountthe Pre-Closing Liabilities Deductible, and (iv) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification (x) that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties made in Sections 4.1 (y) due to fraud, by or 4.2. (c) The Purchasers on behalf of the Indemnifying Party, shall not be obligated subject to the limitations set forth in this sentence of Section 12.5. (b) Notwithstanding anything to the contrary in this Agreement, Crown and the Tower Operator, collectively, shall have no obligation to indemnify the Seller Indemnitees for Seller Losses arising (including any obligation to make any payments to) any T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.3(a12.2(a)(i) or Section 12.2(b)(i), (ii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Seller Losses Claims exceeds $2,000,000the Representations and Warranties Deductible, in after which event Crown and the Purchasers Tower Operator, collectively, shall indemnify the Seller Indemnitees only be liable for Seller Losses all such Claims in excess of such amountthe Representations and Warranties Deductible and (iii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification (x) that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties in Sections 6.1(y) due to fraud, 6.2 by or 6.5. (d) The indemnity obligations on behalf of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; providedIndemnifying Party, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate be subject to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as limitations set forth in this sentence of Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.12.5 SECTION 12.6

Liability Limits. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, each Party’s obligation to indemnify, defend and hold any recovery by an Indemnified Party pursuant to this Article XI harmless shall be limited as follows: (a) Stagecoach I and Stagecoach Energy No amounts of indemnity shall not be obligated payable pursuant to indemnify Section 11.1 unless the Purchaser Indemnitees for Losses amount of Loss suffered by Buyer Indemnified Party related to each individual claim exceeds €139,000 (unless the single occurrence giving rise to Seller’s liability is part of a series of occurrences of the same kind arising under Sections 11.2(a)(i) or 11.2(a)(ivout of the same set of facts), and then, subject to the other limitations of this Agreement, to the full extent of such claim; (b) No amounts of indemnity shall be payable pursuant to Section 11.1 unless and until until, after taking into account the aggregate amount other limitations of such this Section 11.5, Buyer Indemnified Parties shall have suffered indemnifiable Losses exceeds $2,000,000in excess of €300,000 in the aggregate, in which event Stagecoach I and Stagecoach Energy case Buyer Indemnified Parties shall indemnify the Purchaser Indemnitees be entitled to recover only for such Losses in excess of such amount; (c) In no event shall the aggregate amount of indemnity required to be paid by Seller to all Buyer Indemnified Parties exceed an amount equal to fifteen percent (15%) of the Purchase Price as adjusted pursuant to Section 3.2; (d) The limitation amounts set forth in Sections 11.5(a), 11.5(b) and 11.5(c) shall not apply to (i) claims for Losses incurred by Buyer Indemnified Parties resulting from any fraud or willful misconduct of Seller in connection with this Agreement or the Seller Ancillary Documents, or (ii) any claims for indemnification relating to an Excluded Liability; (e) For purposes of computing the aggregate amount of claims against 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 11.1 shall be limited to, the amount of Losses that remain after deducting therefrom (A) the amount, if any, of any accrued liability or reserve on the Financial Statements and specifically identified to such Loss or category of such Loss, (B) the amount of any accrued liability or reserve included in the calculation of the Net Working Capital and specifically identified to such Loss or category of such Loss (excluding any amounts considered under clause (A) (C) any third party insurance proceeds paid directly by a third party to Buyer or paid by Seller to Buyer following receipt of such proceeds from a third party and any indemnity, contributions or other similar payment payable by any third party with respect thereto, in each case only with respect to insurance policies in existence prior to the Closing and applicable to the Transferred Assets and (D) any net Tax benefit actually recognized by a Buyer Indemnified Party or any Affiliate thereof with respect to the Losses or items giving rise to such claim for indemnification; and (f) In any claim for indemnification under this Agreement, no Indemnifying Party shall be required to indemnify any Indemnified Party for indirect, punitive, special, or consequential damages, nor for any loss of profit or revenue, any multiple of reduced cash flow, loss of tenants, lenders, investors or buyers incurred by such Indemnified Party; provided, however, that any of the foregoing limitation damages shall not apply with respect to Losses that arise out of or relate be indemnifiable to the representations or warranties made in Sections 3.1extent, 3.2and only to the extent, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Stagecoach II shall not be an Indemnified Party is obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount pay any such damages as a result of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under a third party claim covered by Section 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I Notwithstanding anything to the contrary in this Agreement, the T‑Mobile Parties and Stagecoach Energy the T‑Mobile SPEs, collectively, shall not be obligated have no obligation to indemnify the Purchaser Indemnitees for Losses arising (including any obligation to make any payments to) any Crown Indemnified Party with respect to (i) any single Claim less than $25,000 (each, a “De Minimis Claim”) under Sections 11.2(a)(iSection 12.1(a)(i) or 11.2(a)(ivSection 12.1(b)(i), (ii) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Losses Claims exceeds an amount equal to $2,000,00025,000,000 (the “Representations and Warranties Deductible”), in after which event Stagecoach I the T-Mobile Parties and Stagecoach Energy the T-Mobile SPEs, collectively, shall indemnify the Purchaser Indemnitees only be liable for Losses all such Claims in excess of such amount; providedthe Representations and Warranties Deductible, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (biii) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising any Claims under Sections 11.2(b)(iSection 12.1(a)(v) or 11.2(b)(iv), unless and until the aggregate amount of such Losses Claims exceeds $10,0005,000,000 (the “Pre-Closing Liabilities Deductible”), in after which event Stagecoach II the T-Mobile Parties and the T-Mobile SPEs, collectively, shall indemnify the Purchaser Indemnitees only be liable for Losses all such Claims in excess of such amountthe Pre-Closing Liabilities Deductible, and (iv) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification (x) that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties made (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in Sections 4.1 or 4.2this sentence of Section 12.5. (cb) The Purchasers Notwithstanding anything to the contrary in this Agreement, Crown and the Tower Operator, collectively, shall not be obligated have no obligation to indemnify the Seller Indemnitees for Seller Losses arising (including any obligation to make any payments to) any T‑Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.3(a12.2(a)(i) or Section 12.2(b)(i), (ii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Seller Losses Claims exceeds $2,000,000the Representations and Warranties Deductible, in after which event Crown and the Purchasers Tower Operator, collectively, shall indemnify the Seller Indemnitees only be liable for Seller Losses all such Claims in excess of such amountthe Representations and Warranties Deductible and (iii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification (x) that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties in Sections 6.1(y) due to fraud, 6.2 by or 6.5. (d) The indemnity obligations on behalf of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; providedIndemnifying Party, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate be subject to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as limitations set forth in this sentence of Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.12.5

Liability Limits. Notwithstanding anything herein to the contrarycontrary in this Agreement, the Cumulus Parties, collectively, shall have no obligation to indemnify (including any recovery by an obligation to make any payments to) any Buyer Indemnified Party pursuant with respect to this Article XI shall be limited as follows: (a) Stagecoach I any single Claim or group of related Claims arising out of the same or similar facts and Stagecoach Energy shall not be obligated to indemnify the Purchaser Indemnitees for circumstances that result in Losses arising of less than $40,000 (each, a “De Minimis Claim”) under Sections 11.2(a)(i) or 11.2(a)(ivSection 11.1(a)(i), but solely in respect of representations and warranties that are not qualified by materiality or words of similar import, (b) any Claims under Section 11.1(a)(i) (including De Minimis Claims) unless and until the aggregate amount of such Claims result in Losses exceeds $2,000,000in an amount equal to one percent (1.0%) of the sum of (i) the Closing Initial Consideration, in and (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, the “Representations and Warranties Deductible”), after which event Stagecoach I and Stagecoach Energy the Cumulus Parties collectively, shall indemnify the Purchaser Indemnitees only be liable for all Losses in excess of such amountthe Representations and Warranties Deductible, and (c) any Claims under Section 11.1(a)(i) resulting in excess of in an aggregate cumulative amount in excess of an amount equal to ten percent (10%) of the sum of (i) the Closing Initial Consideration, and (ii) any Subsequent Closing Consideration actually paid to Seller (collectively, the “Cap”); provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties made in Sections 3.1of Section 5.11 or due to Fraud, 3.2by or on behalf of the Indemnifying Party, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Stagecoach II shall not be obligated subject to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until limitations set forth in this sentence of Section 11.5. Notwithstanding the aggregate amount of such Losses exceeds $10,000foregoing, in which no event Stagecoach II shall indemnify the Purchaser Indemnitees only Cumulus Parties, collectively, be liable for any Losses under this Agreement (including pursuant to this Article 11) in excess of such amount; providedthe sum of (x) the Closing Initial Consideration, however, that the foregoing limitation shall not apply with respect and (y) any Subsequent Closing Consideration actually paid to Losses that arise out of or relate to the representations or warranties Seller. If any Claim may be made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising both under Section 11.3(a11.1(a)(i) and under Section 11.1(a)(v), unless and until solely for the aggregate amount purposes of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to this Section 11.2(a)(i) 11.5 it shall be limited in the aggregate deemed to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in made only under Section 11.5(e11.1(a)(v). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. (a) Notwithstanding anything herein to the contrarycontrary in this Agreement (except Section 9.5(d)), SM shall have no obligation to indemnify (including any recovery by an obligation to make any payments to) any Buyer Indemnified Party pursuant to this Article XI shall be limited as followswith respect to: (ai) Stagecoach I and Stagecoach Energy shall not be obligated to indemnify any single or series of related or similar Claim less than 0.015% of the Purchaser Indemnitees for Losses arising Consideration Base Amount (each, a “De Minimis Claim”) under Sections 11.2(a)(iSection 9.1(a)(i); (ii) or 11.2(a)(iv), any Claims under Section 9.1(a)(i) unless and until the aggregate amount of such Losses Claims (excluding amounts associated with De Minimis Claims) exceeds $2,000,000an amount equal to 1.0% of the Consideration Base Amount (the “Representations and Warranties Threshold”), in after which event Stagecoach I and Stagecoach Energy SM shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Stagecoach II shall not be obligated required to indemnify the Purchaser Indemnitees Buyer Indemnified Parties for Losses arising all such Claims from the first dollar (excluding amounts associated with De Minimis Claims) and, in no event, shall SM be required to indemnify the Buyer Indemnified Parties under Section 9.1(a)(i) for more than 3.0% of the Consideration Base Amount in the aggregate (the “Cap”); (iii) any Claims under Sections 11.2(b)(i9.1(a)(iii) or 11.2(b)(iv), and 9.1(a)(iv) unless and until the aggregate amount of such Losses Claims exceeds $10,000an amount equal to 1.0% of the Consideration Base Amount (the “Pre-Closing Claims Deductible”), in after which event Stagecoach II SM shall only be required to indemnify the Purchaser Indemnitees only Buyer Indemnified Parties for Losses all such Claims in excess of the Pre-Closing Claims Deductible; and (iv) any Claims relating to a specific Portfolio Site in excess of fifty percent (50.0%) of the Allocated Site Consideration for such amountPortfolio Site; provided, however, that that, the foregoing limitation limitations set forth in this Section 9.5(a) shall not apply with respect to Losses that arise any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or relate due to fraud, by or on behalf of the representations or warranties made in Sections 4.1 or 4.2Indemnifying Party. (cb) The Purchasers Notwithstanding anything to the contrary in this Agreement, Buyer shall not be obligated have no obligation to indemnify the Seller Indemnitees for Seller Losses arising (including any obligation to make any payments to) any SM Indemnified Party with respect to: (i) any De Minimis Claim under Section 11.3(a9.2(a)(i), ; and (ii) any Claims under Section 9.2(a)(i) unless and until the aggregate amount of such Seller Losses Claims (excluding amounts associated with De Minimis Claims) exceeds $2,000,000the Representations and Warranties Threshold, after which Buyer shall be required to indemnify the SM Indemnified Parties for all such Claims (excluding amounts associated with De Minimis Claims). In no event shall Buyer be required to indemnify the SM Indemnified Parties under Section 9.2(a)(i) for more than the Cap in the aggregate. Notwithstanding the foregoing, the limitations set forth in this Section 9.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party. (c) Notwithstanding anything to the contrary in this Article IX, in which no event the Purchasers shall indemnify the Seller Indemnitees only an Indemnifying Party have liability to any Indemnified Party for Seller Losses any consequential, special, incidental, indirect or punitive damages, lost profits or similar items, in excess of such amount; each case except as actually paid to a claimant in a Third Party Claim, provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out limit recovery for diminution in value of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5an asset as a result of a breach. (d) The indemnity obligations of Stagecoach I Sections 9.5(a), (b), and Stagecoach Energy pursuant to Section 11.2(a)(i(c) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e)Claims for Taxes. (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, any recovery by an the obligation to indemnify, defend and hold the Buyer Indemnified Party pursuant to this Article XI shall Parties harmless will be limited as follows: (a) Stagecoach I and Stagecoach Energy shall not no amounts of indemnity will be obligated payable pursuant to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), Section 10.01 unless and until the aggregate amount of such Losses exceeds $2,000,000, in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only for Buyer Indemnified Parties will have suffered Buyer Losses in excess of such amount$3,000,000 (the “Deductible”) in the aggregate, in which case, indemnification shall, subject to the other limitations set forth in this Agreement (including Section 10.05(b) below), be available for Buyer Losses in excess of the Deductible; provided, howeverthat, that notwithstanding the foregoing limitation shall not apply foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.01(a)(i) with respect to Losses that arise out of the Fundamental Representations, or relate (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in each case, will not be subject to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27.Deductible; (b) Stagecoach II shall not no amounts of indemnity will be obligated payable pursuant to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), Section 10.01 unless and until the aggregate amount of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Buyer Indemnified Parties will have suffered Buyer Losses in excess of such amount$1,500,000 (the “Threshold Amount”) in the aggregate in excess of the Deductible, in which case the Buyer Indemnified Parties will be entitled to recover the full amount of Buyer Losses in excess of the Deductible from the first dollar; provided, howeverthat, that notwithstanding the foregoing limitation shall not apply foregoing, amounts of indemnity for Buyer Losses (i) pursuant to Section 10.01(a)(i) with respect to Losses that arise out of the Fundamental Representations, or relate (ii) pursuant to Section 10.01(a)(ii), 10.01(a)(iii) and 10.01(a)(iv), in each case, will not be subject to the representations or warranties made in Sections 4.1 or 4.2.Threshold Amount; (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until in no event will the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect indemnity required to Losses that arise out of or relate be paid to the representations or warranties in Sections 6.1, 6.2 or 6.5.Buyer Indemnified Parties pursuant to this Agreement exceed the Indemnity Escrow Amount; (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate notwithstanding anything set forth herein to the representations or warranties contrary, (i) any indemnification obligation of the Equityholders under this Agreement will be satisfied solely from the Indemnity Escrow Funds and (ii) if the Indemnity Escrow Funds are insufficient to satisfy the Buyer Losses and the Buyer Indemnified Parties do not have recourse therefor under the R&W Insurance Policy, then the Buyer Losses in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e).question will remain unsatisfied; (e) Except as set forth in Section 11.5(d)for purposes of computing the aggregate amount of indemnifiable claims (i) the amount of each claim for Buyer Losses by a Buyer Indemnified Party will be deemed to be an amount equal to, and any payments from the indemnity obligations of Stagecoach I and Stagecoach Energy Indemnity Escrow Funds pursuant to Section 11.2(a) shall 10.01 will be limited to, the amount of such Buyer Losses and (ii) against Buyer, the amount of each claim for Equityholder Losses by an Equityholder Indemnified Party will be deemed to be an amount equal to, and any payments by Buyer pursuant to Section 10.02 will be limited to, the amount of such Equityholder Losses, in each of clause (i) and (ii), that remain after deducting therefrom (x) any third party insurance proceeds actually received (net of any deductible or related expenses in pursuing such insurance proceeds), and any indemnity, contributions or other similar payment actually received from any third party with respect thereto, and (y) any net cash Tax benefit actually realized in the aggregate taxable year of the indemnification payment or any prior taxable year by a Buyer Indemnified Party or any Affiliate thereof with respect to $125,000,000.the Buyer Losses or items giving rise to such claim for indemnification; (f) The the amount of indemnity obligations of Stagecoach II payable pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply 10.01 with respect to Losses that arise out of or relate any Buyer Loss will be reduced to the representations or warranties extent such Buyer Loss is included in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g).the calculation of Closing Merger Consideration; (g) Except as set forth in Section 11.5(f)any claim for indemnification under this Agreement, no party will be required to indemnify any Person for punitive, special, or exemplary damages, except to the indemnity obligations extent for amounts paid to a third party where any of Stagecoach II the foregoing are awarded pursuant to Section 11.2(b) shall be limited in the aggregate a Third Party Claim that is subject to $15,000,000.indemnification hereunder; (h) The indemnity obligations any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this ARTICLE X will be required to use commercially reasonable efforts to mitigate such Loss including taking any actions reasonably requested by the Purchasers pursuant Indemnifying Party and an Indemnifying Party will not be liable for any Loss to Section 11.3(a) shall be limited in the aggregate extent that it is attributable to $25,500,000the Indemnified Party’s failure to mitigate; provided, howeverthat an Indemnified Party’s obligation to mitigate any Loss will not include any obligation or requirement that (i) such Indemnified Party or any of his or its Affiliates assume or incur any material liability or (ii) would reasonably be expected to materially disrupt, that or otherwise materially affect the foregoing limitation shall not apply business or operations of such Indemnified Party or any of his or its Affiliates; (i) in any case where a Buyer Indemnified Party recovers from any third party any net amount (or receives any net cash Tax benefit as described in Section 10.05(e)(y)) in respect of a matter with respect to Losses that arise out of or relate which the Equityholders have indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party will promptly pay over to the representations Representative (on behalf of the Equityholders) the amount so recovered (or warranties the amount of such net cash Tax benefit received, as applicable); (j) in Sections 6.1no event shall any Buyer Indemnified Party have any right to indemnification under this Section 10.05 to the extent that the applicable Losses are attributable to Taxes (i) arising in any taxable period (or portion thereof) beginning after the Closing Date (“Post-Closing Tax Period”), 6.2 (ii) incurred as a result of any transaction outside the ordinary course of business occurring on the Closing Date after the Closing (and for this purpose, the time of Closing shall be determined without regard to the final sentence of Section 2.01), (iii) arising due to the unavailability in any Post-Closing Tax Period of any net operating losses, credits or 6.5other Tax attributes from a taxable period (or portion thereof) ending on or before the Closing Date, (iv) that were included in the calculation of Closing Merger Consideration or (v) that are attributable to the manner in which Buyer finances the Transactions; and (k) any indemnity payment under this Agreement pursuant to this ARTICLE X will be treated as an adjustment to the Purchase Price for U.S. federal income tax purposes. Nothing in this Agreement will limit the liability of a party to another party for fraud.

Liability Limits. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, any recovery by an the obligation to indemnify, defend and hold a Parent Indemnified Party pursuant to this Article XI harmless shall be limited as follows: (a) Stagecoach I and Stagecoach Energy other than with respect to Fraud or breaches of Fundamental Representations or claims relating to Pre-Closing Taxes, in no event shall not the Company Indemnifying Parties be obligated liable to indemnify the Purchaser Indemnitees Parent Indemnified Parties for Losses arising indemnification under Sections 11.2(a)(iSection 5.01(a) or 11.2(a)(iv), unless and (i) until the aggregate amount of such all Losses in respect of indemnification under Section 5.01(a) exceeds $2,000,000[***] (the “Basket”), in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees Company Indemnifying Parties shall, subject to the other provisions of this Section 5.06, only be liable for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out Basket or (ii) in excess of or relate to $[***] (the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27.“Cap”); (b) Stagecoach II in no event shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify indemnity required to be paid to the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply Parent Indemnified Parties with respect to Losses that arise out breaches of any representation or relate to warranty of the representations Company involving Fraud or warranties for claims made in Sections 4.1 under Section 5.01(c), Section 5.01(d), Section 5.01(e) or 4.2.Section 5.01(h) exceed the lesser of (i) such Company Indemnifying Party’s pro rata portion of the Base Consideration and (ii) the aggregate Final Merger Consideration actually received by such Company Indemnifying Party; (c) The Purchasers in no event shall not the amount of indemnity required to be obligated paid to indemnify the Seller Indemnitees Parent Indemnified Parties by any Company Indemnifying Party with respect to any claim exceed such Company Indemnifying Party’s pro rata portion of such claim, determined, with respect to each such Company Indemnifying Party, by multiplying (i) the total amount of the claim by (ii) a fraction, the numerator of which is the aggregate Final Merger Consideration actually received by such Company Indemnifying Party and the denominator of which is the aggregate Final Merger Consideration actually received by all Company Indemnifying Parties: (d) in no event shall a Company Indemnifying Party be responsible for, or be required to make any payment with respect to, any breach of any representation or warranty by another Company Indemnifying Party relating to ownership of, or Liens upon, or similar representations or warranties, with respect to the securities of the Company owned by such other Company Indemnifying Party; (e) for Seller purposes of determining the amount of any Losses arising under with respect to a breach or inaccuracy of a representation or warranty by the Company for purposes of Section 11.3(a5.01 (other than a breach or inaccuracy of Section 2.26), unless such representations and until 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 aggregate amount of indemnifiable claims for Parent Losses, the amount of each claim for Parent Losses by a Parent Indemnified Party shall be deemed to be an amount equal to, and any payments to such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Parent Indemnified Party under Section 11.2(a)(i) 5.01 shall be limited in to, the aggregate to $25,500,000; providedamount of such Parent Losses that remain after deducting therefrom any third party insurance proceeds and any indemnity, however, that the foregoing limitation shall not apply contributions or other similar payment actually recovered from any third party with respect thereto (net of any costs related to Losses that arise out recover of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(esuch amounts). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g).and (g) Except as set forth in Section 11.5(f), the any indemnity obligations of Stagecoach II pursuant to Section 11.2(b) payment under this Agreement shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate treated as an adjustment to the representations or warranties in Sections 6.1, 6.2 or 6.5Final Merger Consideration for U.S. federal income Tax purposes unless otherwise required by applicable Law.

Liability Limits. (a) Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, Seller’s obligation to indemnify, defend and hold harmless any recovery by an Buyer Indemnified Party pursuant to this Article XI from Liability shall be limited limited, in the aggregate, as follows: (ai) Stagecoach I With respect to Liability due to Section 8.1(a) or Section 8.1(b) of this Agreement, except as otherwise provided, Seller’s obligation to indemnify, defend and Stagecoach Energy hold harmless the Buyer Indemnified Parties shall not be obligated to indemnify the Purchaser Indemnitees arise (i) for Losses arising under Sections 11.2(a)(iany individual Liability totaling less than Two Hundred Fifth Thousand Dollars (US$250,000) or 11.2(a)(iv(ii) unless and until, after taking into account the other limitations of this Section 8.4, the Buyer Indemnified Parties shall have suffered Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) which, in the aggregate, exceed one percent (1%) of the Purchase Price, in which case the Buyer Indemnified Parties shall then be entitled to recover the full amount of all Liabilities indemnifiable under Section 8.1(a) or Section 8.1(b) including any individual Liability totaling less than Two Hundred Fifty Thousand Dollars (US$250,000); provided, that in no event shall the aggregate amount required to be paid by Seller to all Buyer Indemnified Parties entitled to indemnity with respect to Liability under Section 8.1(a) or Section 8.1(b), unless and until except as otherwise provided, exceed an amount equal to ten percent (10%) of the Purchase Price. The foregoing limitations shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any of the Tax Representations, Tax covenants to make any payment or reimbursement contained in Sections 5.14(a) through 5.14(d), or as a result of any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement. (ii) for purposes of computing the aggregate amount of such Losses exceeds $2,000,000Liability indemnifiable by Seller, in which event Stagecoach I the amount of each Claim by a Buyer Indemnified Party shall be deemed to be an amount equal to, and Stagecoach Energy any payments by Seller under Section 8.1(a) or Section 8.1(b) shall indemnify be limited to, the Purchaser Indemnitees only for Losses in excess amount of such amount; providedLiability that remains after deducting therefrom any third Person insurance proceeds and any indemnity, however, that the foregoing limitation shall not apply contributions or other similar payment actually received by a Buyer Indemnified Party with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27such Claim. (b) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv)IN ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, unless and until the aggregate amount of such Losses exceeds $10,000NO PARTY SHALL BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY FOR SPECIAL, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; providedPUNITIVE, howeverEXEMPLARY OR CONSEQUENTIAL DAMAGES, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. INCLUDING LOSS OF PROFIT OR REVENUE, ANY MULTIPLE OF REDUCED CASH FLOW, INTERFERENCE WITH OPERATIONS, OR LOSS OF LENDERS, INVESTORS OR BUYERS, EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(eOTHER THAN CLAIMS BY AN ASSIGNEE). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrarycontrary set forth in this Agreement, any recovery by an each Indemnifying Party’s obligation to indemnify, defend and hold the Indemnified Party pursuant to this Article XI Parties harmless shall be limited as follows: (a) Stagecoach I and Stagecoach Energy No amounts of indemnity shall not be obligated payable pursuant to indemnify Section 9.1(a)(i), Section 9.1(a)(ii), Section 9.1(b)(i), Section 9.1(b)(ii) (with respect to a breach by the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(iSellers of a covenant to be performed prior to the Closing), Section 9.2(b) (with respect to a breach by the Buyer of a covenant, agreement or undertaking to be performed prior to the Closing) or 11.2(a)(iv), Section 9.2(a) unless and until the aggregate amount Indemnified Parties shall have suffered indemnifiable Losses (but excluding any Losses relating to ▇▇▇▇▇▇▇ Environmental Liabilities as described in Section 9.8, which are exclusively addressed by Section 9.8) in excess of such Losses exceeds $2,000,0003,800,000 (the “Threshold Amount”) in the aggregate, in which event Stagecoach I and Stagecoach Energy case the Indemnified Parties shall indemnify the Purchaser Indemnitees be entitled to recover only for Losses in excess of such amount; providedthe Threshold Amount, however, provided that no Losses may be claimed by any Indemnified Party or shall be reimbursable by or included in calculating the foregoing limitation shall not apply with respect to Threshold Amount other than Losses that arise in excess of $50,000 resulting from a single claim or aggregated claims arising out of the same facts, events or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27circumstances. (b) Stagecoach II Subject to the following sentences of this Section 9.5(b), no Seller shall have any indemnification obligation under this Agreement for an amount in the aggregate greater than $6,333,333 and the Buyer shall have no indemnity obligation under this Agreement for an amount greater than in the aggregate $19,000,000 (it being understood and agreed that these caps shall constitute a cap on the maximum aggregate liability payable by each Indemnifying Party under this Agreement). Notwithstanding the foregoing sentence of this Section 9.5(b), (i) with respect to the Seller Fundamental Representations, the maximum aggregate liability payable by each Seller under this Agreement with respect to such Seller Fundamental Representations shall be equal to such Seller’s Pro Rata Percentage of the Purchase Price less any other amounts indemnified by such Seller hereunder and (ii) with respect to the Buyer Fundamental Representations, the maximum aggregate liability payable by Buyer under this Agreement with respect to such Buyer Fundamental Representations shall be the Purchase Price less any other amounts indemnified by Buyer hereunder. Notwithstanding anything to the contrary in this Article IX, the Threshold Amount, the first sentence of this Section 9.5(b) and the proviso to Section 9.5(a) shall not apply to any Losses with respect to any Seller Fundamental Obligations (it being understood and agreed that the Sellers shall be liable for all Losses for which the Buyer Indemnified Parties are entitled to indemnification with respect to such claims) or with respect to any Buyer Fundamental Obligations (it being understood and agreed that Buyer shall be liable for all Losses for which the Seller Indemnified Parties are entitled to indemnification with respect to such claims), and any amounts recovered by Buyer Indemnified Parties in respect of Seller Fundamental Obligations or by Seller Indemnified Parties in respect of Buyer Fundamental Obligations shall not be obligated to indemnify included in determining whether the Purchaser Indemnitees Threshold Amount has been reached for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount purposes of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2this Section 9.5. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until For purposes of computing the aggregate amount of such Seller claims against an Indemnifying Party, the amount of each claim by an Indemnified Party shall be deemed to be an amount equal to, and any payments by the Indemnifying Party pursuant to Section 9.1 or Section 9.3 shall be limited to, the amount of Losses exceeds $2,000,000that remain after deducting therefrom (i) any third party insurance proceeds and any indemnity, in which event contributions or other similar payment paid to the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; providedIndemnified Party by any third party with respect thereto, however, that the foregoing limitation shall not apply and (ii) with respect to any indemnification claim related to Losses that arise out of or relate to incurred by SPRC, any net tax savings actually realized by SPRC in the representations or warranties tax period in Sections 6.1, 6.2 or 6.5which the indemnification claim arises. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in In any claim for indemnification under this Agreement, the aggregate to $25,500,000; provided, however, that the foregoing limitation Indemnifying Party shall not apply 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 respect to Losses that arise out operations, or loss of tenants, lenders, investors or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e)buyers. (e) Except as set forth in Section 11.5(d), No Indemnifying Party shall have any liability under this Article IX to indemnify any Indemnified Party with respect to a Loss to the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant extent that the Loss is attributable to Section 11.2(a) shall be limited in any action taken by any Indemnified Party on or after the aggregate to $125,000,000Closing Date. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) Sellers shall be limited have no liability for any Loss that would not have arisen but for any change in the aggregate to $2,500,000; providedaccounting policies, however, that the foregoing limitation shall not apply with respect to Losses that arise out of practices or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g)procedures adopted by Buyer and/or its Affiliates. (g) Except as set forth In any case where a Buyer Indemnified Party recovers from third Persons any amount in Section 11.5(frespect of a matter with respect to which the Sellers have indemnified it pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the indemnity obligations sum of Stagecoach II pursuant (i) any amounts previously so paid by the Sellers to Section 11.2(bor on behalf of the Buyer Indemnified Party in respect of such matter, and (ii) shall be limited any amounts expended by the Sellers in the aggregate to $15,000,000pursuing or defending any claim arising out of such matter. (h) The indemnity obligations liability of the Purchasers pursuant to Section 11.3(a) Sellers for Buyer Losses shall be limited considered in the aggregate and shall be determined on a cumulative basis so the Buyer Losses incurred under Article IX of this Agreement shall be combined with all other Buyer Losses incurred under Article IX for purposes of determining limitations on liability, including the maximum liability amounts described above. (i) Any indemnity payment under this Agreement by the Sellers shall be treated as an adjustment to $25,500,000; providedthe Purchase Price for U.S. federal income tax purposes. (j) For purposes of determining failure of any representations or warranties to be true and correct, howeverthe breach of any covenants and agreements and calculation of Losses hereunder, any qualification or exception with respect to “material”, “materially”, “materiality” or Material Adverse Effect or similar language contained therein shall be disregarded, provided that the foregoing limitation shall not apply to Section 3.8(b). (k) Notwithstanding anything in this Agreement to the contrary, except for any inaccuracy of the representation and warranty set forth in the last sentence of Section 3.22 of which the Company has Knowledge, Buyer shall not have any claim, action, suit, proceeding, right or remedy for any Loss arising out of, relating to or with respect to Losses that arise out the failure by the Company to conduct the maintenance and capital project, and outage and shutdown of or relate to the representations or warranties in Sections 6.1No. 2 Dublin Power Boiler and the Dublin Paper Mill Machine #2, 6.2 or 6.5which was originally planned for September 2007 and rescheduled for April 2008.

Liability Limits. Notwithstanding anything herein to the contrarycontrary set forth herein, the Parent Indemnified Parties shall not make a claim against the Shareholders (including the Key Shareholders) or the Company for indemnification under Sections 11.1(a), 11.1(b) (except in the case of Section 11.1(b), any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: covenants, agreements or undertakings set forth in Sections 7.1(b), 7.1 (ad)-(o), 7.1 (q)-(t), 7.2, 7.5, 7.9, 7.10, 7.14, 7.16 and 7.17) Stagecoach I and Stagecoach Energy shall not be obligated to indemnify the Purchaser Indemnitees or Section 11.2 for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), unless and until the aggregate amount of such Losses with respect to any claim or series of related claims for which the Parent Indemnified Parties are otherwise entitled to indemnification exceeds $2,000,0001,500,000 (the “Parent Deductible”) (it being understood and agreed that the Parent Deductible is intended as a deductible). If the aggregate amount of Losses for which the Parent Indemnified Parties are entitled to indemnification under the provisions cited in the first sentence of this Section 11.7 exceeds the Parent Deductible, the Parent Indemnified Parties shall be entitled to be paid the excess of the aggregate amount of all such Losses over the Parent Deductible, subject to the other limitations on recovery set forth in which event Stagecoach I this Article XI. The total aggregate amount of the liability of the Shareholders and Stagecoach Energy shall indemnify the Purchaser Indemnitees only Company for Losses with respect to any claims made pursuant to the provisions cited in excess the first sentence of such amountthis Section 11.7 shall be limited to the Escrow Amount and the sole and exclusive remedy of Parent shall be to proceed against the Escrow; provided, however, that that: (i) the foregoing limitation shall not apply with respect to liability of the Shareholders for Losses that arise arising out of or relate related to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (b) Stagecoach II fraud shall not be obligated subject to indemnify the Purchaser Indemnitees Parent Deductible or limited to the Escrow Amount, (ii) the liability of the Shareholders for Losses arising under Sections 11.2(b)(i) out of or 11.2(b)(iv)related to a breach of any of the Surviving Representations shall not be subject to the Parent Deductible or limited to the Escrow Amount, unless and until but shall be capped at the aggregate amount of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amountAdjusted Merger Payment; providedprovided further, however, that the foregoing limitation shall not apply with respect to Losses that arise arising out of or relate related to the representations or warranties made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under a breach of Section 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i4.15(q) shall be limited in capped at $10,250,000, and (iii) for purposes of calculating the aggregate to $25,500,000; providedParent Deductible, however, that the foregoing limitation shall not apply with respect to Losses that arise out any breaches of any representation or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which warranty shall be limited as provided in Section 11.5(e). (e) Except as calculated without reference to any materiality or adverse effect qualifier or exception set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000such representation or warranty. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein contained in this Agreement to the contrary, any recovery by an Indemnified Party pursuant the rights to indemnification under this Article XI shall be Agreement are limited as follows: (a) Stagecoach I and Stagecoach Energy The Purchaser Indemnified Parties shall not be obligated to indemnify the make a claim for indemnification under this Article X for Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), unless and until the aggregate amount of such Purchaser Losses exceeds $2,000,000200,000 (the “Purchaser Basket”), in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only Indemnified Parties may claim indemnification for Purchaser Losses in excess to the full extent any such Purchaser Losses, up to a maximum of such amount; providedthe Escrow Amount. Notwithstanding the foregoing, however, that the foregoing limitation shall not apply with respect Purchaser Indemnified Parties’ right to seek indemnification hereunder for (i) any Purchaser Losses that arise out of or relate to any breach of the representations or and warranties made in Sections 3.14.1 (Organization and Power), 3.24.2(a) (Authorization), 3.34.3 (Capitalization), 5.14.8 (Taxes), 5.24.12 (Brokerage), 5.34.15 (Company Benefit Plans) and 4.20 (Environmental) or (ii) any claims under Section 10.1(d), 5.10(f), 5.25 or 5.27(g) and (h) (subclauses (i) and (ii), collectively, the “Purchaser Basket Exclusions”) shall not be subject to the Purchaser Basket. (b) Stagecoach II The Member Indemnified Parties shall not be obligated to indemnify the Purchaser Indemnitees make a claim for indemnification under this Article X for Member Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount of such Member Losses exceeds $10,000, in which event Stagecoach II shall indemnify 200,000 (the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2. (c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a“Member Basket”), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify Member Indemnified Parties may claim indemnification for Member Losses to the Seller Indemnitees only full extent of any such Member Losses, up to a maximum of $1,000,000. Notwithstanding the foregoing, the Member Indemnified Parties’ right to seek indemnification hereunder for Seller any Member Losses that relate to any breach of the representations and warranties made in excess of such amount; providedSections 5.1 (Organization and Power), however, that 5.2(a) (Authorization) and 5.7 (Brokerage) the foregoing limitation “Member Basket Exclusion”) shall not apply with respect to Losses that arise out of or relate be subject to the representations or warranties in Sections 6.1, 6.2 or 6.5Member Basket. (d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.

Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I Notwithstanding anything to the contrary in this Agreement, the T-Mobile Parties and Stagecoach Energy the T-Mobile SPEs, collectively, shall not be obligated have no obligation to indemnify the Purchaser Indemnitees for Losses arising (including any obligation to make any payments to) any Crown Indemnified Party with respect to (i) any single Claim less than $25,000 (each, a “De Minimis Claim”) under Sections 11.2(a)(iSection 12.1(a)(i) or 11.2(a)(ivSection 12.1(b)(i), (ii) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Losses Claims exceeds an amount equal to $2,000,00025,000,000 (the “Representations and Warranties Deductible”), in after which event Stagecoach I the T-Mobile Parties and Stagecoach Energy the T-Mobile SPEs, collectively, shall indemnify the Purchaser Indemnitees only be liable for Losses all such Claims in excess of such amount; providedthe Representations and Warranties Deductible, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. (biii) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising any Claims under Sections 11.2(b)(iSection 12.1(a)(v) or 11.2(b)(iv), unless and until the aggregate amount of such Losses Claims exceeds $10,0005,000,000 (the “Pre-Closing Liabilities Deductible”), in after which event Stagecoach II the T-Mobile Parties and the T-Mobile SPEs, collectively, shall indemnify the Purchaser Indemnitees only be liable for Losses all such Claims in excess of such amountthe Pre-Closing Liabilities Deductible, and (iv) any Claims under Section 12.1(a)(i) or Section 12.1(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification (x) that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties made (y) due to fraud, by or on behalf of the Indemnifying Party, shall not be subject to the limitations set forth in Sections 4.1 or 4.2this sentence of Section 12.5. (cb) The Purchasers Notwithstanding anything to the contrary in this Agreement, Crown and the Tower Operator, collectively, shall not be obligated have no obligation to indemnify the Seller Indemnitees for Seller Losses arising (including any obligation to make any payments to) any T-Mobile Indemnified Party with respect to (i) any De Minimis Claim under Section 11.3(a12.2(a)(i) or Section 12.2(b)(i), (ii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) (including De Minimis Claims) unless and until the aggregate amount of such Seller Losses Claims exceeds $2,000,000the Representations and Warranties Deductible, in after which event Crown and the Purchasers Tower Operator, collectively, shall indemnify the Seller Indemnitees only be liable for Seller Losses all such Claims in excess of such amountthe Representations and Warranties Deductible and (iii) any Claims under Section 12.2(a)(i) or Section 12.2(b)(i) in an aggregate cumulative amount in excess of an amount equal to $125,000,000; provided, however, that the foregoing limitation shall not apply with respect to Losses Claims for indemnification (x) that arise out of or relate to breaches of the representations Specified Representations and Warranties or warranties in Sections 6.1(y) due to fraud, 6.2 by or 6.5. (d) The indemnity obligations on behalf of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; providedIndemnifying Party, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate be subject to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e). (e) Except as limitations set forth in this sentence of Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000. (f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which shall be limited as provided in Section 11.5(g). (g) Except as set forth in Section 11.5(f), the indemnity obligations of Stagecoach II pursuant to Section 11.2(b) shall be limited in the aggregate to $15,000,000. (h) The indemnity obligations of the Purchasers pursuant to Section 11.3(a) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.12.5