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 contrarycontrary set forth herein, any recovery by an no Purchaser Indemnified Party pursuant to shall be indemnified by the Shareholder under this Article XI shall be limited as follows: X for any Purchaser Losses (ai) Stagecoach I with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and Stagecoach Energy shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i(ii) or 11.2(a)(iv), unless and until the aggregate amount of such Purchaser Losses exceeds $2,000,000three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), in but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which event Stagecoach I and Stagecoach Energy the Shareholder shall indemnify the only be obligated for such aggregate Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall not apply with respect be limited to Losses that arise out ten percent (10%) 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 5.27Purchase Price (the “Cap”). (b) Stagecoach II Neither the Single Claim Amount nor the Deductible shall not be obligated apply to indemnify the any Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i(i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or 11.2(b)(ivSection 10.1(f), unless and until the aggregate amount or (ii) in respect of such Losses exceeds $10,000any fraud claim or any claim related to a breach of Section 4.1, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; providedSection 4.2, howeverSection 4.3, that the foregoing limitation Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply with to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to Losses that arise out a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or relate to the representations or warranties made in Sections 4.1 or 4.2Section 4.25. (c) The Purchasers Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall not be obligated limited to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until the aggregate amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such Seller claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses 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 6.5before seeking indemnification under this Agreement. (d) The indemnity obligations In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; providedfuture revenue or income, however, that the foregoing limitation shall not apply with respect to Losses that arise out loss of business reputation or relate opportunity relating to the representations breach or warranties in Sections 3.1alleged breach of this Agreement, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as provided in Section 11.5(ea result of any claim). (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, ESI Indemnified Parties shall not make a claim against the Sellers or the Shareholders' Agent, and the Sellers and the Shareholders' Agent will not be obligated to indemnify the Purchaser Indemnitees liable for indemnification, under this Agreement or otherwise, for ESI Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), unless and until the aggregate amount of such ESI Losses (other than ESI Losses which are reimbursed pursuant to the operation of Section 8.5(d)) exceeds one million dollars ($2,000,0001,000,000) (the "ESI BASKET"), in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only ESI Indemnified Parties may claim indemnification for all ESI Losses in excess of the initial $1,000,000 (subject to Section 8.5(b)); provided, however, that (X) the ESI Basket shall be subject to adjustment in accordance with Section 8.5(d) and (Y) ESI Losses resulting from any of the following claims shall not be subject to the ESI Basket: (I) a Claim of (i) any breach or inaccuracy of any representation or warranty in Section 2.2 or Section 2.3, (ii) any breach of the Sellers' covenants, agreements and undertakings set forth in Article I or Section 4.1.3 (Tax Matters), (iii) any breach of the Sellers' covenants, agreements and undertakings set forth in the following Sections of this Agreement to be performed on or after the Closing: Section 4.1.1(f) (Names), Section 4.2.9 (Shareholder Releases), Section 4.2.11 (Confidentiality), Section 4.2.12 (Sellers' Non-Solicitation), Section 9.3 (Assignments), Section 9.6 (Consent to Jurisdiction), Section 9.7 (Waiver of Jury Trial), Section 9.8 (Specific Performance) or Section 9.14 (Cooperation), (iv) any liability relating to, resulting from or arising out of the failure of NPA to qualify as a foreign corporation in the State of Wisconsin or (v) any liability relating to, resulting from or arising out of a dispute between the Shareholders and the Shareholders' Agent in respect of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby; (II) a Claim of any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.2.10 (Brokerage Fees) or Section 9.15 (Transaction Costs) to be performed on or after the Closing; and (III) a Claim of any liability relating to, resulting from or arising out of (i) any act or omission occurring prior to the Closing in connection with the Companies' Vision and Dental Businesses or (ii) any Action by a Newco Employee against the Companies with respect to such amountNewco Employee's employment prior to the Closing. (b) Notwithstanding anything to the contrary set forth herein, ESI Indemnified Parties shall not make a claim against the Sellers or the Shareholders' Agent, and Sellers and the Shareholders' Agent will not be liable, for indemnification under this Agreement or otherwise, for ESI Losses in excess of twenty-five million dollars ($25,000,000) in the aggregate (the "ESI Cap"); provided, however, that ESI Losses relating to any of the following claims shall not be subject to the ESI Cap: (I) a Claim of (i) any breach or inaccuracy of any representation or warranty in Section 2.2 or Section 2.3, (ii) any breach of the Sellers' covenants, agreements and undertakings set forth in Article I, (iii) any breach of the Sellers' covenants, agreements and undertakings set forth in the following Sections of this Agreement to be performed on or after the Closing: Section 4.1.1(f) (Names), Section 4.2.9 (Shareholder Releases), Section 4.2.11 (Confidentiality), Section 4.2.12 (Sellers' Non-Solicitation), Section 9.3 (Assignments), Section 9.6 (Consent to Jurisdiction), Section 9.7 (Waiver of Jury Trial), Section 9.8 (Specific Performance) or Section 9.14 (Cooperation), (iv) any liability relating to, resulting from or arising out of the failure of NPA to qualify as a foreign corporation in the State of Wisconsin or (v) any liability relating to, resulting from or arising out of a dispute between the Shareholders and the Shareholders' Agent in respect of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby; (II) a Claim of any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.2.10 (Brokerage Fees) or Section 9.15 (Transaction Costs) to be performed on or after the Closing; and (III) a Claim of any liability relating to, resulting from or arising out of (i) any act or omission occurring prior to the Closing in connection with the Companies' Vision and Dental Businesses or (ii) any Action by a Newco Employee against the Companies with respect to such Newco Employee's employment prior to the Closing; (c) The amount of any damages indemnifiable pursuant to this Article shall be reduced to reflect the value of any Tax benefit actually realized by the Indemnified Party or its successors or assigns as a result of such damages; provided, however, that the foregoing limitation determination of whether a Tax benefit is actually realized will be made by the Indemnified Party and will not be subject to review by the Indemnifying Party in the absence of manifest error; and provided, further, that upon the reasonable request of the Indemnifying Party, the Indemnified Party shall not apply prepare (or cause to be prepared), at the Indemnifying Party's sole and reasonable expense, and furnish (or cause to be furnished) a pro forma statement which shall contain, in the reasonable judgment of the Indemnifying Party, all pertinent Tax and other financial information sufficient to establish the value, if any, of the Tax benefit actually realized by the Indemnified Party, with respect to Losses that arise out the damages indemnifiable pursuant to this Article. In no event shall the Sellers be permitted to review any Tax Return of ESI or relate the Companies pursuant to the representations or warranties made operation of the immediately preceding sentence. ESI agrees that it will use all commercially reasonable efforts to obtain insurance proceeds under existing policies purchased by the Companies prior to the Closing Date and the amount of indemnification payable under Article VIII to ESI and the Companies shall be reduced by the amount of insurance proceeds actually received by ESI and the Companies (net of any expenses incurred 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)(ivpursuing such insurance claim), unless and until if the aggregate amount of such Losses exceeds $10,000indemnification payment has already been made by the Indemnifying Party, in which event Stagecoach II then ESI and the Companies shall indemnify pay over the Purchaser Indemnitees only for Losses in excess of such amountinsurance proceeds to the extent the insurance proceeds recovered do not exceed the indemnification payment; provided, however, that the foregoing limitation ESI shall have no obligation to maintain any such insurance policies; and provided, further, that this Section 8.5(c) shall not apply with respect to Losses relieve any Indemnifying Party of its obligations in the event 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 6.5no insurance proceeds are actually received. (d) The indemnity obligations At the Closing, ESI may deliver to the Shareholders' Agent a written statement (the "WARRANTY STATEMENT") setting forth, in reasonable detail, any assertions that ESI may choose to make that (x) the representations and warranties set forth in Article II were not, as of Stagecoach I the date hereof, true and Stagecoach Energy pursuant correct in all respects if specifically qualified by materiality or, if not so qualified, true and correct in all material respects (an "INITIAL WARRANTY ASSERTION") or (y) the representations and warranties set forth in Article II are not, as of the date of Closing, true and correct in all respects if specifically qualified by materiality or, if not so qualified, true and correct in all material respects (an "INTERIM PERIOD WARRANTY ASSERTION"). If, subsequent to Section 11.2(a)(i) shall be limited the Closing, ESI makes an Indemnification Claim based on an Initial Warranty Assertion set forth in the aggregate to $25,500,000; providedWarranty Statement, however, that the foregoing limitation shall not apply ESI Basket with respect to Losses that arise out of or relate such Indemnification Claims shall be zero. If, subsequent to the representations or warranties in Sections 3.1Closing, 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 ESI makes an Indemnification Claim based on an Interim Period Warranty Assertion set forth in Section 11.5(d)the Warranty Statement, 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 ESI Basket with respect to Losses that arise out of or relate to the representations or warranties in Sections 4.1 or 4.2, which such Indemnification Claims shall be limited as provided in Section 11.5(gfive hundred thousand dollars ($500,000). (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 An Indemnified Party shall not be obligated to indemnify the Purchaser Indemnitees make a claim against an Indemnifying Party for Losses arising indemnification under Sections 11.2(a)(i8.1(a) or 11.2(a)(ivSection 8.2(a), as appropriate, unless and until the aggregate amount of such Purchaser Losses or Shareholder Losses, as appropriate, exceeds $2,000,00050,000 (the “Basket”), in which event Stagecoach I the Indemnified Party may claim indemnification for all Purchaser Losses or Shareholder Losses, as appropriate, solely to the extent such losses exceed $50,000. The total aggregate liability of the Indemnifying Parties for Purchaser Losses or Shareholder Losses, as appropriate, shall be limited to thirty-five percent (35%) of the aggregate Purchase Price actually paid to the Shareholders (the “Cap”). Neither the Basket nor the Cap shall apply to any Purchaser Losses or Shareholder Losses, as appropriate, arising out of fraud or a breach of any representations and Stagecoach Energy warranties contained in Sections 2.1 through 2.3, Sections 2.4(a), 2.5, 2.9, 2.16, 2.17, 2.20, 2.25, or Sections 3.1 through 3.3 or 3.5, or the specific indemnification obligations set forth in Sections 8.1(c)(i) or (ii), (d), (e) or (f) or 8.2(c), and the respective Indemnifying Party shall indemnify be liable for all Purchaser Losses or Shareholder Losses, as appropriate, with respect thereto; and the Basket shall not apply to any Purchaser Indemnitees only for Losses arising out of the specific indemnification obligation set forth in excess of such amountSection 8.1(g); provided, however, except in the case of fraud, in no event shall the total liability of any Shareholder for any and all Purchaser Losses under this Article VIII exceed the pro rata portion of the aggregate Purchase Price actually paid to such Shareholder. (b) In case any event shall occur that would otherwise entitle a Party to assert a claim for indemnification hereunder, no Losses shall be deemed to have been sustained by such Party to the extent of any Tax savings actually realized, within eighteen (18) months of such event, by such Party with respect thereto. (c) Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification or reimbursement from any other party under any provision of this Agreement for any amount to the extent such party or its Affiliate has been fully indemnified or reimbursed for such amount under any other provision of this Agreement, the exhibits or the schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any Losses related to a claim by the Purchaser are covered by insurance, the Purchaser agrees to use commercially reasonable efforts to seek recovery under such insurance and the Purchaser shall not be entitled to recover from the Shareholders (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Losses to the extent the Purchaser recovers the insurance payment specified in the policy. (d) Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement for any punitive, consequential, special or indirect damages, including diminution in value, loss of business reputation or opportunity or (except to the extent provided below) loss of future profits, revenue or income, relating to the breach or alleged breach of any provision of this Agreement, regardless of whether such damages were foreseeable, except to the extent such damages are payable to a third party; provided, however, the foregoing limitation shall not apply with respect prohibit or preclude recovery by a Purchaser Indemnified Party for lost profits on any Contracts that are active and funded as of the date of this Agreement to the extent arising from a breach of the representations and warranties contained in Sections 2.14. Each of the parties agrees to take commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any 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 5.27are indemnifiable hereunder. (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 and Stagecoach Energy Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not be obligated to indemnify make a claim against the Sellers or the Shareholders for indemnification under Section 10.1(a)(i) 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 $2,000,000365,000 (the “Purchaser Basket”), in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only Indemnified Parties may claim indemnification for the entire amount of Purchaser Losses in excess of such amount(including the initial $365,000); provided, however, that the foregoing limitation Purchaser Basket shall not apply to Purchaser Losses based on (i) fraud or intentional misrepresentation (“Fraud Claims”) or (ii) inaccuracies or breaches of Fundamental Representations (as defined below). The total aggregate amount of liability of the Sellers and the Shareholders for Purchaser Losses with respect to Losses that arise out any claims made under Section 10.1(a) shall be limited to (A) during the first eighteen (18) months after the Closing, fifty percent (50%) of or relate to the representations or warranties made in Sections 3.1Purchase Price, 3.2(B) during the period after the first eighteen (18) months after the Closing and before the thirty-six (36) month anniversary of the Closing, 3.3twenty-five percent (25%) of the Purchase Price and (C) during the period after the thirty-six (36) month anniversary of the Closing, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27. fifteen percent (b15%) Stagecoach II shall not be obligated to indemnify of the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(ivPurchase Price (the “Cap”), 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 Cap shall not apply to Purchaser Losses arising, directly or indirectly, from Fraud Claims; provided, further, that inaccuracies or breaches of the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Capitalization), Section 4.4 (Absence of Restrictions and Conflicts), Section 4.8 (Sufficiency of and Title to Assets), Section 4.24 (Affiliate Matters), Section 4.28 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity) and Section 5.2 (Absence of Restrictions and Conflicts) (collectively, “Fundamental Representations”), will be subject to a cap not to exceed the Purchase Price. Under no circumstances shall the total aggregate amount of liability of the Sellers and the Shareholders for Purchaser Losses under this Article X exceed the Purchase Price. (b) The Sellers and Shareholders expressly agree that the Purchaser Indemnified Parties may recover from the Indemnity Escrow Amount on a joint and several basis all Purchaser Losses incurred pursuant to Section 10.1(a) and 10.1(b) until the Indemnity Escrow Amount is exhausted or released in accordance with the Escrow Agreement. In the event the Indemnity Escrow Amount is exhausted or has been released in accordance with the Escrow Agreement, then the Purchaser Indemnified Parties shall not be entitled, with respect to any Purchaser Losses, to recover from a Shareholder an amount (apart from any amount previously recovered from the Indemnity Escrow Amount) in excess of the product of (i) the amount of such Purchaser Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2and (ii) such Shareholder’s Pro Rata Portion. (c) The Purchasers shall not be obligated to indemnify Solely for the Seller Indemnitees for Seller purpose of determining the magnitude of related Losses arising in connection with a breach or inaccuracy of any representation or warranty under Section 11.3(a)10.1, unless and until the aggregate amount of each 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 representation or warranty should be read without reference to Losses that arise out of any materiality or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5Material Adverse Effect qualifications contained therein. (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. (a) Notwithstanding anything herein to the contrarycontrary in this Agreement (except Section 9.5(d)), the Commnet Parties 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 the Purchaser Indemnitees for Losses arising any single or series of related or similar Claim less than $[***] (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 [***]% of the aggregate Consideration paid by Buyer under this Agreement (the “Representations and Warranties Threshold”), after which the Commnet Parties shall be required to indemnify the Buyer Indemnified Parties for all such Claims from the first dollar (excluding amounts associated with De Minimis Claims) and, in which event Stagecoach I and Stagecoach Energy no event, shall the Commnet Parties be required to indemnify the Purchaser Indemnitees only Buyer Indemnified Parties under Section 9.1(a)(i) for Losses more than [***]% of the aggregate Consideration paid by Buyer under this Agreement in the aggregate (the “Cap”); and (iii) any Claims relating to a specific Portfolio Site in excess of [***] percent ([***]%) 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 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27Indemnifying Party. (b) Stagecoach II Notwithstanding anything to the contrary in this Agreement (except Section 9.5(d)), Buyer shall not be obligated have no obligation to indemnify the Purchaser Indemnitees for Losses arising (including any obligation to make any payments to) any Commnet Indemnified Party with respect to: (i) any De Minimis Claim under Sections 11.2(b)(iSection 9.2(a)(i); and (ii) or 11.2(b)(iv), any Claims under Section 9.2(a)(i) (i) unless and until the aggregate amount of such Losses Claims (excluding amounts associated with De Minimis Claims) exceeds $10,000the Representations and Warranties Threshold, in after which event Stagecoach II Buyer shall be required to indemnify the Purchaser Indemnitees only Commnet Indemnified Parties for Losses all such Claims from the first dollar) (excluding amounts associated with De Minimis Claims). In no event shall Buyer be required to indemnify the Commnet Indemnified Parties under Section 9.2(a)(i) for more than the Cap in excess of such amountthe aggregate; provided, however, that the foregoing limitation 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; provided, further, that, in no event will the Buyer be required to indemnify the Commnet Indemnified Parties with respect to Losses that arise any Claims resulting from or arising out of or relate to breaches of the representations or warranties made in Sections 4.1 or 4.2Specified Representations and Warranties for more than the Consideration. (c) The Purchasers Notwithstanding anything to the contrary in this Article IX, in no event shall not be obligated an Indemnifying Party have liability to indemnify the Seller Indemnitees any Indemnified Party for Seller Losses arising under Section 11.3(aany consequential, special, incidental, indirect or punitive damages, lost profits or similar items (as opposed to actual direct damages), 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 each case except as actually paid to a claimant in excess of such amounta Third Party Claim; provided, however, that that, notwithstanding the foregoing limitation shall not apply foregoing: (i) solely with respect to Losses that arise out any breach of the representations and warranties of the Commnet Parties contained in Section 5.15 as a result of the failure of the Commnet Parties to provide the Buyer with copies of any termination notice, amendment, or relate agreement relating to a Material Agreement received by, or entered into by, the Commnet Parties prior to the representations Initial Site Closing Date for a Portfolio Site that is not reflected in Section 5.12(a) or warranties (b) of the Commnet Disclosure Schedule, then the Buyer Indemnified Parties will be entitled to seek, and the definition of “Claims” shall specifically include, any actual consequential damages, lost profits, loss of bargain, or damages based on any other theory of damages (including damages based on the Multiple) arising from such breach; and (ii) the Commnet Parties will have 180 days to cure or mitigate any such breach from the date on which the notice of Claim is delivered (which, for the avoidance of doubt, will toll the indemnity period under Section 9.4) prior to the Commnet Parties being required to pay any such amounts to the Buyer; provided, that the Commnet Parties will consult with Buyer and the applicable Sale Site Subsidiary with respect to any planned cure or mitigation (including any communications with Ground Lessors or Tower Subtenants), which will be subject to Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and Buyer and the applicable Sale Site Subsidiary will, at the sole cost and expense of the Commnet Parties, execute and deliver such documents and take such other actions as may be reasonably requested by the Commnet Parties in Sections 6.1connection therewith. For the sake of clarification, 6.2 or 6.5Buyer reserves all Claims consistent with applicable Delaware law to recover damages based on the Multiple in pursuing a claim under Section 9.5(c)(i) above, and each Indemnifying Party reserves all defenses consistent with applicable Delaware law to any Claim by Buyer seeking to recover damages based on the Multiple. (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 herein, no Purchaser Indemnified Party shall be indemnified by the Seller under this ARTICLE 8 for any recovery Purchaser Losses and no Seller Indemnified Party shall be indemnified by the Purchaser under this ARTICLE 8 for any Seller Losses with respect to any Claim unless such Claim involves Purchaser Losses or Seller Losses, as applicable, in excess of $50,000 (the “Deductible”), after which the Seller or Purchaser, as applicable, shall be obligated for such aggregate Purchaser Losses or Seller Losses, as applicable, from the first dollar. 8.6.1 The total aggregate amount of the liability of the Seller for Purchaser Losses pursuant to Section 8.1.1, Section 8.1.2 and Section 8.1.3 and of the Purchaser pursuant to Section 8.2.1, shall be limited to $2,000,000 (the “Cap”). 8.6.2 Neither the Deductible nor the Cap shall apply to any Purchaser Losses or Seller Losses (i) which are not expressly subject to the Cap; or (ii) in respect of any fraud Claim. 8.6.3 Payments by an Indemnifying Party pursuant to Section 8.1 or Section 8.2 in respect of any Purchaser Loss or Seller Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company) in respect of any such Claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. 8.6.4 In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any Claim). 8.6.5 The amount of any indemnity obligation of any Indemnifying Party to the Indemnified Parties provided in this Agreement shall be computed net of any insurance proceeds actually received by an Indemnified Party pursuant (net of any deductible amounts, increases in premiums and costs and expenses incurred with respect to this Article XI such insurance Claims) in connection with or as a result of any Claim giving rise to an indemnification Claim hereunder. If the indemnity amount is paid to the Indemnified Parties by any Indemnifying Party prior to the Indemnified Party’s actual receipt of insurance proceeds related thereto, the Indemnified Party shall, if permissible by the terms of the applicable policy, assign its right to such insurance and allow the Indemnifying Party to pursue collection of such insurance proceeds or, if such payment has been made by any of the Indemnifying Parties, and an Indemnified Party subsequently receives such insurance proceeds, then the Indemnified Party shall be limited as follows: (a) Stagecoach I and Stagecoach Energy shall not be obligated promptly pay to indemnify or at the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), unless and until direction of the aggregate Indemnifying Party the amount of such Losses exceeds $2,000,000insurance proceeds subsequently received (net of all related costs, expenses and other losses), but not more, in which event Stagecoach I and Stagecoach Energy the aggregate, than the indemnity amount paid by the Indemnifying Party. Notwithstanding the foregoing, no Indemnified Party shall indemnify the Purchaser Indemnitees only be required to (i) pursue such insurance prior to seeking indemnification under this ARTICLE 8 or (ii) commence litigation to recover proceeds under such insurance policies if it is unreasonable do so. 8.6.6 No Indemnified Party shall be entitled to indemnification hereunder for Losses any loss in excess respect of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate any Claim to the representations extent that (i) such loss would not have arisen but for the enactment of any legislation not in effect on the Closing Date or warranties made any change of any Law or administrative practice of any Governmental Entity after the Closing Date or any change in Sections 3.1any generally accepted accounting principles after the Closing Date, 3.2including in each case any legislation or change which takes effect retrospectively, 3.3(ii) such loss has arisen as a result of any act or omission by the party seeking indemnification on or after the Closing Date (including without limitation resulting from any change in accounting principles, 5.1, 5.2, 5.3, 5.10, 5.25 practices or 5.27. methodologies) and to the extent of any loss arising from any breach by the party seeking indemnification of its obligations under this Agreement (b) Stagecoach II shall not be obligated provided such party’s breach is a principal cause or principal contributing factor to indemnify the Purchaser Indemnitees for such party’s Losses arising under Sections 11.2(b)(i) or 11.2(b)(ivrelated thereto), unless and until (iii) such loss is offset by a corresponding gain accruing after the aggregate amount of such Losses exceeds $10,000Closing Date, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provideddirectly or indirectly, 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 benefit of the Purchasers pursuant party seeking indemnification, as a direct result of the act, matter, omission or circumstance giving rise 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 6.5such loss.

Liability Limits. Notwithstanding anything herein to the contrarycontrary set forth herein, any recovery by an the Purchaser Indemnified Party pursuant to this Article XI shall be limited as follows: (a) Stagecoach I and Stagecoach Energy Parties shall not be obligated to indemnify make a claim against the Majority Shareholder for indemnification under Section 11.1(a) 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 One Million Dollars ($2,000,000, in which event Stagecoach I and Stagecoach Energy shall indemnify 1,000,000) (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 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“Deductible”), 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 Purchaser Indemnified Parties may claim indemnification for Seller all such Purchaser Losses in excess of such amount; providedthe Deductible, howeverup to, that but not to exceed Forty Million Dollars ($40,000,000)(the “Cap”). Notwithstanding the foregoing limitation foregoing, (a) the Deductible shall not apply with respect to any Purchaser Losses that arise arising out of or relate related to a breach of Section 4.7(b) (Title to Assets), Section 4.17 (Company Benefit Plans), Section 4.22(d) (Licensed Intellectual Property), Section 4.23 (Affiliate Matters) or Section 4.30 (Brokers, Finders and Investment Bankers), and 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) Majority Shareholder shall be limited in liable for all Purchaser Losses with respect thereto, up to, but not to exceed the aggregate to $25,500,000; providedCap, however, that and (b) the foregoing limitation Deductible and the Cap shall not apply with respect to any Purchaser Losses that arise arising out of or relate related to fraud or a breach of Section 4.1(a)-(d) (Organization), Section 4.2 (Authorization), Section 5.1 (Authorization and Validity of Agreement), Section 5.3 (Ownership of Equity) or Section 4.15 (Tax Returns; Taxes), any such Purchaser Losses shall not be aggregated toward the representations or warranties in Sections 3.1Cap, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which and the Majority Shareholder 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 liable for all Purchaser Losses 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)thereto. (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 and Stagecoach Energy The Purchaser Indemnified Parties shall not be obligated to indemnify the make any claim for indemnification under Section 10.1(a) 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 $2,000,00025,000 (the “Basket”), in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only Indemnified Parties may claim indemnification for Losses in excess of such amountall Purchaser Losses, including the Basket; provided, however, that the foregoing limitation Surviving Representations shall not apply be subject to the Basket. (b) The aggregate amount of Purchaser Losses recoverable by the Purchaser Indemnified Parties (by offset or otherwise) under Section 10.1(a) and/or Section 10.1(c) shall not exceed the Cap; provided, however, that the Surviving Representations and Purchaser Losses recoverable under Sections 10.1(b), (d), (e), (f) and (g) shall not be subject to the Cap. (c) Subject, as applicable, to the recovery limitations under Section 10.6(b), the maximum aggregate amount of Purchaser Losses that the Purchaser Indemnified Parties shall be entitled to recover directly from the Major Stockholder (other than, subject to Section 10.6(b), by offset) under Section 10.1 shall not exceed the greater of (i) $1,578,000 and (ii) the amount of Merger Consideration actually received by the Major Stockholder; provided, however, the following shall not be subject to such limitation with respect to the Major Stockholder: (A) Purchaser Losses under Section 10.1(b) that arise out of or result from any breach of any covenant, agreement or undertaking made by the Major Stockholder or any of its Affiliates (excluding, for clarity, the Company (if otherwise applicable) from such “Affiliates”) under Article VI in this Agreement, and (B) Purchaser Losses under Section 10.1(g) that arise out of or relate to any fraud, intentional misrepresentation, criminal activity, or willful misconduct of the representations Major Stockholder or warranties made in Sections 3.1any of its Affiliates (excluding, 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)clarity, the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(aCompany (if otherwise applicable) shall be limited from such “Affiliates”) in the aggregate to $125,000,000connection with this Agreement. (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 The Buyer Indemnified Parties shall not be obligated entitled to indemnify the Purchaser Indemnitees indemnification for Buyer Losses arising under Sections 11.2(a)(ipursuant to Section 8.2(a) or 11.2(a)(iv), unless and until the aggregate amount of such Buyer Losses exceeds $2,000,000250,000, in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees Buyer Indemnified Parties may only claim indemnification for such Buyer Losses in excess of such amountthat exceed $250,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out any breach of any Core Representation, the S.P.A.R.K. Representation or relate to the representations or and warranties made set forth in Sections 3.1Section 4.25 (Brokers, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27Finders and Investment Bankers). (b) Stagecoach II Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and Parent for Buyer Losses with respect to claims for indemnification pursuant to Section 8.2(a) shall not be obligated to indemnify 35% of 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 amountPurchase Price; provided, however, that the foregoing limitation shall not apply to any breach of any Core Representation, which shall be limited to the Purchase Price. In addition, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Seller and Parent for Buyer Losses with respect to Losses that arise out claims for indemnification pursuant to Section 8.2(a) for breach of or relate to the representations or warranties made in Sections 4.1 or 4.2S.P.A.R.K. Representation shall be $3,000,000. (c) Notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of Parent for Buyer Losses with respect to claims for indemnification (i) pursuant to Section 8.2(a) or (ii) pursuant to Sections 8.2(b) through (e) for any breach, non-performance, action or omission by Seller or any of its predecessors shall be the Purchase Price. For the avoidance of doubt, this clause (c) shall in no event limit any liability of Seller under this Article VIII or limit any liability of Parent under this Article VIII for Buyer Losses with respect to claims for indemnification pursuant to Sections 8.2(b) through (e) for any breach, non-fullfillment, action or omission by Parent (as opposed to Seller) or any of its predecessors (other than Seller, to the extent, if any, Seller is deemed a predecessor of Parent for any reason). (d) The Purchasers amount for which any Indemnifying Party shall not be obligated liable under this Article VIII to indemnify the Seller Indemnitees for Seller Losses arising an Indemnified Party shall be net of (i) any insurance proceeds received by an Indemnified Party under Section 11.3(a), unless and until the aggregate amount of insurance policies relating 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; Damages (provided, however, that the foregoing limitation Indemnified Party shall not apply with respect use commercially reasonable efforts to Losses that arise out of seek a claim or relate suit for any such proceeds to which it may be entitled under such insurance policies); and (ii) any net Tax benefit available to the representations or warranties in Sections 6.1, 6.2 or 6.5. (d) The indemnity obligations Indemnified Party as a result of Stagecoach I the Damages and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in any payments made by 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 Indemnifying Party 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)Indemnified Party. (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 Equity Holders’ obligation to indemnify, defend and hold the Buyer 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 the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), Section 10.1 unless and until the aggregate amount of such Losses exceeds $2,000,000, in which event Stagecoach I and Stagecoach Energy Buyer Indemnified Parties shall indemnify the Purchaser Indemnitees only for have suffered Buyer Losses in excess of such amount$2,000,000 (the “Threshold Amount”) in the aggregate, in which case the Buyer Indemnified Parties shall be entitled to recover only Buyer Losses in excess of the Threshold Amount; provided, that amounts of indemnity for Buyer Losses pursuant to (i) Section 10.1(a)(i) with respect the Company Fundamental Representations, (ii) Section 10.1(b)(i) with respect to the Stockholder Fundamental Representations, or (iii) Section 10.1(a)(ii), Section 10.1(a)(iii), Section 10.1(a)(iv), Section 10.1(a)(v), Section 10.1(a)(vi), Section 10.1(a)(vii), Section 10.1(b)(ii) or Section 10.1(b)(iii) in each case, shall not be subject to the Threshold Amount; (b) subject to the provisos contained in this Section 10.5(b), any indemnification obligation of the Equity Holders pursuant to this Article X shall be satisfied solely from (x) the Holdback Amount, with respect to Section 10.1(a)(iv), and (y) the Escrow Amount with respect to all other Buyer Losses; provided, however, that the foregoing limitation shall not apply that, subject to Section 10.4, Buyer may seek indemnification for Buyer Losses (i) arising under Section 10.1(b)(i) (with respect to Losses that arise out Stockholder Fundamental Representations), Section 10.2(b)(ii) or Section 10.2(b)(iii) directly from the relevant Stockholder, and (ii) with respect to Company Fundamental Representations or arising under Section 10.1(a)(ii), or 10.1(a)(iii), from each Equity Holder, directly based on such Equity Holder’s Pro Rata percentage but not to exceed the amount such Equity Holder received as a result 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.transaction (the “Proceeds Cap”); (bc) 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 the indemnification obligations of the Equity Holders related to Indemnified Misclassification Claims exceed the Holdback Amount; (d) except for Buyer Losses exceeds $10,000with respect to Section 10.1(a)(v) or 10.2(b)(iii), in no event shall the aggregate amount of indemnity required to be paid by each Equity Holder pursuant to Section 10.1 exceed the Proceeds Cap; (e) the liability of each Equity Holder with respect to Buyer Losses arising under Section 10.1(a) shall be several and not joint based on such Equity Holder’s relative Pro Rata Percentage; (f) no Equity Holder shall have any liability for Buyer Losses arising under Section 10.1(b) except to the extent such Equity Holder has made the representation or warranty in Article IV or made the covenant, agreement or undertaking in this Agreement under which such Buyer Losses arise or committed fraud; (g) each Equity Holder shall be deemed to have a subaccount of the Escrow Fund in an amount equal to such Equity Holder’s Pro Rata Percentage of the Escrow Amount (each, a “Subaccount”); (h) notwithstanding anything set forth herein to the contrary, but subject to Section 10.5(b), (i) any indemnification obligation of an Equity Holder under this Agreement shall be satisfied solely from such Equity Holder’s Subaccount of the Escrow Fund; (ii) in the event Stagecoach II that, following satisfaction of an indemnification claim for Buyer Losses from a Subaccount of the Escrow Fund, a subsequent claim for indemnification is made pursuant to this Article X, Buyer Losses shall indemnify be payable only from the Purchaser Indemnitees only for Losses in excess Escrow Fund out of each Equity Holder’s Subaccount based on that Equity Holder’s Pro Rata Percentage of such amountBuyer Losses and; (iii) if any Equity Holder’s Subaccount is insufficient to satisfy such Equity Holder’s Pro Rata Percentage of Buyer Losses, then such Buyer Losses will remain unsatisfied notwithstanding that other Subaccounts have sufficient funds to satisfy such Buyer Losses and no Buyer Indemnified Party shall be entitled to recover any such shortfalls from the Subaccounts of other Equity Holders; (i) for purposes of computing the aggregate amount of indemnifiable claims against the Equity Holders, the amount of each claim for Buyer Losses by a Buyer Indemnified Party shall be deemed to be an amount equal to, and any payments by the Equity Holders pursuant to Section 10.1 shall be limited to, the amount of such Buyer Losses that remain after deducting therefrom any third party insurance proceeds and any indemnity, contributions or other similar payment actually recovered from any third party with respect thereto; (j) the amount of indemnity payable pursuant to Section 10.1 with respect to any Buyer Loss shall be reduced to the extent such Buyer Loss is reflected on the Final Closing Statement; (k) in any claim for indemnification under this Agreement, the Equity Holders shall not be required to indemnify any Person for punitive, incidental, consequential, special or indirect losses, business interruption loss, loss of future revenue, diminution in value, lost profits or income, or loss of business reputation or other opportunity or damages based on a multiplier of earning or other financial measure (other than any such punitive or other damages awarded as a result of a third party claim); (l) any Indemnified Party that becomes aware of a Loss for which it seeks indemnification under this Article X shall be required to use commercially reasonable efforts (i) to mitigate such Loss, and (ii) to obtain insurance proceeds or proceeds from other sources of indemnification available to such Party (in each case consistent with sound and standard business practices of such Party); provided, however, nothing shall be deemed to require initiation of any proceedings; (m) no Party shall have any liability for any Loss which would not have arisen but for any alteration or repeal or enactment of any Law after the Closing Date; (n) the Equity Holders shall have no liability for any Buyer Loss that would not have arisen but for any change in the foregoing limitation shall not apply accounting policies, practices or procedures adopted by Buyer and/or its Affiliates or for any other act or omission by Buyer and/or its Affiliates after the Closing Date; (o) in any case where a Buyer Indemnified Party recovers from any third party any amount in respect of a matter with respect to Losses that arise out of or relate which the Equity Holders have indemnified Buyer pursuant to this Agreement, such Buyer Indemnified Party shall promptly pay over to the representations or warranties made Sellers’ Representative (on behalf of the Stockholders and the Warrant Holder) and to the Company (on behalf of the Option Holders, and which the Company shall promptly distribute to the Option Holders in Sections 4.1 or 4.2.accordance with their respective Pro Rata Percentages and subject to Section 2.8(h)) such Equity Holders’ Pro Rata Percentage of the amount so recovered; (cp) The Purchasers shall not be obligated to indemnify the Seller Indemnitees liability of the Equity Holders for Seller Buyer 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 considered in the aggregate to $25,500,000; providedand shall be determined on a cumulative basis so the Buyer Losses incurred under Article X shall be combined with all other Buyer Losses incurred under Article X for purposes of determining limitations on liability, however, that including the foregoing limitation maximum liability amounts described above; (q) any indemnity payment under this Agreement shall not apply with respect to Losses that arise out of or relate be treated as an adjustment 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 for U.S. federal income tax purposes; and (er) Except as set forth notwithstanding anything in Section 11.5(d)this Agreement to the contrary, no past, present or future director, officer, employee, incorporator, affiliate, management, vendor, service provider, agent, attorney or representative of the Company, any Company Subsidiary, the indemnity Equity Holders or any of Sellers’ Affiliates shall have any liability for (i) any obligations or liabilities 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; providedCompany, 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)any Company Subsidiary, the indemnity obligations Equity Holders or any of Stagecoach II pursuant Sellers’ Affiliates relating to Section 11.2(bor arising from this Agreement or (ii) shall be limited any claim against the Company, any Company Subsidiary, the Equity Holders or any of Sellers’ Affiliates based on, in respect of, or by reason of, the aggregate to $15,000,000transactions contemplated by this Agreement. (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.