Common use of Limitations and Requirements Clause in Contracts

Limitations and Requirements. (a) Seller and Stockholders shall have no obligation to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) of this Agreement unless and until the aggregate of all such Damages exceeds $25,000 (the “Indemnification Basket”), in which event the Buyer Indemnitees shall be entitled to indemnification for all Damages incurred; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon any inaccuracy or breach of any representation or warranty made in or pursuant to Sections 3.2, 3.4, 3.11, 3.12, 3.17, 3.19, 3.20, 3.22(d), 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 (the “Fundamental Representations”) or Sections 7.1(b) through (i) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders shall be obligated to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (i) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $2,500,000. (b) No claim pursuant to Section 7.1(a) or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), shall be made unless written notice pursuant to Section 7.3 is delivered to the Indemnifying Party within two years after the Closing Date; provided, that any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation may be made at any time before the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person with respect to the matters forming the basis for such a claim. (c) Buyer and Parent shall have no obligation to indemnify Seller or Stockholders against Damages pursuant to Section 7.2(a) unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, and then Buyer shall be liable for all such Damages, and the maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages pursuant to Section 7.2(a) shall be limited to $1,000,000. (d) Buyer or Parent, on behalf of itself and any other Buyer Indemnitee, upon notice to Seller and the Shareholders, may set off any amount, determined in good faith, to which it or any Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or the Stockholders pursuant to this Article 7, from amounts due under the Earn Out Agreement. Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. If Buyer or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount of such set off in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released to the party or parties entitled to the receipt thereof. (e) For purposes of this Article 7, in determining whether there has been a breach of any representation or warranty set forth in this Agreement or any other Transaction Document, or the amount of any Damages related to a breach of such representation or warranty, the qualifications as to the materiality of such matters or whether or not any breach results or may result in a Material Adverse Effect (or words of similar import) set forth in such representation or warranty shall be disregarded.

Limitations and Requirements. From and after the Closing: (a) Seller and Stockholders Sellers shall have no obligation to indemnify the Buyer Indemnitees Indemnified Parties against Damages pursuant to Section 7.1(a12.1(i) or 12.2(a) arising out of or based upon any breach of any representation or warranty made in or pursuant to this Agreement (A) unless the Damages related to any such breach (including multiple conditions or events that arise out of or are based upon such breach) are greater than $[********] (the “Individual Threshold”) and (B) unless and until the aggregate of all such Damages (other than Damages that fail to exceed the Individual Threshold) suffered or incurred by all such Buyer Indemnified Parties exceeds $25,000 (the “Indemnification Basket”)[*******], in which event event, the Buyer Indemnitees Indemnified Parties shall be entitled to indemnification for all Damages incurredin the full amount of such Damages; provided, however, that the above limitation limitations shall not be applicable to any claim for Damages based upon any inaccuracy or a breach of any representation or warranty made in or pursuant to Sections Section 3.2, 3.4, 3.114.2, 3.124.4, 3.174.28, 3.194.29, 3.204.30, 3.22(d)4.31, 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 (the “Fundamental Representations”) 4.32 or Sections 7.1(b) through (i) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders shall be obligated to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (i) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $2,500,00010.1 hereof. (b) No Except as may otherwise expressly be provided in this Agreement or any Transaction Document, no claim for indemnification pursuant to this Section 7.1(a) 12 may or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), shall be made unless such claim arises and written notice pursuant to Section 7.3 12.4 or Section 12.5, as applicable, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, is delivered to the Indemnifying Party within two years after on or prior to the Closing Date; provided, that any date on which the representation or warranty on which such claim arising out of or is based upon any inaccuracy ceases to survive as set forth in or breach of any Fundamental Representation may be made at any time before the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person with respect to the matters forming the basis for such a claimSection 14.1. (c) Buyer and Parent shall have no obligation to indemnify Seller or Stockholders against Damages Upon payment in full of any Inter-Party Claim pursuant to Section 7.2(a12.4 or the payment of any judgment or settlement with respect to a Third Party Claim pursuant to Section 12.5, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person (other than the Buyer Indemnified Parties) unless and until with respect to the aggregate amount subject matter of such Indemnification Claim or Third Party Claim. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, and then Buyer shall be liable for all such Damages, and the maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages indemnification has been received pursuant to Section 7.2(a) shall be limited to $1,000,000this Agreement. (d) Buyer or Parent, on behalf of itself and any other Buyer Indemnitee, upon notice to Seller and Nothing in this Agreement shall limit the Shareholders, may set off any amount, determined in good faith, to which it or any Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or the Stockholders pursuant to this Article 7, from amounts due under the Earn Out Agreement. Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement liability of any other remedies that may be available party to it. If Buyer any Third Party under applicable laws where any act or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount omission of such set off party results in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties death or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released to the party or parties entitled to the receipt thereofpersonal injury. (e) For purposes Notwithstanding anything to the contrary in any other provision of this Article 7Agreement, except in determining whether there has been the case of a breach of Section 3.2, 3.4, 4.2 or 4.4, in which case the aggregate liability of each Seller under this Agreement shall not exceed the total amount in cash and Buyer Securities received by the Sellers hereunder (including without limitation all Non-MG Consideration), and except in the case of fraud, in which case the aggregate liability of each Seller under this Agreement shall not be subject to a maximum, the aggregate liability of each Seller under Section 12.1(i) and 12.2(a) shall not exceed, under any representation circumstances whatsoever, (a) up to June 30, 2008, [*******]% ([*******] percent) of the Initial Cash Consideration and the Initial Share Value Amount and (b) from July 1, 2008, [*******]% ([*******] percent) of the total amount in cash and Buyer Securities received by or warranty on behalf of the Sellers hereunder during the Escrow Period (including without limitation all Non-MG Consideration). (f) Notwithstanding anything herein to the contrary, but subject always to the preceding sub-section (e), from and after the Closing, any indemnification by any Seller pursuant to Sections 12.1(i) and 12.2(a) hereof shall be paid from the Escrow Amount pursuant to the terms of the Escrow Agreement, and for the avoidance of doubt, such payment from the Escrow Amount shall be the sole and exclusive recourse of Buyer or Buyer Indemnified Party against the Sellers for any indemnification by any Seller pursuant to Sections 12.1(i) and 12.2(a) hereof. In connection herewith, and as stated in the Escrow Agreement, the parties agree that: (A) On June 30, 2008, the Escrow Agent shall release to the Sellers an amount from the Escrow Fund (the “Escrow Release Amount”) such that the remaining amount in the Escrow Account (the “Remaining Escrow Fund”) shall be equal to [***]% of the total amount in cash and Buyer Securities received by Sellers as of such date (including without limitation all Non-MG Consideration); one third of the Escrow Release Amount shall be released out of the cash portion of the Escrow Fund, and two thirds shall be released out of the Buyer Securities portion of the Escrow Fund; provided that if on June 30, 2008, there are any unresolved or unsatisfied Indemnity Notices or Third Party Indemnity Notices for which indemnification is sought under Section 12.1(i) or 12.2(a), and the amount of Damages reasonably sought thereunder (the “Pending Indemnity Amount”) is higher than the Remaining Escrow Fund, then the Escrow Agent shall release to the Sellers only that portion of the Escrow Fund (in the same one third to two thirds proportion between cash and Buyer Securities) that exceeds the Pending Indemnity Amount; (B) During the Escrow Period, on each of Milestone Ia Payment Date, Milestone Ib Payment Date, Milestone II Payment Date and any Non-MG Consideration Date, Buyer shall pay to the Escrow Agent, for deposit into the Escrow Fund, a portion of the Milestone Ia Consideration, Milestone Ib Consideration, Milestone II Consideration or Non-MG Consideration, as applicable, equal to [***]% of the Milestone Ia Consideration, Milestone Ib Consideration, Milestone II Consideration or Non-MG Consideration, as applicable which shall constitute, if and when received by the Sellers, additional consideration for the sale of the Company Securities hereunder; and (C) On the expiry of the Escrow Period (the “Escrow Release Date”), the Escrow Agent shall pay to the Sellers, as additional consideration for the sale of the Company Securities hereunder, all of the Remaining Escrow Fund, provided, however, that, if on such date there are any unresolved or unsatisfied Indemnity Notices or Third Party Indemnity Notices for which indemnification is sought under Section 12.1(i) or 12.2(a) at such time, then on such date the Escrow Agent shall release to the Sellers only that portion of the Escrow Fund (in a one third to two thirds proportion between cash and Buyer Securities) that exceeds the Pending Indemnity Amount on such date, and the release of any such cash or shares remaining in the Escrow Fund shall be resolved in the manner set forth in this Agreement or any other Transaction Documentthe Escrow Agreement. (g) For the avoidance of doubt, or it is the amount intention of any Damages related to a breach of such representation or warrantythe parties that, the qualifications as subject to the materiality of such matters limitations in Section 12.6 (e) and the amounts contributed into the Escrow Fund pursuant to Section 2.2(c)(v) and Section 12.6(f)(B), any cash or whether or not any breach results or may result in a Material Adverse Effect Buyer Ordinary Shares (or words of similar importAmarin Shares, if applicable) set forth in such representation paid to the Sellers by Buyer directly (or warranty through the Sellers' Representative) or released to the Sellers by the Escrow Agent from the Escrow Fund, shall be disregardeddeemed a final and irrevocable payment to the Sellers and shall not be subject to any claim or demand for indemnification by Buyer or Buyer Indemnified Party under Section 12.1(i) or Section 12.2(a). (h) The liability of the Sellers under Section 12.2 shall be joint and several [*****]: (i) [******] (ii) [******].

Limitations and Requirements. (a) In the absence of fraud or intentional misrepresentation, Seller and Stockholders Parties shall have no obligation to indemnify the Buyer Purchaser Indemnitees against Damages pursuant to Section 7.1(a6.1(a) of this Agreement unless and until the aggregate of all such Damages exceeds $25,000 (the “Indemnification Basket”)Basket Amount, in which event the Buyer Indemnitees Purchaser Indemnities shall be entitled to indemnification for all Damages incurredin excess of the Indemnification Basket Amount; provided, however, that the above limitation with respect to the Indemnification Basket Amount shall not be applicable to any claim for Damages based upon any inaccuracy or a breach of any representation or warranty made in or pursuant to Sections 3.1, 3.2, 3.43.3, 3.7(a), (d), (e) and (f), 3.11, 3.12, 3.17, 3.19, 3.20, 3.22(d), 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 3.26 or 3.29. (b) In the “Fundamental Representations”) or Sections 7.1(b) through (i) absence of this Agreement or to matters arising out of any fraud or intentional misrepresentation of misrepresentation, Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders Parties shall not be obligated to indemnify the Buyer Purchaser Indemnitees against Damages pursuant to Section 7.1(a6.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (i) of this Agreementan aggregate amount that exceeds the Indemnification Cap Amount, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $2,500,000. (b) No claim pursuant to Section 7.1(a) or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), shall be made unless written notice pursuant to Section 7.3 is delivered to the Indemnifying Party within two years after the Closing Date; provided, however, that any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation may be made at any time before the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person foregoing limitation with respect to the matters forming the basis Indemnification Cap shall not be applicable to any claim for such a claim. (c) Buyer and Parent shall have no obligation to indemnify Seller or Stockholders against Damages pursuant to Section 7.2(a) unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, and then Buyer shall be liable for all such Damages, and the maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages pursuant to Section 7.2(a) shall be limited to $1,000,000. (d) Buyer or Parent, on behalf of itself and any other Buyer Indemnitee, based upon notice to Seller and the Shareholders, may set off any amount, determined in good faith, to which it or any Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or the Stockholders pursuant to this Article 7, from amounts due under the Earn Out Agreement. Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. If Buyer or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount of such set off in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released to the party or parties entitled to the receipt thereof. (e) For purposes of this Article 7, in determining whether there has been a breach of any representation or warranty made in or pursuant to Sections 3.1, 3.2, 3.3, 3.7(a), (d), (e) and (f), 3.11, 3.20, 3.23. 3.26 or 3.29. (c) The representations, warranties and covenants and obligations of the Parties under this Agreement are intended to benefit the Parties and shall survive the Closing until the end of the Indemnification Period; provided, however, that: (i) any claims for indemnification made during the Indemnification Period or the periods set forth below in Section 6.5(c)(ii), (iii), and (iv), as applicable, shall survive the Closing until final resolution thereof; (ii) any claims for indemnification relating to the matters set forth in Sections 3.11, 3.20, 3.23, 3.26 or 3.29 or 4.4 or for fraud or intentional misrepresentation shall survive the Closing for a period ending sixty (60) days following the expiration of the applicable statute of limitations; (iii) any claims for indemnification relating to the matters set forth in Sections 3.1, 3.2, 3.3, 3.7(a), (d), (e) and (f), 4.1, 4.2, 4.3 and 4.6 shall survive the Closing indefinitely; and (iv) any claims for indemnification for breaches of any covenants and agreements of the Parties contained in this Agreement Agreement, including the indemnification covenants of the Parties under this Article 6, shall survive the Closing indefinitely, it being understood and agreed that the covenants and agreements of the Parties shall survive the Closing indefinitely. (d) In no event shall an Indemnifying Party be responsible for any Damages that are indirect, special, incidental, consequential or punitive other than with respect to any other Transaction Documentsuch Damages that result from fraud or intentional misrepresentation, or that are asserted by a third party in connection with any third party claim. No Damages shall be determined or increased based on any multiple of any financial measure (including earnings, sales or other benchmarks) that might have been used by the Purchaser in the valuation of the Business. Any Damages hereunder shall be determined without duplication of the amount of any Damages related recovery by reason of the facts giving rise to such indemnification claim based upon a breach of such representation more than one representation, warranty or warranty, the qualifications as to the materiality of such matters or whether or not any breach results or may result in a Material Adverse Effect (or words of similar import) set forth in such representation or warranty shall be disregardedcovenant under this Agreement.

Limitations and Requirements. (a) Seller and Stockholders Shareholders shall have no obligation to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) of this Agreement unless and until the aggregate of all such Damages exceeds $25,000 10,000 (the “Indemnification Basket”), in which event the Buyer Indemnitees shall be entitled to indemnification for all Damages incurred; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon any inaccuracy or breach of any representation or warranty made in or pursuant to Sections 3.2, 3.43.9, 3.113.10, 3.123.15, 3.17, 3.193.18, 3.203.22, 3.22(d)3.25, 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 or 4.1 (the “Fundamental Representations”) or Sections 7.1(b) through (ih) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any StockholderShareholder. The maximum aggregate amount for which Seller and Stockholders Shareholders shall be obligated to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (i) of this Agreementh), or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any StockholderShareholder) shall be limited to $2,500,000600,000. (b) No claim pursuant to Section 7.1(a) or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), shall be made unless written notice pursuant to Section 7.3 is delivered to the Indemnifying Party within two years after the Closing Date; provided, that any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation may be made at any time before the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person with respect to the matters forming the basis for such a claim. (c) Buyer and Parent shall have no obligation to indemnify Seller or Stockholders Shareholders against Damages pursuant to Section 7.2(a) unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, and then Buyer shall be liable for all such Damages; provided, however, that the above limitation shall not be applicable to any claim for Damages based upon any inaccuracy or breach of any representation or warranty made in or pursuant to Section 5.2 or Sections 7.2(b) and the (c) or to matters arising out of any fraud or intentional misrepresentation of Parent or Buyer. The maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages pursuant to Section 7.2(a) (excluding Damages in respect of any inaccuracy in or breach of any representation or warranty made in or pursuant to Section 5.2 or Sections 7.2(b) and (c), or in respect of any matters arising out of any fraud or intentional misrepresentation of Parent or Buyer) shall be limited to $1,000,000600,000. (d) Buyer or Parent, on behalf of itself and any other Buyer Indemnitee, Indemnitee and upon notice to Seller and the Shareholders, may set off any amount, determined in good faith, amount to which it or any Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or the Stockholders Shareholders pursuant to this Article 7, from amounts due against any of the Deferred Payment Obligations payable under the Earn Out AgreementSection 2.7(b). Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. If Buyer or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount of such set off in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released to the party or parties entitled to the receipt thereof. (e) For purposes of this Article 7, in determining whether there has been a breach of any representation or warranty set forth in this Agreement or any other Transaction Document, or the amount of any Damages related to a breach of such representation or warranty, the qualifications as to the materiality of such matters or whether or not any breach results or may result in a Material Adverse Effect (or words of similar import) set forth in such representation or warranty shall be disregarded.

Limitations and Requirements. From and after the Closing: (a) Seller and Stockholders Sellers shall have no obligation to indemnify the Buyer Indemnitees Indemnified Parties against Damages (i) pursuant to Section 7.1(a14.1(i) or 14.2(a) arising out of or based upon any breach of any representation or warranty made in or pursuant to this Agreement (A) unless the Damages related to any such breach (including multiple conditions or events that arise out of or are based upon such breach) are greater than $10,000 (the "Individual Threshold") and (B) unless and until the aggregate of all such Damages (other than Damages that fail to exceed the Individual Threshold) suffered or incurred by all such Buyer Indemnified Parties exceeds $25,000 (the “Indemnification Basket”)1,000,000, in which event event, the Buyer Indemnitees Indemnified Parties shall be entitled to indemnification for all Damages incurredin the full amount of such excess; provided, however, that the above limitation limitations shall not be applicable to any claim for Damages based upon any inaccuracy or a breach of any representation or warranty made in or pursuant to Sections 3.2, 3.4, 3.114.2, 3.124.4, 3.17or 10.1 hereof. (b) In the absence of fraud, 3.19, 3.20, 3.22(d), 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 (the “Fundamental Representations”) or Sections 7.1(b) through (i) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders Sellers shall not be obligated to indemnify the Buyer Indemnitees Indemnified Parties against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through to: (i) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $2,500,000. (b) No claim pursuant to Section 7.1(a14.1(i) or Section 7.2(a14.2(a), (e) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except f) to the extent that any such claim can be made for any other reason under Section 7.1 payments thereof by or Section 7.2 or other provision on behalf of Sellers to the Buyer Indemnified Parties pursuant to the terms of this Agreement), shall be made unless written notice pursuant to Section 7.3 is delivered to Agreement exceed the Indemnifying Party within two years after the Closing DateGeneral Escrow Amount; provided, however, that the limitations set forth in this Section 14.6(b)(i) shall not apply to any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation may be representation or warranty made at any time before in Sections 3.2, 3.4, 4.2, or 4.4 hereof, the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person with respect to the matters forming the basis for such a claim.which are set forth in clause (ii) of this Section 14.6(b); (cii) Buyer and Parent shall have no obligation to indemnify Seller Section 14.1(i) or Stockholders against Damages pursuant to Section 7.2(a14.2(a) unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, and then Buyer shall be liable for all if such Damages, and the maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages pursuant to Section 7.2(a) shall be limited to $1,000,000. (d) Buyer or Parent, claim is based on behalf of itself and any other Buyer Indemnitee, upon notice to Seller and the Shareholders, may set off any amount, determined in good faith, to which it or any Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or the Stockholders pursuant to this Article 7, from amounts due under the Earn Out Agreement. Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. If Buyer or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount of such set off in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released to the party or parties entitled to the receipt thereof. (e) For purposes of this Article 7, in determining whether there has been a breach of any representation or warranty set forth made in Sections 3.2, 3.4, 4.2, or 4.4, or pursuant to Section 14.1(ii), or Sections 14.2(b) or (g), in each case to the extent that payments thereof by or on behalf of Sellers to the Buyer Indemnified Parties pursuant to the terms of this Agreement exceed the Purchase Price; (iii) Section 14.2(d), to the extent that payments thereof by or on behalf of Sellers to the Buyer Indemnified Parties pursuant to the terms of this Agreement exceed the Tax Escrow Amount; and (iv) Section 14.2(c), to the extent that payments thereof by or on behalf of Sellers to the Buyer Indemnified Parties pursuant to the terms of this Agreement exceed the T-I Escrow Amount; provided, however, that the aggregate of all amounts paid to the Buyer Indemnified Parties pursuant to claims made under Section 14.1 and Section 14.2 shall not exceed the Purchase Price. (c) Except as may otherwise expressly be provided in this Agreement or any other Transaction Document, no claim for indemnification pursuant to this Section 14 may or shall be made unless such claim arises and written notice pursuant to Section 14.4 or Section 14.5, as applicable, is delivered to the Indemnifying Party in accordance with Section 14.8. (d) Notwithstanding anything herein to the contrary, except as set forth in Section 14.1, no Seller shall in any way be liable for any amount in excess of such Seller's Ownership Percentage of any Damages related and the aggregate liability of any Seller under this Section 14 for any Damages, as further limited under this Section 14.6(d), shall in no event exceed the aggregate amount of the portion of the Aggregate Cash Proceeds, the Specified Employees Bonus Amount and the Accrued Dividend Amount paid to a the Sellers' Representative, the Escrow Agent and the Reserve Account on behalf of such Seller pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, no Seller shall be liable or responsible, directly or indirectly, for any Damages for any breach of such representation any representation, warranty or warranty, the qualifications as covenant made by any other Seller. Notwithstanding anything contained in this Agreement to the materiality contrary, no Buyer Indemnified Party shall have any right to indemnification under Section 14.2(a) with respect to any Damages to the extent specifically accrued for in the Balance Sheet or the Interim Balance Sheet; provided however, that this limitation shall not apply to any claim for indemnification pursuant to Section 14.2(b)-(g). (e) The Sellers and Buyer acknowledge, on their behalf and, in the case of such matters or whether or not any breach results or may result in a Material Adverse Effect (or words Buyer, on behalf of similar import) the other Buyer Indemnified Parties that, after the Closing, their sole and exclusive remedy with respect to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in such representation this Section 14 (other than claims and causes of action based on fraud); provided that this shall not affect the right of any party to seek or warranty obtain specific performance or other equitable remedies. (f) Upon payment in full of any Inter-Party Claim pursuant to Section 14.4 or the payment of any judgment or settlement with respect to a Third Party Claim, the Indemnifying Party shall be disregardedsubrogated to the extent of such payment to the rights of the Indemnified Party against any Person (other than the Buyer Indemnified Parties) with respect to the subject matter of such Indemnification Claim or Third Party Claim; provided, however, that such Person is not then or projected to be a customer or supplier of the Company or any of its Subsidiaries. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Damages for which indemnification has been received pursuant to this Agreement.

Limitations and Requirements. (a) Seller and Stockholders shall have no obligation to indemnify the Company, Buyer Indemnitees or any other person against Damages pursuant to Section 7.1(a) 8.1 of this Agreement unless and until the aggregate of all such Damages suffered or incurred by Company, Buyer and such persons exceeds $25,000 (the “Indemnification Basket”), 30,000; in which event the Company, Buyer Indemnitees and such persons shall be entitled to indemnification for the full amount of all Damages incurred; providedsuffered or incurred in excess of $30,000 (only). Seller shall have no obligation to pay to Company or Buyer or any other indemnitee hereunder any indemnification payment amounts in excess of $3,000,000 in the aggregate. (b) Except as may otherwise expressly be provided in this Agreement, however, that the above limitation shall not be applicable to any no claim for Damages arising out of or based upon any inaccuracy in or breach of any representation or warranty made contained in or pursuant to Sections 3.2, 3.4, 3.11, 3.12, 3.17, 3.19, 3.20, 3.22(d), 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 (the “Fundamental Representations”) or Sections 7.1(b) through (i) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders shall be obligated to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (i) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $2,500,000. (b) No claim pursuant to Section 7.1(a) or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), Transaction Document shall be made unless a claim arises and written notice pursuant to Section 7.3 8.4 is delivered to the Indemnifying Party within two (2) years after the Closing Date; provided, provided that any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation representation or warranty made in or pursuant to: (i) Sections 3.1, 3.3, 4.2, 4.4, 5.1, 5.2 or 5.6 may be made at any time; and (ii) Sections 4.16 or 4.17 may be made at any time before the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person the appropriate taxing or other regulatory agency with respect to the matters forming the basis for such a claim. (c) Buyer and Parent Except as expressly provided herein, Seller shall have no obligation to indemnify Seller rights, hereunder or Stockholders against Damages pursuant to Section 7.2(a) unless and until the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall exceed the Indemnification Basket, and then Buyer shall be liable for all such Damages, and the maximum aggregate amount of the Buyer’s obligation to indemnify Seller Indemnitees against Damages pursuant to Section 7.2(a) shall be limited to $1,000,000. (d) Buyer or Parent, on behalf of itself and any other Buyer Indemnitee, upon notice to Seller and the Shareholders, may set off any amount, determined in good faithotherwise, to which it indemnification or contribution from Company with respect to any Buyer Indemnitee may be entitled under any Transaction Document, including any amounts owed by Seller or the Stockholders pursuant to this Article 7, from amounts due under the Earn Out Agreement. Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. If Buyer or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount of such set off in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released matter arising prior to the party or parties entitled to the receipt thereof. (e) For purposes date of this Article 7Agreement, including, without limitation, any inaccuracy in determining whether there has been a or breach of any representation or warranty set forth of Company made in or pursuant to this Agreement or any Transaction Document, or any breach or nonfulfillment of any covenant or obligation of Company contained in this Agreement or any other Transaction Document, and Seller hereby irrevocably releases Company from any liability for any such claim; provided, however, that the foregoing shall not be deemed to release or waive (i) any claim for indemnification, whether already arisen or yet to arrive, to which Seller otherwise would be entitled by virtue of or in connection with his service as an officer and director of Company pursuant to applicable statutes or as described in Company's articles or by-laws; or (ii) any claim arising or yet to arise under the amount of any Damages related to a breach of such representation or warrantyEmployment Agreement, the qualifications as Lease or any other agreement, arrangement or relationship existing by and between Seller (or Seller's Affiliates) and Company after the date of this Agreement. (d) The indemnification obligations of the parties contained herein are not intended to waive or preclude any other claims, rights or remedies which may exist at law (whether statutory or otherwise) or in equity with respect to the materiality of such matters or whether or not any breach results or may result in a Material Adverse Effect (or words of similar import) set forth in such representation or warranty shall be disregardedcovered by the indemnifications.

Limitations and Requirements. (a) Seller and Stockholders shall have Except as may otherwise expressly be provided in this Agreement, no obligation to indemnify the Buyer Indemnitees against Damages claim pursuant to Section 7.1(a9.1(a) or Section 9.2 arising out of this Agreement unless and until the aggregate of all such Damages exceeds $25,000 (the “Indemnification Basket”), in which event the Buyer Indemnitees shall be entitled to indemnification for all Damages incurred; provided, however, that the above limitation shall not be applicable to any claim for Damages or based upon any inaccuracy in or breach of any representation or warranty made contained in or pursuant to Sections 3.2, 3.4, 3.11, 3.12, 3.17, 3.19, 3.20, 3.22(d), 3.23, 3.24, 3.27, 4.1, 4.2 and 4.3 (the “Fundamental Representations”) or Sections 7.1(b) through (i) of this Agreement or to matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder. The maximum aggregate amount for which Seller and Stockholders shall be obligated to indemnify the Buyer Indemnitees against Damages pursuant to Section 7.1(a) (excluding Damages in respect of any inaccuracy in or breach of any Fundamental Representation or Sections 7.1(b) through (i) of this Agreement, or in respect of any matters arising out of any fraud or intentional misrepresentation of Seller or any Stockholder) shall be limited to $2,500,000. (b) No claim pursuant to Section 7.1(a) or Section 7.2(a) or otherwise in respect of any inaccuracy in or breach of a representation or warranty of this Agreement (except to the extent that any such claim can be made for any other reason under Section 7.1 or Section 7.2 or other provision of this Agreement), Transaction Document shall be made unless written notice pursuant to Section 7.3 9.3 is delivered to the Indemnifying Party within two years six months after the Closing Date; provided, that PROVIDED THAT any such claim arising out of or based upon any inaccuracy in or breach of any Fundamental Representation representation or warranty made in or pursuant to: (i) Sections 4.1, 4.2, 4.3, 4.4, 4.17, 4.20, 5.1, 5.2 or 5.3 may be made at any time; and (ii) Sections 4.6, 4.10, 4.18, or 4.19 may be made at any time before the date that is 60 days after the expiration of the longest statute of limitations period applicable to an action brought by any Person or Authority with respect to the matters forming the basis for such a claim. (b) The indemnification obligations of Seller contained herein are not intended to waive or preclude any other claims, rights or remedies that may exist in equity with respect to the matters covered by the indemnifications. (c) Buyer and Parent The amounts for which any Indemnifying Party may be liable for a claim under this Section 9 shall be net of any insurance proceeds actually received by the Indemnified Party in connection with facts giving rise to such claim. (d) Notwithstanding the foregoing provisions of this Section 9, Buyer, on behalf of each of the Indemnified Persons, agrees that the Indemnified Persons shall have no obligation right to indemnify Seller or Stockholders against Damages pursuant indemnity under the provisions of Sections 9.1(a) and liabilities under 9.1(c)(ii) resulting from Buyer's failure to comply with the proviso at the end of that Section 7.2(a) unless and until such time as the aggregate amount of Damages for which Buyer would otherwise be obligated to indemnify Seller Indemnitees shall suffered or incurred by all of the Indemnified Persons, as a group, exceeds $250,000 (the "INDEMNITY BASKET"), and that if such aggregate Damages as aforesaid do eventually exceed the Indemnification Indemnity Basket, and then Buyer the full amount shall thereupon be liable for all such Damages, and the subject to indemnification hereunder. (e) The maximum aggregate amount payable by Seller for any and all Damages or any other matter whatsoever arising out of, related to, or in connection with, this Agreement, any of the Buyer’s obligation to indemnify other documents or certificates delivered hereby, or any of the transactions contemplated hereby or thereby, is $15,000,000 (the "CAP"), except in the case of actual fraud, in which case the Cap shall be the amounts actually received by Seller Indemnitees against Damages from Buyer pursuant to Section 7.2(a) shall be limited to $1,000,000this Agreement. (df) Buyer or ParentThe parties further agree that (i) there shall not be any multiple recovery for any Damages and (ii) indemnification under this Section 9, on behalf the payment of itself the Break Up Fee (as defined in Section 10.4(b)) and any other Buyer Indemnitee, upon notice right to Seller and the Shareholders, may set off any amount, determined in good faith, to which it or any Buyer Indemnitee may be entitled under any Transaction Documentequitable remedies, including any amounts owed by Seller or the Stockholders pursuant to this Article 7specific performance, from amounts due under the Earn Out Agreement. Neither the exercise of nor the failure to exercise such right of set off will consitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies that may be available to it. If Buyer or Parent exercises its rights pursaunt to this Section 7.5(d), Buyer or Parent, as applicable, shall place the amount of such set off in an interest bearing escrow account, on such terms and conditions which are mutually agreeable to Seller, the Stockholders and the applicable Buyer Indemnified Party. Upon a final determination, whether by mutual written agreement of the parties or upon the non-appealable adjudication of the applicable dispute, the escrowed sum, plus the accrued and unpaid interest on such sum, shall be released to the party or parties entitled to the receipt thereofBuyer's only remedies for breaches of representations, warranties and covenants under this Agreement. (e) For purposes of this Article 7, in determining whether there has been a breach of any representation or warranty set forth in this Agreement or any other Transaction Document, or the amount of any Damages related to a breach of such representation or warranty, the qualifications as to the materiality of such matters or whether or not any breach results or may result in a Material Adverse Effect (or words of similar import) set forth in such representation or warranty shall be disregarded.