Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller The Securityholders shall not be required have no liability pursuant to indemnify Purchaser, and Purchaser shall not be required Section 8.2(a)(i) or Section 8.2(b)(i) with respect to indemnify Seller, unless Losses except to the extent that the aggregate amount of all such Losses incurred by Purchaser or Seller pursuant exceeds an amount equal to Section 5.1 or 5.2 $3,000,000 (as the case may be“Basket”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, howeverthat, in the event the Basket is exceeded, all of the applicable Losses from the first Dollar shall, subject to the other terms and conditions hereof, be recoverable; and; provided, further, that the limitations contained in this sentence and the immediately preceding sentence Section 8.4(a) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation and warranty based on Fraud or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableintentional misrepresentation of a material fact (but not negligent misrepresentation). (b) Neither SellerThe Securityholders shall have no liability pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) with respect to Losses in excess of the Indemnity Escrow Amount, on and the one hand, nor Purchaser, on the other hand, Indemnity Escrow Amount fund and Earnout setoffs contemplated in Section 8.8 shall be obligated to indemnify the other for sole sources of recovery by a Buyer Indemnified Person in respect of such Losses that exceed $60 million (and in the aggregate with all Losses asserted by such partypriorities contemplated in Section 8.8); provided, however, that the limitations contained in this sentence Section 8.4(b) shall not apply to any claim breach of common law fraud, alleged to have been committed by any representation and warranty based on Fraud or on behalf intentional misrepresentation of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablea material fact (but not negligent misrepresentation). (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to The Securityholders shall have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be no liability pursuant to the indemnification provisions set forth Section 8.2(a)(i) or Section 8.2(b)(i) for Losses in this Article Vrespect of any individual claim unless such Losses arising from such individual claim exceed $15,000; provided, however, that the parties may seek this Section 8.4(c) shall not apply to enforce specifically this Agreement any breach of any representation and the terms and conditions hereofwarranty based on Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation). (d) Nothing Other than with respect to Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation), (i) no Securityholder (other than Key Members) shall have any liability pursuant to Article 8 in an aggregate amount greater than the portion of the Purchase Price such Securityholder actually receives and (ii) no Key Member shall have any liability pursuant to Article 8 in an aggregate amount greater than the aggregate portion of the Purchase Price actually received by all Key Members. (e) Other than with respect to Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation), Buyer shall have no liability pursuant to Article 8 in excess of the Purchase Price. (f) The Securityholders shall have no liability pursuant to Section 8.2 with respect to a Loss to the extent such Loss relates to any item included on, or is a liability reserved or accrued for (whether in whole or in part) in, the Closing Statement or that is otherwise taken into account in the calculation of any adjustment to the Purchase Price pursuant to Article 2. Without limiting the foregoing, the Buyer Indemnified Persons will not be entitled to recover any Losses relating to any matter arising under, or any facts and circumstances relating to or arising out of, a provision of this Article V shall affect Agreement to the rights and remedies extent that the Buyer Indemnified Persons (i) have already recovered Losses with respect to such matter pursuant to another provision of Purchaser this Agreement or Seller (ii) have already recovered the Losses with respect to such matter from another Securityholder. (g) If a state of facts exists that would allow a Buyer Indemnified Person to seek recovery under both Section 8.2(a)(i) (with respect to any breach by of a representation or warranty of the Company other than any Fundamental representation) and Section 8.2(a)(iii) (solely with respect to failure of the Company to notify Buyer of such breach pursuant to Section 6.12) or Section 8.2(b)(i) (with respect to any breach of a representation or warranty of a Securityholder other than any Fundamental representation) and Section 8.2(b)(iii) (solely with respect to failure of the Securityholder Representative or Member to notify Buyer of such breach pursuant to Section 6.12), then such Buyer Indemnified Person may only seek recovery for Losses under Section 8.2(a)(i) or Section 8.2(b)(i), as applicable. For the avoidance of doubt, the foregoing shall not prohibit any Buyer Indemnified Person from seeking recovery under Section 8.2(a)(iii) or Section 8.2(b)(iii) for breach of any covenant other than Section 6.12 in respect of their covenants such state of facts. (h) If a state of facts exists that would allow a Securityholder Indemnified Person to seek recovery under both Section 8.3(a) (with respect to any breach of a representation or agreements warranty of Buyer other than any Fundamental representation) and Section 8.3(c) (solely with respect to be performed at or after failure of Buyer to notify the Effective TimeCompany, the Securityholder Representative and the Members of such breach pursuant to Section 6.12), then such Securityholder Indemnified Person may only seek recovery for Losses under Section 8.3(a). For the avoidance of doubt, the foregoing shall not prohibit any Securityholder Indemnified Person from seeking recovery under Section 8.3(c) for breach of any covenant other than Section 6.12 in respect of such state of facts.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless have any liability under this Section 7 until the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Claims described in Section 5.1 or 5.2 7.1 exceeds $150,000 (as the case may be"Threshold Amount"), exceeds $3 millionand then only for the amount by which such Claims exceed the Threshold Amount. Once such Upon reaching the Threshold Amount, Seller shall be liable to the Purchaser Indemnified Parties with respect to Claims described in Section 7.1 in excess of the Threshold Amount up to an aggregate amount of Losses incurred by Purchaser$2,500,000 (the "Cap"). Notwithstanding anything contained herein to the contrary, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained set forth in this sentence and the immediately preceding sentence shall Section 7.4(a) will not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims a Claim (i) for indemnification relating to the a breach of any a representation or warranty contained in Section 6.14 4.2(a) or the first sentence of Section 4.3, (ii) under Sections 7.1(b)-(j), (iii) under Section 7.1(k) except to any Transferred Liabilities the extent the Claim relates to enforcement of indemnification rights under Section 7.1(a) (in which case the Claim, to the extent otherwise applicable hereunder, will be subject to the Threshold Amount and the Cap), or Excluded Liabilities, as applicable(iv) for fraud. (b) Neither SellerParent nor Purchaser shall have any liability under this Section 7 until the aggregate amount of all Claims described in Section 7.2 exceeds the Threshold Amount, on and then only for the one handamount by which such Claims exceed the Threshold Amount. Upon reaching the Threshold Amount, nor Purchaser, on the other hand, Parent and Purchaser shall be obligated liable to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Seller Indemnified Parties with respect to any and all claims relating Claims described in Section 7.2 in excess of the Threshold Amount up to an aggregate amount equal to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant Cap. Notwithstanding anything contained herein to the indemnification provisions contrary, the limitations set forth in this Article V; providedSection 7.4(b) will not apply to a Claim (i) under Sections 7.2(a), however7.2(c)-(e), that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. 7.2(g), (dii) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.under 7.2

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser, and Purchaser shall not be required to indemnify Seller, -Related Entities under this Agreement unless the aggregate amount of all Losses incurred amounts for which an indemnity would otherwise be payable by Purchaser or Seller pursuant to under Section 5.1 or 5.2 (as 12.1 above exceeds the case may be)Basket Limitation and, exceeds $3 million. Once in such aggregate event, Seller shall be responsible for the entire amount of Losses incurred by Purchaserincluding all amounts representing the Basket Limitation, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on in no event shall the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim liability of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of their covenants any representation, warranty or agreements covenant of Seller contained in this Agreement (a "Purchaser-Waived Breach") and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to be performed have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, at law or after in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the Effective Timecontrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement.

Limitations on Indemnification. (a) Seller shall not be required Subject to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence Agreement, with respect to the matters described in [*], the Company will have no Liability with respect to such matters until Buyer Indemnitees have suffered aggregate Losses by reason of all such breaches in excess of [*] U.S. Dollars ($[*]) (the “Threshold”), after which point the Company will be obligated to indemnify Buyer Indemnitees from and against all Losses above the immediately preceding sentence Threshold; provided, that the foregoing limitations shall not apply to in respect of any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification Losses relating to the breach of any representation [*] or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable[*]. (b) Neither SellerExcept with respect to [*] or [*], on in no event shall the one handCompany’s aggregate Liability (whether satisfied from the Escrow Fund, nor Purchaser, on set-off against the other hand, shall be obligated to indemnify Contingent Payments or payment directly by the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims Company) for indemnification for Transferred Liabilities pursuant to [*] exceed: (i) with respect to [*], other than with respect to [*], an aggregate amount equal to the sum of [*] plus [*] that [*]; (ii) with respect to [*], an aggregate amount equal to the sum of [*] plus [*] that [*]; and (iii) with respect to [*], including [*] and [*], the sum of [*] plus [*] that [*] (the applicable amount under clauses “(i),” “(ii)” or Excluded Liabilities, as applicable“(iii),” the “Cap”). (c) Following the Closing, the sole and exclusive remedy of the parties hereto Except with respect to any [*] or [*], in no event shall Buyer’s aggregate Liability for indemnification with respect to [*] exceed [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and all claims relating filed separately with the Securities and Exchange Commission pursuant to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf Rule 24b-2 of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; providedSecurities Exchange Act of 1934, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofas amended. (d) Nothing in The Buyer Indemnitees shall be entitled to, and shall seek payment of, indemnification obligations pursuant to this Article V shall affect the rights and remedies of Purchaser or Seller ARTICLE 7: (i) with respect to any breach [*] (except for [*] or [*]) first by making a claim against the other of any of their covenants or agreements to be performed at or Escrow Fund, and after the Effective TimeEscrow Fund has been exhausted (or is subject to then pending claims that, in the aggregate, equal or exceed the amount held thereunder), then by [*], (ii) with respect to [*], by making a claim against the Escrow Fund or [*], or, after such time as the Escrow Fund has been exhausted, by [*], and (iii) with respect to [*], by [*], by [*], or by [*] (in all cases subject to the limits above). (e) In no event shall the Company or its Affiliates have any Liability to indemnify any Buyer Indemnitee for [*] (except to the extent such Buyer Indemnitee is liable for such damages and losses to a third party).

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless (i) the aggregate amount liability of all Losses incurred by Purchaser or Seller each of Parent and Buyer pursuant to Section 5.1 8.2 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerSection 8.3, as the case may be, shall thereupon not exceed the Base Purchase Price, except that the foregoing limitation shall not apply to Parent’s obligations under Section 8.2(d), (e) and (g) or Buyer’s obligations under Section 8.3(c); (ii) the aggregate liability of Parent or Buyer pursuant to Sections 8.2(a), or 8.3(a), as the case may be entitled (other than in respect of any inaccuracy or breach of the Specified Representations), shall not exceed, as to indemnification only for amounts each party, an amount equal to 30% of the Purchase Price; (iii) the aggregate liability of Parent pursuant to Section 8.2(g) shall not exceed an amount equal to 30% of the Base Purchase Price, and (iv) the liability of Parent and Buyer pursuant to Sections 8.2(l)8.3(c) and 8.3(d), as the case may be, shall be as set forth in excess of such $3 millionSection 8.9; provided, however, that the limitations contained in this sentence clauses (i), (ii) and the immediately preceding sentence (iii) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableWillful Breach. (b) Neither Sellerno Indemnified Party will be entitled to recover Remote Damages pursuant to Sections 8.2 or 8.3, on except to the one handextent that Remote Damages are awarded in the case of fraud or to the extent such damages are actually paid by the Indemnified Party to a third Person pursuant to a final, nor Purchasernon-appealable Order or settlement in any Third-Party Claim, on in which case such Remote Damages paid to such third Person shall be considered Losses for which recovery may be sought in accordance with the other handterms of this Agreement; (c) no claim for indemnification may be made (i) by a Buyer Indemnitee pursuant to Section 8.2(a) or by a Seller Indemnitee pursuant to Section 8.3(a) unless written notice of such claim (describing the facts or events giving rise to such claim with reasonable specificity to the extent of the knowledge of the noticing party) has been given to the party from whom indemnification is sought (the “Indemnifying Party”) during the relevant survival period set forth in Section 8.1 (which will be the survival period of the representation and warranty alleged to have been breached); or (ii) by a Buyer Indemnitee pursuant to Section 8.2(g) unless written notice of such claim (describing the facts or events giving rise to such claim with reasonable specificity to the extent of the knowledge of the noticing party) has been given to Parent prior to the seventh (7th) anniversary of the Closing Date; (d) Parent shall have no liability pursuant to Section 8.2(a): (i) for any Losses with respect to an individual matter or series of related matters until the cumulative aggregate amount of the Losses with respect to such matter or series of related matters arising out of the same facts or circumstances exceeds U.S.$175,000 (the “Threshold Amount”), in which case the amount of all such Losses (including those that are less than the Threshold Amount) shall be included for purposes of computing the Losses that are indemnifiable hereunder and/or applicable against the Basket Amount pursuant to clause (ii) below; and (ii) until the aggregate amount of the Losses of the Buyer Indemnitees for which indemnification would otherwise be available under Section 8.2(a) exceeds 0.75% of the Base Purchase Price (the “Basket Amount”), after which Parent will be obligated to indemnify for only that portion of such Losses of the other for Losses Buyer Indemnitees that exceed $60 million in the aggregate with all Losses asserted by such partyBasket Amount; provided, however, that the limitations contained on liability set forth in this sentence clause (d) shall not apply to Losses incurred by a Buyer Indemnitee by reason of any claim inaccuracy or breach of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablea Specified Representation. (ce) Following Parent shall have no liability pursuant to Section 8.2(g) until the Closing, the sole and exclusive remedy aggregate amount of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf Losses of the indemnifying party or an Affiliate thereof upon Buyer Indemnitees for which indemnification would otherwise be available under Section 8.2(g) exceeds 1.0% of the indemnified party) shall Base Purchase Price (the “Environmental Deductible”), after which Parent will be pursuant obligated to indemnify Buyer Indemnitee for only Sellers’ Portion of such Losses of the indemnification provisions set forth in this Article VBuyer Indemnitees that exceed the Environmental Deductible; provided, however, that the parties may seek limitations on liability set forth in this clause (e) shall not apply to enforce specifically this Agreement Losses incurred by a Buyer Indemnitee by reason of any inaccuracy or breach of the representations and the terms and conditions hereofwarranties set forth in Section 2.14. (df) Nothing in this Article V Parent shall affect have no liability pursuant to Section 8.2 for any Loss to the rights and remedies of Purchaser or Seller extent a specific identified reserve with respect to such Loss is reflected in the Purchase Price Adjustments for Closing Working Capital or Transferred Company Indebtedness or reflected on Schedule 8.4(f) of the Disclosure Letter. (g) Notwithstanding any other provision of this Agreement, Parent’s obligations under Section 8.2(a) in respect of any asserted breach or inaccuracy of the representations and warranties set forth in Section 2.14 related to a Remedial Action shall be limited to the amount of the least stringent, lowest cost approach to Remedial Action that is allowed under Environmental Requirements or by the other relevant Governmental Authority, that in either case is consistent with continued prudent operation of the relevant facility and generally accepted industry practices and that is reasonably available. (h) Parent shall have no liability under Section 8.2(d) with respect to the Leased Sites for Losses to the extent occurring as a result of or triggered by (i) the closure, decommissioning or demolition after the Closing of any part of their covenants any facility or agreements structure of any Transferred Company, other than as required under a Lease Agreement; or (ii) under Section 8.2 to the extent occurring as a result of or triggered by any sampling, monitoring, testing, or surface or subsurface investigation conducted after the Closing that is not expressly required pursuant to an Environmental Requirement of any Governmental Authority (except where the Governmental Authority has requested such Remedial Action by reason of a request initiated by Buyer or its Representatives). Notwithstanding the foregoing, Buyer shall be permitted to conduct any routine maintenance of any existing facility or structure on the Leased Sites without affecting the liability of Parent under Section 8.2(d) with respect to the Leased Sites. (i) Parent shall have no liability under Section 8.2(g) for Losses to the extent occurring as a result of or triggered by (i) the closure, decommissioning or demolition after the Closing of any part of any facility or structure of any Transferred Company; or (ii) under Section 8.2 to the extent occurring as a result of or triggered by any sampling, monitoring, testing, or surface or subsurface investigation conducted after the Closing that is not expressly required pursuant to an Environmental Requirement of any Governmental Authority (except where the Governmental Authority has requested such Remedial Action by reason of a request initiated by Buyer or Representatives). Notwithstanding the foregoing, Buyer shall be permitted to conduct the following activities without affecting the liability of Parent under Section 8.2(g): (A) any routine maintenance of any existing facility or structure; (B) any demolition of any portion of any existing facility or structure and related utilities down to ground surface (but not below ground surface unless necessary to properly isolate the underground structure from the operating portions of the facility); and (C) any construction of new facilities or modification of any existing facility or structure but not environmental sampling facilities other than sampling that would be performed by a reasonable and prudent operator acting without the benefit of indemnification; provided, however, that, in each case (1) Buyer shall provide written notice to Parent at or least thirty (30) days prior to such activity with information sufficient to enable Parent reasonably to evaluate the extent and nature of the contemplated disturbance of the property; (2) Parent shall have thirty (30) days in which to provide Buyer with comments and suggestions on the activity; and (3) Buyer shall take into account and, where commercially reasonable, accommodate Parent’s comments and suggestions regarding the activity. (j) For purposes of Section 8.2(g), Losses shall not include (i) any Losses arising primarily from any change to a non-industrial use of the Real Property by Buyer after the Effective TimeClosing; (ii) any Loss resulting primarily from any increase in, worsening of or other adverse change in any Environmental Condition that arises from any act or omission attributable to Buyer or any Transferred Company (and their Representatives) following the Closing; and (iii) any expense related to management or employee time (whether opportunity costs, direct costs or otherwise). (k) For purposes of Section 8.2(d) with respect to the Leased Sites, Losses shall not include (i) any Losses arising primarily from any change in use of the Real Property by Buyer after the Closing (including an increase in capacity of the facilities or structures thereon) other than as required under a Lease Agreement; (ii) any Loss resulting primarily from any increase in, worsening of or other adverse change in any Environmental Condition that arises from any act or omission attributable to Buyer or any Transferred Company (or their Representatives) following the Closing; (iii) any Loss resulting from any Environmental Condition caused or created by Buyer or its Representatives, or that arises from Buyer’s operation of the Business or a change in Legal Requirements applicable thereto (except as it relates to Pre-Closing Environmental Conditions), in each case, during the term of the applicable Lease Agreement; and (iv) any cost and expense related to Buyer’s management or employee time (whether opportunity costs, direct costs or expenses, or otherwise). (l) Buyer and Parent shall each take, and shall cause their respective Affiliates to take, all reasonable measures consistent with the safe and prudent operation of the applicable property to mitigate any Loss for which indemnification may be sought hereunder promptly upon a responsible officer or employee of an Indemnified Party or its Affiliates becoming aware of such Loss, and neither Buyer nor Parent shall be liable for any Loss to the extent the Indemnified Party or its Affiliates could have mitigated such Loss by taking measures consistent with the safe and prudent operation of the applicable property after a responsible officer or employee of such Indemnified Party or its Affiliates becomes aware thereof. (m) The Seller Indemnitees shall have no recourse against any Transferred Company, their Affiliates or their respective Representatives, assigns or successors for any indemnification claim asserted by a Buyer Indemnitee.

Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller The Osmotica Shareholders shall not have any liability under Section 9.01(a) unless the aggregate liability for Losses suffered by the Vertical/Trigen Indemnitees thereunder exceeds $9,675,000, and then only to the extent of such excess, (ii) the Osmotica Shareholders’ aggregate maximum liability under Sections 9.01(a), 9.01(g) and 9.01(h) shall not exceed the amount then-available in the Osmotica Indemnification Escrow Account and (iii) the Osmotica Shareholders shall not have any liability under Section 9.01(a) for any individual Loss of less than $100,000 (the “Mini-Basket”) and such individual Losses shall not be required to indemnify Purchaser, aggregated for purposes of the preceding clauses (i) and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may beii), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained on liability in this sentence the foregoing clauses (i), (ii) and the immediately preceding sentence (iii) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating (A) to the extent a breach of any representation or warranty of the Osmotica Shareholders or Osmotica contained in Section 6.14 Article III constitutes actual fraud by any Osmotica Shareholder or Osmotica, (B) to any Transferred Liabilities breach of the Osmotica Fundamental Representations, or (C) for the avoidance of doubt, to any claims pursuant to Sections 9.01(b) through 9.01(f) (clauses (A) through (C), collectively, the “Vertical/Trigen Excluded LiabilitiesClaims”), as applicableand Losses on account of Vertical/Trigen Excluded Claims instead shall not exceed $322,500,000 in the aggregate (such amount, the “Osmotica Excluded Claim Cap”). (b) Neither Seller, on (i) The Vertical/Trigen Shareholders shall not have any liability under Section 9.02(a) unless the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other aggregate liability for Losses that suffered by the Osmotica Indemnitees thereunder exceeds $3,000,000, and then only to the extent of such excess, (ii) the Vertical/Trigen Shareholders’ aggregate maximum liability under Sections 9.02(a), 9.02(e) and 9.02(f) shall not exceed $60 million the amount then-available in the aggregate with all Vertical/Trigen Indemnification Escrow Account, and (iii) the Vertical/Trigen Shareholders shall not have any liability under Section 9.02(a) for any individual Loss of less than the Mini-Basket and such individual Losses asserted by such partyshall not be aggregated for purposes of the preceding clauses (i) and (]); provided, however, that the limitations contained on liability in this sentence the foregoing clauses (i), (ii) and (iii) shall not apply (A) to the extent a breach of any representation or warranty of the Vertical/Trigen Shareholders or Vertical/Trigen contained in Article IV constitutes actual fraud by any Vertical/Trigen Shareholder or Vertical/Trigen, (B) to any claim of common law fraud, alleged to have been committed by or on behalf breach of the indemnifying party Vertical/Trigen Fundamental Representations, or an Affiliate thereof upon (C) for the indemnified party or avoidance of doubt, to any claims for indemnification for Transferred Liabilities or pursuant to Sections 9.02(b) through 9.02(d) (clauses (A) through (C), collectively, the “Osmotica Excluded LiabilitiesClaims”), as applicableand Losses on account of Osmotica Excluded Claims instead shall not exceed $100,000,000 in the aggregate (such amount, the “Vertical/Trigen Excluded Claim Cap” and, together with the Osmotica Excluded Claim Cap, the “Excluded Claim Caps”)). (c) Following (i) No party shall have any liability for any otherwise indemnifiable Loss to the Closing, extent the sole Vertical/Trigen Indemnitees have been otherwise compensated through the adjustment under Section 1.04; (ii) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and exclusive remedy until such contingent Loss becomes an actual Loss of the parties hereto with respect to any Indemnified Party and all claims relating to is due and payable, so long as the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be claim for such Loss was timely submitted pursuant to the indemnification provisions set forth in of this Article VIX; provided(iii) no party shall be liable for any Losses to the extent the Vertical/Trigen Indemnitees or the Osmotica Indemnitees, howeveras applicable, that failed to reasonably mitigate such Losses in accordance with Laws; and (iv) no party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty, covenant or agreement of such party unless a claim therefor is asserted with specificity and in writing by the parties may seek to enforce specifically this Agreement Indemnified Party timely in accordance with Section 9.08, failing which such claim shall be waived and the terms and conditions hereofextinguished. (d) Nothing in For purposes of this Article V shall affect IX, in determining the rights and remedies of Purchaser or Seller with respect to any breach by the other failure of any of their covenants representations or agreements warranties in Article III or Article IV to be performed at true and correct or after the Effective Timebreach thereof, and calculating Losses hereunder, any “materiality” or “Material Adverse Effect” qualifications in the representations or warranties made hereunder shall be disregarded, other than (x) those set forth in Sections 3.03 (Non-Contravention and Approvals), 3.05 (Osmotica Financial Statements), 3.06 (No Undisclosed Liabilities), 3.07 (Absence of Changes)(including, for purposes of Section 3.07(c), as materiality is referenced in Section 5.01(a)), 3.16 (Compliance with Laws), Sections 4.03 (Non-Contravention and Approvals), 4.05 (Vertical/Trigen Financial Statements), 4.06 (No Undisclosed Liabilities), and 4.07 (Absence of Changes) (including, for purposes of Section 4.07(c), as materiality is referenced in Section 5.01(b)), 4.16 (Compliance with Laws), and (y) any qualification to the extent it qualifies a representation requiring a list of specified items on the Osmotica Disclosure Schedule or Vertical/Trigen Disclosure Schedule, as applicable.

Limitations on Indemnification. (a) Seller The maximum amount of indemnification payments the Purchaser Group shall be entitled to receive from Graco for (A) Damages under Section 8.2(a)(i) and (B) ITW Section 8.2(a) Capped Damages under Section 8.2(b) (and not Damages under Sections 8.2(a)(ii) through (x) or Damages under Section 8.2(b) that are not ITW Section 8.2(a) Capped Damages, which shall not be required subject to indemnify Purchaserthe limitations described in this Section 8.4(a)) shall be $78,000,000.00 in the aggregate (the “Indemnification Cap”); provided, however, that the foregoing limitation shall not apply to, and Purchaser Damages arising out of any of the following shall not be required taken into consideration for purposes of determining whether the Indemnification Cap has been reached in respect of Damages under Section 8.2(a)(i): (i) any breach of the representations and warranties made by Graco and Graco US Finishing Brands in Section 4.1(a), 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8 or 4.24; or (ii) any breach of any representation or warranty made by Graco and Graco US Finishing Brands in this Agreement which constitutes fraud or intentional misrepresentation. (b) The maximum amount of indemnification payments the Purchaser Group shall be entitled to indemnify Sellerreceive from Graco for (A) Damages under Section 8.2(a)(i) with respect to breaches of the representations and warranties made by Graco and Graco US Finishing Brands in Section 4.1(a), unless 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8 or 4.24 and (B) ITW Section 8.2(a) Cap-Excluded Damages under Section 8.2(b), shall in the aggregate be the amount of the Purchase Price. (c) Graco shall have no liability for (A) Damages under Section 8.2(a)(i) (other than with respect to any liability under Section 8.2(a)(i) for any breach of or inaccuracy in any representation or warranty set forth in Section 4.1(a), 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8 or 4.24, for which indemnification shall be available on a first-dollar basis) or (B) ITW Section 8.2 (a) Capped Damages under Section 8.2(b), until the aggregate of all Losses incurred by Purchaser or Seller pursuant to such Damages arising out of all matters set forth in Section 5.1 or 5.2 (as the case may be8.2(a)(i), taken together with all ITW Section 8.2(a) Capped Damages under Section 8.2(b), exceeds $3 million. Once 1,600,000.00 (the “Basket”), and then only to the extent of the excess. (d) Graco shall have no liability for (A) Damages under Section 8.2(a)(iii) or (B) ITW Section 8.2(c) Damages under Section 8.2(b), until the aggregate of all such aggregate amount Damages arising out of Losses incurred by Purchaserall matters set forth in Section 8.2(a)(iii), on the one hand, or Seller, on the other handtaken together with all ITW Section 8.2(c) Damages under Section 8.2(b), exceeds $3 million4,000,000.00, Purchaser or Sellerand then only to the extent of the excess. (e) Notwithstanding anything herein to the contrary, as the case may befor purposes of indemnification pursuant to Section 8.2(a)(viii), Damages shall thereupon be entitled to indemnification include only for amounts in excess one-half (rather than all) of such $3 millionany court costs and reasonable attorneys’ fees and expenses; provided, however, that the limitations contained set forth in this sentence and the immediately preceding sentence Section 8.4(e) shall not apply if Graco shall have assumed the defense of the Third Party Claim giving rise to the claim under Section 8.2(a)(viii). (f) The maximum amount of indemnification payments the Purchaser Group shall be entitled to receive from Graco for (A) Damages under Section 8.2(a)(ix) and (B) ITW Section 8.2(j) Damages under Section 8.2(b), shall be $8,000,000.00 in the aggregate. (g) For purposes of this Article 8: (A) in determining the amount of Damages arising from or relating to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of or inaccuracy in any representation or warranty contained in Section 6.14 this Agreement (but not for purposes of determining whether such a breach or inaccuracy occurred), all materiality and Material Adverse Effect qualifiers will be ignored and each such representation and warranty will be read and interpreted without regard to such qualifier; and (B) in determining the amount of Damages arising from or relating to any Transferred Liabilities breach of or Excluded Liabilitiesinaccuracy in any representation or warranty in the ITW Purchase Agreement for which the Purchaser Group may seek indemnification under Section 8.2(b), as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, effect shall be obligated given to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf Section 8.4(g) of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableITW Purchase Agreement. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Seller no party shall not be required to indemnify the other party or the Purchaser, and Purchaser shall not be required to indemnify -Related Entities or the Seller, -Related Entities (as applicable) under this Agreement unless the aggregate amount of all Losses incurred amounts for which an indemnity would otherwise be payable by Purchaser the responsible party under Section 11.1 or Seller pursuant to Section 5.1 or 5.2 11.2 above (as applicable) exceeds the case may be)Basket Limitation and in such event, exceeds $3 million. Once such aggregate the responsible party shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Losses incurred by PurchaserSellers, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated with respect to indemnify the other indemnification provided for Losses that in Section 11.1 or Section 11.2 (as applicable) above exceed $60 million in the aggregate with all Losses asserted by such party; providedthe Cap Limitation, however(c) if prior to the Closing, that the limitations Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers contained in this sentence Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 11 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to Losses suffered or incurred as a result of breaches of any and all claims relating to the matters addressed in Section 5.1 covenant or 5.2 (other than claims agreement of common law fraud alleged to have been committed by Purchaser, Sellers or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions either Seller set forth in Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofAgreement. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller Except as provided in Article VI, the remedies provided in this Article X shall not be required exclusive and shall preclude assertion by either party of any other rights or the seeking of any and all other remedies against the other for claims based on this Agreement. (b) Any claims for indemnity under this Agreement shall be subject to indemnify Purchaser, the following limitations and Purchaser adjustments: (i) the provisions of Section 10.02 shall not be required to indemnify Seller, unless effective only when the aggregate amount of all Losses incurred by Purchaser Damages for which Seller may be liable under this Article X exceeds $3,981,000 in which case Seller shall be liable for only such amounts as exceed $3,981,000, provided that this limitation shall not apply to indemnification for Damages for breaches of Sections 3.01, 3.04, 6.06(b), 6.09, 6.10, 6.13(d) and 6.13(e) and further provided that with respect to Damages arising out of a breach of Sections 3.16 or Seller pursuant 6.13 (other than as specified in subsections 6.13(d)(i) and (ii) and 6.13(e)), which breach relates to Section 5.1 or 5.2 income taxes of the Company (as the case may beopposed to and excluding any other taxes, such as sales, use, value added, withholding, social security, property or any other taxes), Section 10.02 shall be effective when the amount of such Damages for which Seller may be liable exceeds $3 million. Once such aggregate 500,000; (ii) the amount of Losses incurred any claim by Purchasereither party for indemnification shall be subject to adjustment to reflect (A) any actual direct or indirect income tax benefit (taking into account the amount of any indemnification actually received) resulting therefrom to the indemnified party, (B) any insurance coverage with respect thereto and (C) any amounts reasonably recoverable from third parties (net of expenses) based on claims the one handindemnified party has against such third parties which would reduce the damages that could otherwise be sustained; (iii) in no event shall Seller be liable, or Sellerin the aggregate, on the other handfor indemnification hereunder in an amount greater than $33,175,000, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Damages arising with respect to any breaches of Sections 3.01 and all claims relating 3.04 shall not be subject to such limitation; and (iv) neither party hereto shall be liable to the matters addressed other party for special, incidental, consequential or punitive damages, except that nothing in Section 5.1 or 5.2 this clause (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyiv) shall be pursuant relieve an Indemnifying Party (as hereinafter defined) from liability for such damages where an Indemnified Party (as hereinafter defined) becomes liable therefor to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofa third party. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller The obligations to indemnify and hold harmless a party hereto, (i) pursuant to SECTION 8.1(a) and SECTION 8.2(a), shall terminate when the applicable representation or warranty terminates pursuant to SECTION 9.7, (ii) pursuant to SECTION 8.1(b) and SECTION 8.2(b), shall not be required terminate, and (iii) pursuant to SECTION 8.1(c) and SECTION 8.1(d), shall terminate after the first anniversary of the Initial Closing Date; provided, however, that, as to clauses (i) and (iii) above, such obligation to indemnify Purchaserand hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the indemnifying party. (b) The Sellers shall have no liability under SECTION 8.1, and Purchaser AIMCO shall not be required to indemnify Sellerhave no liability under SECTION 8.2, unless and until the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Damages for which indemnification is sought under such Section 5.1 or 5.2 (as the case may be)exceed $1,000,000, exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification and then only for amounts in excess of the amount by which such Damages exceed $3 million1,000,000; provided, however, that the limitations contained in this sentence and the immediately preceding sentence such limitation shall not apply to any claim of common law fraud alleged to have been committed by intentional breach or on behalf any of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating matters referred to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableSECTION 8.4(c). (c) Following In the Closing, event that the sole and exclusive remedy Sellers are obligated to indemnify AIMCO or any of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be its Representatives pursuant to the indemnification provisions set forth in this Article V; providedSECTION 8.1(a), however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (c) or (d) Nothing as a result of a loss by NHP or any of its subsidiaries, or modification in this Article V a manner adverse to NHP or any of its subsidiaries, of any right or benefit under, or any termination, cancellation or non-renewal of, any Contract, in effect as of the Initial Closing Date, pursuant to which NHP or any of its subsidiaries provides property management services (including, without limitation, services provided to or for the Oxford Properties), Damages shall affect be calculated by multiplying (i) that portion of the rights aggregate annualized revenues lost by NHP and remedies its subsidiaries as a result of Purchaser or Seller with respect to any breach all such losses, modifications, terminations, cancellations and non-renewals (reduced by the other amount of any of their covenants compensatory payments received in respect thereof, other than payments by the Sellers and Phemus under this Agreement or agreements to be performed at or after the Effective TimeGuaranty) that exceeds $3.0 million, by (ii) 3.6.

Limitations on Indemnification. (a) Seller Notwithstanding anything in this Agreement to the contrary, in no event shall the cumulative indemnification obligations of the Selling Parties under Section 10.02(a)(ii) (other than with respect to the Fundamental Representations or a breach of Section 2.08(b)) and Section 10.02(b) in the aggregate exceed an amount equal to $25,000,000, subject to adjustment pursuant to Section 1.14 (the “Cap”); provided, however, that any and all breaches constituting fraud or breaches of any covenants or agreements set forth herein shall not be required subject to indemnify Purchaserthe Cap. (b) Notwithstanding anything in this Agreement to the contrary, and Purchaser no indemnification claims for Damages shall not be required asserted by the Buyer Indemnitees pursuant to indemnify SellerSection 10.02(a)(ii) (other than with respect to the Fundamental Representations or a breach of Section 2.08(b)) or the Seller Indemnitees pursuant to Section 10.02(c)(ii), respectively, under Article 10 unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Damages that would otherwise be payable under Section 5.1 or 5.2 (as the case may be10.02(a)(ii), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Sellerand Section 10.02(c)(ii), on the other hand, exceeds exceed an amount equal to $3 million2,333,333, Purchaser subject to adjustment pursuant to Section 1.14 (the “Basket Amount”), whereupon the Buyer Indemnitees or Sellerthe Seller Indemnitees, as the case may be, shall thereupon be entitled to indemnification only receive all amounts for amounts Damages in excess of such $3 million; provided, however, that the limitations contained in this sentence and Basket Amount up to the immediately preceding sentence Cap. For the sake of clarity the Basket Amount shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or indemnification claims for indemnification relating Damages asserted by the Buyer Indemnitees pursuant to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable10.02(b). (bc) Neither Seller, on the one hand, nor Purchaser, on the other hand, No party hereto shall be obligated to indemnify the any other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto Person with respect to (i) any and all claims relating to the matters addressed representation, warranty, covenant or condition specifically waived in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach writing by the other of party on or prior to the Closing and (ii) any of their covenants or agreements Damages to be performed at or after the Effective Timeextent that such Damages are expressly reserved for in the Separate Balance Sheet Data.

Limitations on Indemnification. (a) Seller The indemnifications in favor of the Buyer Indemnified Parties contained in Section 7.3(b)(i) (except with respect to Sections 3.1, 3.2, 3.3, 3.4 and 3.5(a) hereof, Taxes, litigation and legal claims relating to occurrences prior to the Effective Time), Section 7.3(b)(ii) (except with respect to Article I hereof), Section 7.3(b)(iv), Section 7.3(c)(i) (except with respect to Article II, Sections 3.1, 3.2, 3.3, 3.4 and 3.5(a) hereof, Taxes, litigation and legal claims relating to occurrences prior to the Effective Time), Section 7.3(c)(ii) (except with respect to Article I hereof) and Section 7.3(c)(iv) shall not be required effective only to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the extent that the aggregate dollar amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 indemnified against under such Sections (as the case may be), i) exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence 100,000 and the immediately preceding sentence (ii) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableexceed $2,000,000. (b) Neither SellerThe indemnifications in favor of the Seller Indemnified Parties contained in Section 7.4(a) (except with respect to Sections 4.1, on 4.2 and 4.3(a) hereof) and Section 7.4(b) (except with respect to Article I hereof, and the one handemployment and non-competition agreements attached hereto as Exhibits C, nor Purchaser, on the other hand, D and E) shall be obligated effective only to indemnify the other for extent that the aggregate dollar amount of all Losses that indemnified against under such Section (i) exceeds $100,000 and (ii) shall not exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable2,000,000. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect No Buyer Indemnified Party or Seller Indemnified Party shall be entitled to recover any and all claims relating amounts pursuant to this Article VII to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged extent such Person is entitled to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofrecover such amounts under insurance policies. (d) Nothing in The Buyer and the Sellers shall not be entitled to indemnification under this Article V shall affect the rights and remedies VII in respect of Purchaser or Seller any breach of this Agreement (except with respect to any Section 3.19) if the Buyer or the Seller Representatives, respectively, knowingly waived such breach by at the other Closing in writing. (e) Any payment to the Buyer under this Article VII (except in respect of any Article I hereof) shall be made pursuant to the Escrow Agreement, to the extent the Escrow Amount has not been depleted. (f) The obligations of their covenants each Seller under Section 7.3 shall be limited to his or agreements to be performed at or after its Pro Rata share of the Effective TimeConsideration.

Limitations on Indemnification. (a) Seller Notwithstanding any other terms of this Agreement except for Section 11.5, neither the STOCKHOLDERS on the one hand nor VESTCOM and NEWCO on the other, shall have any liability under this Section 11 to make any payments in excess of the aggregate purchase price set forth in Part A of Annex II. In addition, no individual STOCKHOLDER'S liability to the Underwriters pursuant to Section 11.1(v) shall exceed the portion of the aggregate purchase price paid to him or her in cash, as set forth in Part A of Annex II, and no individual STOCKHOLDER'S aggregate liability under Section 11.1 shall exceed the portion of the aggregate purchase price paid to him or her, as set forth in Part A of Annex II. Any payments pursuant to this Article 11 by the STOCKHOLDERS may, at their option be made in cash, in VESTCOM Stock valued at the fair market value on the date prior to (b) VESTCOM, NEWCO, the Surviving Corporation, the Underwriters and the other persons or entities entitled to be indemnified pursuant to Section 11.1 shall not assert any claim for indemnification hereunder against the STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds $50,000 (the "Indemnification Threshold"), provided however, that VESTCOM, NEWCO and the Surviving Corporation and the other persons or entities entitled to indemnification pursuant to Section 11.1 may assert and shall be entitled to indemnification for any breach of the representations or warranties contained in Sections 5.36 and 5.37 or the Schedules or certificates delivered in connection therewith and any claim under Section 11.1(iii) and (iv) at any time regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it also being understood that the amounts of any such claim for any breach of Sections 5.36 and 5.37 or under Section 11(iii) or (iv) shall not be required to indemnify Purchasercounted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against VESTCOM or NEWCO until such time as, and Purchaser solely to the extent that, the aggregate of all claims which the STOCKHOLDERS have against VESTCOM or NEWCO shall not exceed the Indemnification Threshold, provided however, that the STOCKHOLDERS may assert and shall be required entitled to indemnify Seller, unless indemnification for (i) amounts relating to the aggregate purchase price to be paid to the STOCKHOLDERS indicated on Part A of Annex II and (ii) amounts related to the release of or indemnification for personal guarantees pursuant to Section 10.5 hereof regardless of whether the aggregate amount of all Losses incurred by Purchaser or Seller claims exceeds the Indemnification Threshold, it also being understood that such amounts shall not be counted towards the Indemnification Threshold. No claim shall be asserted pursuant to Section 5.1 Sections 11.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only 11.2 for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablepunitive damages. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (ai) In addition to the other limitations contained in this Agreement, the Seller’s indemnification obligations under this §7 are subject to the following terms and conditions: (A) the Seller shall not be required liable to indemnify Purchaserthe Buyer Indemnified Parties under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), and Purchaser 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) only if a Buyer Loss for which indemnification is claimed exceeds $10,000 (the “Small Claim Amount”); (B) the Seller shall not be required liable to indemnify Sellerthe Buyer Indemnified Parties under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), unless 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) only if the aggregate amount of all Buyer Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 under §7(b)(i) exceeds $150,000 (as the case may be“Basket Amount”), exceeds $3 million. Once such net of the Small Claim Amount, in which case the Seller shall be obligated to indemnify the Buyer Indemnified Parties for the aggregate amount of all such Buyer Losses incurred by Purchaserunder §7(b)(i); (C) in no event shall the Seller have any liability for indemnification under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), on the one hand3(l), 3(q), 3(r), 3(s), 3(t) or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts 3(u)) in an aggregate amount in excess of such $3 million1,250,000 (the “Cap Amount”); provided, however, that and (D) the Seller shall have no liability for indemnification hereunder with respect to any claim for indemnification relating to or arising out of any Assumed Liability. (ii) In addition to the other limitations contained in this sentence Agreement, the Buyer’s indemnification obligations under this Section are subject to the following terms and conditions: (A) the immediately preceding sentence Buyer shall not apply be liable to any claim the Seller Indemnified Parties under §7(c)(i) only if a Seller Loss for which indemnification is claimed exceeds the Small Claim Amount; (B) the Buyer shall be liable to the Seller Indemnified Parties under §7(c)(i) only if the aggregate amount of common law fraud alleged to have been committed by or on behalf all Seller Losses under §7(c)(i) exceeds the Basket Amount, net of the indemnifying party or an Affiliate thereof upon Small Claim Amount, in which case the indemnified party or claims Buyer shall be obligated to indemnify the Seller Indemnified Parties for the aggregate amount of all such Seller Losses under §7(c)(i); and (C) in no event shall the Buyer have any liability for indemnification under §7(c)(i) in an aggregate amount in excess of the Cap Amount. (iii) Notwithstanding §7(f)(i) above, and solely for the sake of clarity, Seller shall indemnify Buyer, without application of the limitations set forth in §7(f)(i), for any Adverse Consequences resulting from or relating to the Buyer’s right to indemnification under §7(b)(i)(E) or any breach of any representation or warranty contained in Section 6.14 made by Seller under §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or to any Transferred Liabilities or Excluded Liabilities, as applicable3(u) of this Agreement. (biv) Neither SellerNotwithstanding anything contained herein to the contrary, any Buyer Loss arising in connection with a Loan for which Buyer is entitled to indemnification and for which a specific loan loss reserve is reflected on §1.2 of the one hand, nor Purchaser, on the other hand, Disclosure Schedule shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf net of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableamount of such specific loan loss reserve. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. Notwithstanding anything to the contrary in this ARTICLE XI, (a) Seller (i) no claim for indemnification shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, made by any Indemnified Party unless the aggregate amount of all Losses incurred by Purchaser or Seller of the Indemnified Parties exceed one million two hundred thousand dollars ($1,200,000) (the “Deductible Amount”) and then only to the extent such Losses exceed the Deductible Amount; and (ii) in no event shall the aggregate obligation of the Indemnifying Parties under this Article XI exceed twelve million dollars ($12,000,000) (the “Cap”); provided, that the Deductible Amount and the Cap shall not apply to: (1) Losses pursuant to Section 5.1 or 5.2 11.1(b); and (as the case may be), exceeds $3 million. Once such aggregate amount of 2) Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in arising under Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b11.1(a) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller solely with respect to any breach by of the other representations or warranties set forth in Sections 3.1 (Corporate Existence and Power), Section 3.2 (Corporate Authorization), Section 3.4 (Subsidiaries), Section 3.5 (Capitalization and Ownership), Section 4.1 (Ownership of Stock; Authority), Section 0 (Due Incorporation), Section 5.2 (Corporate Authorization), Section 5.9 (Capitalization and Ownership of Parent), and Section 5.14 (Issuance and Ownership of Parent Common Stock (such representations and warranties shall be collectively referred to as the “Fundamental Representations”); and (b) no party hereto shall have any liability under any provision of this Agreement or otherwise for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any of their covenants the agreements contemplated hereby or agreements to be performed at any schedule, certificate or after other document delivered pursuant hereto or thereto or in connection with the Effective Timetransactions contemplated by this Agreement.

Limitations on Indemnification. (a) Any Indemnifiable Claim shall be limited to the amount of actual damages sustained by the Indemnified Party by reason of such breach or nonperformance, less the dollar amount of any Insurance Proceeds actually received by the Indemnified Party with respect to such Losses. If after the payment of an Indemnifiable Claim by the Indemnifying Party insurance proceeds are received by the Indemnified Party with respect to such Indemnifiable Claim, such proceeds will promptly be repaid by the Indemnified Party to the Indemnifying Party. (b) Except in the case of fraud or intentional breach, Seller shall not be required to indemnify Purchaserany Buyer Indemnified Person under Sections 12.1(a) unless the aggregate of all amounts for which indemnity would otherwise be payable by Seller in respect of all such claims by all Buyer Indemnified Persons exceeds $4,000,000 (the “Basket Amount”) and, and Purchaser in such event, Seller shall be responsible only for the amount in excess of the Basket Amount. Except in the case of fraud or intentional breach, Buyer shall not be required to indemnify any Seller Indemnified Person under Sections 12.2(a) unless the aggregate of all amounts for which indemnity would otherwise be payable by Buyer in respect of all such claims by all Seller Indemnified Persons exceeds the Basket Amount, and in such event, Buyer shall be responsible only for the amount in excess of such Basket Amount. Except in the case of fraud or intentional breach, Seller’s indemnity obligations under Sections 12.1(a) and (c) (except in respect of Section 2.3 (Purchase Price Adjustments), Section 2.4 (Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity), Section 6.5 (Intangible Property), Section 6.11 (Intercompany Borrowings), Section 6.13 (Pre-Closing Transfer of Assets and Liabilities), Section 6.14 (Funding of Pension Plans), Section 7.2(b) (Indemnity Obligations), Section 7.3 (Noncompetition), 7.7 (Proceeds from Material Investments), Section 9.1(b) (Closing Covenants), Article XIII (Tax Matters) and Article XIV (Employee Benefits)) shall be limited, in the aggregate, to $45,000,000 (the “Cap Amount”). Except in the case of fraud or intentional breach, Buyer’s indemnity obligations under Sections 12.2(a) and (b) (except in respect of Section 2.3 (Purchase Price Adjustments), Section 2.4 (Procedure to Reconcile Adjustments of Purchase Price for Changes in Net Equity), Section 6.5 (Intangible Property), Section 6.14 (Funding of Pension Plan), Section 7.2(b) (Indemnity Obligations), Article XIII (Tax Matters) and Article XIV (Employee Benefits)) shall be limited, in the aggregate, to the Cap Amount. Notwithstanding any other provision of this Section 12.4(b), no Buyer Indemnified Party shall make any claim under Section 12.1, and no Seller Indemnified Party shall make any claim under Section 12.2 unless the aggregate amount of such claim or series of related claims shall exceed $500, in which case, subject to the other limitations contained herein, the entire amount of the claim may be made. (c) For purposes of Sections 12.1(a) and (b) and 12.2(a), all Losses incurred by Purchaser representations and warranties other than those contained in Section 4.26 shall be read as if references therein to “knowledge of Seller”, “Seller’s knowledge”, “knowledge of Buyer”, “Buyer’s knowledge” were deleted and all representations and warranties other than those contained in Section 4.12 shall be read as if references therein to “Material Adverse Effect”, “in all material respects”, or similar language were deleted; but for these purposes that the defined terms “Material Contracts,” Material Customer Contracts,” Material Intangible Property,” “Material Leases,” “Material License,” “Material Subsidiary,” “Owned Material Intangible Property” and “Seller pursuant Owned Material Intangible Property” were not deleted or changed. By way of illustration for purposes of this Section 12.4, (i) any representation that a statement is true and correct in all material respects shall be read as a representation that the statement is true and correct, (ii) any representation that a condition exists except to Section 5.1 or 5.2 the extent that its failure to exist would not have a Material Adverse Effect on a Person shall be read as a representation that such condition exists, and (iii) any representation that no incidents of a specific nature have occurred that would have a Material Adverse Effect on a Person shall be read as a representation that no incidents of such nature have occurred. (d) This Article XII shall survive the Closing and shall remain in effect (i) with respect to Sections 12.1(a) and (b) and 12.2(a), for so long as the case may be)relevant representations and warranties survive, exceeds $3 million. Once (ii) with respect to Sections 12.1(c) and 12.2(b) to the extent those Sections relate to covenants to be performed prior to or at the Closing, until the last day of the fifteenth month following the Closing Date, (iii) with respect to Sections 12.1(c) and 12.2(b) to the extent those Sections relate to covenants to be performed following the Closing, until the date which is one year following the earlier to occur of (A) the date on which any such aggregate amount of Losses incurred by Purchaser, covenant was to be performed or (B) the date on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser which Buyer or Seller, as the case may be, first became aware of a breach of any such covenant, (iv) with respect to Section 12.1(d) (other than Actions disclosed on Schedule 4.5 of Seller’s Disclosure Schedule and Professional Malpractice Actions) and 12.1(e) and 12.2(c), (d) and (e), until the last day of the eighteenth month following the Closing Date, (v) with respect to Section 12.1(d) for Actions disclosed on Schedule 4.5 of Seller’s Disclosure Schedule and Section 12.1(h), until barred by the applicable statute of limitations plus thirty days thereafter, (vi) with respect to any Professional Malpractice Action (other than those disclosed on Section 4.5 of Seller’s Disclosure Schedule which are governed by clause (v)), until the date which is two and one-half (2 1/2) years following the Closing Date, and (vii) with respect to Section 12.1(f), 12.1(g) and 12.2(f), indefinitely. (e) Notwithstanding the foregoing, the parties intend and agree that the obligations of the parties set forth in Article XIII shall thereupon be entitled to indemnification only for amounts in excess of governed by such $3 million; providedArticle XIII, howeverand not by this Article XII, that including the limitations contained in this sentence Section 12.4, and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto survival period with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) such obligations shall be pursuant to the indemnification provisions survive as set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofSection 13.8. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaser, and Neither the Company nor Purchaser shall not be required to indemnify Sellerhave any liability under Section 8.2(a) or 8.3(a), as applicable, unless and until the aggregate amount of Losses suffered, sustained or incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, exceeds 1.0% of the Cash Purchase Price (the “Basket”), after which the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to indemnification for all Losses incurred by the Purchaser Indemnified Parties or the Seller pursuant Indemnified Parties, as applicable, and not just the excess over the Basket; provided, that the limitations set forth in this Section 8.4(a) shall not apply to breaches of the representations and warranties listed in Section 5.1 8.1(a) (other than those representations or 5.2 warranties set forth in Section 4.16). (b) In no event shall the cumulative indemnification obligations of the Company or Purchaser under Section 8.2(a) or 8.3(a), as applicable, exceed $54,000,000 (the “Cap”); provided, that the limitations set forth in this Section 8.4(b) shall not apply to breaches of the representations and warranties listed in Section 8.1(a) (other than those representations or warranties set forth in Section 4.16); provided, however, that all amounts paid by the Company or Purchaser, as the case may be, in respect of indemnification for the representations and warranties listed in Section 8.1(a) shall be taken into account when determining whether the Cap has been reached for all of such Party’s other indemnification obligations under Sections 8.2(a) and 8.3(a). (c) The Parties shall treat any and all payments under this Article VIII as an adjustment to the Purchase Price for income Tax purposes, exceeds $3 million. Once unless they are required to treat such aggregate payments otherwise pursuant to a closing agreement with the applicable taxing authority or the decision of a court with jurisdiction over such matters. (d) The Parties shall use commercially reasonable efforts to collect the proceeds of any insurance that would have the effect of reducing any Losses, and the amount of any Losses incurred by Purchaserany indemnified party shall be reduced by the amount of any insurance proceeds actually recovered by such indemnified party. If indemnification payments shall have been received prior to the collection of such insurance proceeds, on such indemnified party shall remit to the one handindemnifying party the amount of such insurance proceeds to the extent of indemnification payments received in respect of such Losses (in each case, net of all costs of collection thereof, including attorneys’ fees). To the extent any Loss of an indemnified party is reduced by receipt of payment (i) under insurance policies which are not subject to retroactive adjustment or other reimbursement to the insurer in respect of such payment, or Seller(ii) from third parties not affiliated with the indemnified party, on such payments (net of the expenses of the recovery thereof) shall be credited against any such Losses. (e) The indemnifying party shall be subrogated to the indemnified party’s rights of recovery to the extent of any Losses paid by the indemnifying party. The indemnified party shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the exercise thereof. (f) Except as set forth in Section 11.3 in respect of Section 6.5, 6.6, 6.8 or 6.9, if the Closing occurs, the remedies provided for in this Article VIII (and as limited by this Article VIII) shall be the sole remedies of the indemnified parties in respect of any claims, howsoever denominated, arising out of this Agreement or relating in any way to the subject matter hereof, and shall preclude assertion by the indemnified parties of any other handrights or the seeking of any other remedies against the indemnifying parties with respect to the matters covered by the indemnification provisions contained in this Article VIII or otherwise relating in any manner to the subject matter hereof. In furtherance of the foregoing and, exceeds $3 millionif the Closing occurs, each Party shall waive, to the fullest extent permitted under applicable Law, and agrees not to assert in any action or proceeding of any kind, any and all rights, claims and causes of action it may then or thereafter have against any other Party (including any such rights, claims or causes of action arising under or based upon common law or equity) other than claims for indemnification asserted as permitted by and in accordance with the provisions set forth in this Article VIII. (g) Notwithstanding anything in this Agreement to the contrary, a Purchaser Indemnified Party shall not be entitled to indemnification for any Losses to the extent such item or Sellermatter was taken into account in the calculation of Final Working Capital or Final Debt Amount. (h) EXCEPT IN THE CASE OF THIRD PARTY CLAIMS, NO PARTY WILL IN ANY EVENT BE LIABLE UNDER THIS ARTICLE VIII FOR ANY LOSS OF PROFITS OR EARNINGS, DIMINUTION IN VALUE OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES BY REASON OF A BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR INDEMNITY CONTAINED HEREIN. (i) The Seller Indemnified Parties or Purchaser Indemnified Parties, as the case may be, shall thereupon use commercially reasonable efforts to mitigate all Losses sustained by such Person(s). (j) In no event shall any indemnified party be entitled to indemnification double recovery hereunder. If any circumstance constitutes a breach of more than one representation, warranty or covenant of an indemnifying party, the indemnified party(ies) shall only for amounts be entitled to recover once in excess respect of such $3 million; provided, however, that circumstance. (k) The Purchaser Indemnified Parties shall first utilize the limitations contained in this sentence and the immediately preceding sentence shall not apply Escrow Amount to satisfy any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating hereunder before attempting to obtain indemnification directly from the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableSellers. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement, no amounts shall be payable as a result of any claim in respect of a Loss arising under Section 12.2 or Section 12.3: (i) unless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, as applicable, with respect to such claim, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, as soon as practical following the time at which the Indemnified Party discovered, or reasonably should have discovered, such claim (except to the extent the Indemnifying Party is not prejudiced by any delay in the delivery of such notice) and, in any event, prior to the date on which the applicable representation, warranty, covenant or agreement ceases to survive pursuant to Section 12.1; or (ii) to the extent that the Indemnified Party had a reasonable opportunity, but failed, in good faith to mitigate the Loss; (iii) to the extent it arises from or was caused by actions taken or failed to be taken by the Indemnified Party or any of its Affiliates after the Closing; and (iv) to the extent an Indemnified Party asserts a claim for any punitive or exemplary damages or damages that are not reasonably foreseeable (except in the case when the Indemnified Party is required to pay any of such Losses in connection with a Third Party Claim). (b) Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations of Seller under this Article 12 shall be limited as set forth in this Section 12.4(b): (i) no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) with respect to any individual claim for Losses that does not exceed $1,000 (the “Minimum Amount”) (ii) with respect to individual Losses that are in excess of the Minimum Amount (the “Covered Losses”), no indemnity shall be payable by Seller under Sections 12.3(a) or 12.3(b) until the aggregate of such Covered Losses exceeds $50,000 (the “Basket”) and then only for such Covered Losses in excess of the Basket; provided, that the Basket shall not apply to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 5.1, 5.7, and 5.12; (iii) Seller shall have no further indemnity obligations for Losses under Section 12.3(a) to the extent the aggregate of all Losses paid by it pursuant to Section 12.3(a) exceeds $1,500,000, and Purchaser, on behalf of itself and the other Purchaser Indemnified Parties, shall not be required entitled to indemnify Purchaserrecover any Losses or other payments, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller in each case for claims pursuant to Section 5.1 or 5.2 (as the case may be12.3(a), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionamount; provided, however, that the limitations contained foregoing limitation shall not apply with respect to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 5.1, 5.7, and 5.12; (iv) Seller shall have no further indemnity obligations for Losses under Section 12.3(b) or Section 12.3(c) with respect to any breaches by Seller, or failure by Seller to perform, any of its covenants or other agreements set forth in Section 7.2(b) to the extent the aggregate of all Losses paid by it pursuant to Section 12.3(b) and Section 12.3(c) with respect to such breaches or failures exceeds $500,000, and Purchaser, on behalf of itself and the other Purchaser Indemnified Parties, shall not be entitled to recover any Losses or other payments, in each case for claims pursuant to Section 12.3(b) or Section 12.3(c) with respect to such breaches or failures, in excess of such amount; and (v) the aggregate amount required to be paid to the Purchaser Indemnified Parties under Section 12.3 shall not exceed $7,500,000; provided, that the limitation set forth in this sentence and the immediately preceding sentence Section 12.4(b)(v) shall not apply to claims pursuant to Section 12.3(d). (c) Notwithstanding anything to the contrary contained in this Agreement, the indemnity obligations of Purchaser under this Article 12 shall be limited as set forth in this Section 12.4(c): (i) no indemnity shall be payable by Purchaser under Sections 12.2(a) or 12.2(b) with respect to any individual claim for Losses that does not exceed the Minimum Amount. (ii) with respect to Covered Losses, no indemnity shall be payable by Purchaser under Sections 12.2(a) or 12.2(b) until the aggregate of common law fraud alleged such Covered Losses exceeds the Basket and then only for such Covered Losses in excess of the Basket; provided, that the Basket shall not apply to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 6.1, 6.2 (with respect to the Promissory Note), 6.6, 6.7, 6.8 and 6.9; (iii) Purchaser shall have been committed no further indemnity obligations for Losses under Section 12.2(a) to the extent the aggregate of all Losses paid by or it pursuant to Section 12.2(a) exceeds $1,500,000, and Seller, on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on itself and the other handSeller Indemnified Parties, shall not be obligated entitled to indemnify the recover any Losses or other payments, in each case for Losses that exceed $60 million claims pursuant to Section 12.2(a), in the aggregate with all Losses asserted by excess of such partyamount; provided, however, that the limitations contained foregoing limitation shall not apply with respect to the extent Losses are a result of a breach of any of the representations and warranties set forth in Sections 6.1, 6.2 (with respect to the Promissory Note), 6.6, 6.7, 6.8 and 6.9; and (iv) the aggregate amount required to be paid to the Seller Indemnified Parties under Section 12.2 shall not exceed $7,500,000; provided, that the limitation set forth in this sentence Section 12.4(c)(iv) shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement Sections 12.2(d) and the terms and conditions hereof12.2(e). (d) Nothing Notwithstanding anything in this Article V Agreement to the contrary, none of the limitations set forth in this Section 12.4 shall affect the rights and remedies of Purchaser or Seller with respect apply to any breach Losses that may be incurred by virtue of or result from any fraud or intentional misrepresentation. (e) The Parties acknowledge that the other same set of any facts and circumstances could give rise to indemnification obligations under one or more provisions of their covenants or agreements this Article 12. The Party seeking indemnification shall be permitted to determine the provision under which it shall make its claims in its sole discretion and, at its option, shall be performed at or after permitted to make claims in the Effective Timealternative under multiple provisions.

Limitations on Indemnification. (a) Seller shall not be required The party making a claim under this Article VIII is referred to indemnify Purchaseras the “Indemnified Party”, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (party against whom such claims are asserted is referred as the case may be), exceeds $3 million“Indemnifying Party”. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerThe indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall thereupon be subject to the following limitations: (A) The Indemnified Party shall not be entitled to indemnification be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only for amounts be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of such $3 millionthe Deductible; provided, however, that the limitations contained limitation in this sentence and the immediately preceding sentence Section 8.4(A) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf Damages arising from a breach of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained representations and warranties in Section 6.14 or to any Transferred Liabilities or Excluded LiabilitiesSections 3.1, as applicable3.2, 3.7, 4.1, 4.2, 4.4, or4.6 . (bB) Neither SellerThe aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), on as the one hand, nor Purchaser, on the other handcase may be, shall be obligated to indemnify the other for Losses that not exceed $60 million in the aggregate with all Losses asserted by such party2,300,000; provided, however, that the limitations contained limitation in this sentence Section 8.4(B) shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf Damages arising from a breach of the indemnifying party representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable4.6 . (cC) Following The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the ClosingIndemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the sole and exclusive remedy Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the parties hereto Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with respect to any and all claims relating providing such indemnification payment up to the matters addressed amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofcollecting such amount. (dD) Nothing in Seller shall not be liable under this Article V shall affect the rights and remedies VIII for any Damages arising out of Purchaser any inaccuracy in or Seller with respect to any breach by the other of any of their covenants the representations or agreements warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to be performed at or after the Effective TimeClosing.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaser, Purchaser under Section 4.1(a) and Section 4.1(b) and Purchaser shall not be required to indemnify SellerSeller under Section 4.2, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be)a result of such breaches, exceeds $3 million15,000. Once such aggregate amount of such Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million15,000, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionrelating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesparty, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for any Losses that exceed $60 million in under Section 4.1(a) and Section 4.1(b) or Section 4.2, to the extent the aggregate with amount of all such Losses asserted by such partyexceeds $1,000,000; provided, however, that (i) the foregoing limitation on Purchaser’s obligation to indemnify Seller under Section 4.2(d) shall not apply where the claim arising after the Effective Time with respect to the Transferred Assets and Assumed Liabilities results entirely from acts or omissions of Purchaser occurring after the Effective Time and (ii) the limitations contained in this sentence shall not apply to any claim of common law fraud, fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilitiesparty, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 4.1 or 5.2 Section 4.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofIV. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller No Indemnifying Party hereto shall not be required have any liability with respect to, or obligation to indemnify Purchaserfor, and Purchaser shall not be required to indemnify Seller, Losses under Article V hereof unless the aggregate amount of all Losses incurred by Purchaser for which such Indemnifying Party would, but for the provisions of this Section 5.5, be liable exceeds, on an aggregate basis, $500,000, it being agreed that in such event the Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to receive only amount of such Losses in excess of such threshold; provided, however, that such threshold shall not apply to losses related to title to the Contributed Assets, the Pre-Closing Liabilities, the Post-Closing Liabilities, Taxes or Seller pursuant to Section 5.1 or 5.2 (as any of the case may bematters described in Sections 2.2, 2.3, 2.10, 2.19, 3.2, 3.3, 5.1(b), exceeds $3 million5.2(b) and 6.13 hereof. Once such aggregate amount Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of Losses incurred by Purchaserthe Contributor and the Guarantor, on the one hand, or Seller, on and of the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence Parent and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor PurchaserAcquiror, on the other hand, shall be obligated to indemnify the other for Losses that not exceed $60 million in the aggregate with all Losses asserted by such party3,000,000; provided, however, that the limitations contained in this sentence such limitation shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto breaches asserted with respect to Sections 2.2, 2.3, 2.19, 3.2 or 3.3 or any and all claims relating with respect to title to the matters addressed Contributed Assets, the Pre-Closing Liabilities or the Post-Closing Liabilities, in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf which case the maximum indemnification liability of the indemnifying party Contributor and the Guarantor, on the one hand, and the Parent and the Acquiror, on the other hand, shall not exceed $45,000,000. The Parties confirm that the indemnities and their terms contained herein are not subject to or an Affiliate thereof upon qualified by limitations and qualifications of the indemnified party) shall be pursuant to the indemnification provisions indemnities set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofOmnibus Agreement. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller Notwithstanding anything in Section 7.01 to the contrary: (i) No Contributor shall not be required to indemnify Purchaserany PubCo Indemnified Person pursuant to, and Purchaser no Contributor shall not have any Liability under, Section 7.01(i) if, with respect to any individual Damage item or series of related Damage items, such item or series of items is in the aggregate less than the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(i) (a “Minor Claim”); (ii) No Contributor shall be required to indemnify Sellerany PubCo Indemnified Person pursuant to, unless and no Contributor shall have any Liability under, Section 7.01(i) until the aggregate amount of all Losses incurred by Purchaser or Seller pursuant Damages for which such Contributor would be liable under Section 7.01(i) (excluding Minor Claims) exceeds the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(ii) (the “General Indemnification Deductible”), in which case, subject to Section 5.1 or 5.2 (as the case may be7.03(a)(iii), exceeds $3 million. Once such aggregate amount Contributor shall be liable for all Damages (other than Damages in respect of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts Minor Claims) in excess of the General Indemnification Deductible; and (iii) No Contributor shall be required to indemnify any PubCo Indemnified Person pursuant to, and no Contributor shall have any Liability under, Section 7.01(i) once the aggregate of all payments made by or on behalf of such $3 million; providedContributor in respect of its indemnification obligations under Section 7.01(i) equals the dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(iii) (the “General Indemnification Cap”). (iv) Notwithstanding the foregoing, however, that the limitations contained set forth in this sentence and the immediately preceding sentence Section 7.03(a)(i) through Section 7.03(a)(iii) shall not apply to any claim indemnification obligation of common law fraud alleged a Contributor under Section 7.01(i) for a breach or inaccuracy of any of such Contributor’s Fundamental Contributor Representations and Warranties, but no Contributor shall be required to indemnify any PubCo Indemnified Person pursuant to, and no Contributor shall have been committed any liability under Section 7.01(i) once the aggregate of all payments made by or on behalf of such Contributor in respect of its indemnification obligations under Section 7.01(i) equals the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating dollar amount set forth adjacent to the breach of any representation or warranty contained such Contributor’s name in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableSchedule 7.03(a)(iv). (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million The indemnification limitations set forth in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in foregoing clause (a) of this sentence Section 7.03 shall not apply with respect to any claim Damages relating to, resulting from or arising out of common law fraud(i) Contributor Taxes, alleged (ii) the title matters indemnifiable pursuant to have been committed Section 7.01(ii) or (iii) Fraud by any Contributor or its, as applicable, respective Affiliates. (c) The amount which any Contributor is or may be required to pay to any PubCo Indemnified Person pursuant to this Article VII shall be reduced (retroactively, if necessary) by any insurance proceeds or other amounts recovered by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating such PubCo Indemnified Person related to the matters addressed applicable Damages. If a PubCo Indemnified Person shall have received the payment required by this Agreement from the relevant Contributor in Section 5.1 respect of such Damages and shall subsequently receive insurance proceeds or 5.2 (other than claims amounts in respect of common law fraud alleged such Damages, then such PubCo Indemnified Person shall promptly repay to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant such Contributor a sum equal to the indemnification provisions set forth in this Article V; provided, however, that amount of such insurance proceeds or other amounts actually received up to the parties may seek amount received from such Contributor less any costs incurred to enforce specifically this Agreement and the terms and conditions hereofrecover such proceeds. (d) Nothing in Damages shall be determined without duplication of recovery under other provisions of this Article V shall affect the rights and remedies of Purchaser Agreement or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective TimeTransaction Document.

Limitations on Indemnification. (a) Seller Notwithstanding any other provision of this Agreement to the contrary: (i) no SRI Indemnifying Party shall not be required liable in respect of any indemnification obligation for Damages under Section 7.1(i) (other than in respect of any failure of the representations in Section 3.4 or Section 3.5(u) to indemnify Purchaser, and Purchaser shall not be required to indemnify Sellertrue), unless and until (A) the aggregate amount of Damages of the Goodyear Indemnitees arising from any particular claim, together with all Losses incurred by Purchaser or Seller pursuant to related claims, is in excess of $100,000 (the “De Minimis Amount”) and (B) the aggregate cumulative amount of such Damages of the Goodyear Indemnitees for which indemnification would be available but for this Section 5.1 or 5.2 7.3(a) exceeds $3,000,000 (as such amount, the case may be“Indemnity Deductible”), exceeds in which case the SRI Indemnifying Parties shall be liable for such Damages in excess of the Indemnity Deductible, subject to any limitations provided in this Section 7.3 and in other provisions of this Article VII, up to $3 million. Once 45,000,000 (such amount, the “Indemnity Cap”); (ii) no Goodyear Indemnifying Party shall be liable in respect of any indemnification obligation for Damages under Section 7.2(i) (other than in respect of any failure of the representations in Section 3.1 or Section 3.2(n) to be true), unless and until (A) the aggregate amount of Losses incurred by PurchaserDamages of the SRI Indemnitees arising from any particular claim, on the one handtogether with all related claims, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts is in excess of the De Minimis Amount and (B) the aggregate cumulative amount of such $3 millionDamages of the SRI Indemnitees for which indemnification would be available but for this Section 7.3(a) exceeds the Indemnity Deductible, in which case the Goodyear Indemnifying Parties shall be liable for such Damages in excess of the Indemnity Deductible, subject to any limitations provided in this Section 7.3 and in other provisions of this Article VII, up to the Indemnity Cap; and (iii) no Party shall have any liability under this Article VII for any special, exemplary or punitive damages; provided that the foregoing shall not limit the right of any Indemnitee to indemnification in accordance with this Agreement with respect to any component of any claim, settlement, award or judgment against such party by any unaffiliated third party. (b) Any liability for any Damages shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement of this Agreement or any other Dissolution Document. (c) The amount of any Damages for which indemnification is provided under Section 7.1 or Section 7.2 shall be net of (i) the actual Tax benefit realized by an Indemnitee on account of the incurrence, accrual or payment of such Damages; provided, howeverthat in computing the amount of any Tax benefit realized by an Indemnitee, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from such Damages, (ii) any amounts recovered by an Indemnitee (net of any costs or expenses of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any Person (other than this Agreement), and (iii) any amounts received by an insured Indemnitee from an insurance carrier, or paid by an insurance carrier on behalf of an insured Indemnitee (net of any costs or expenses of investigation of the underlying claim and of collection) received as an offset against such Damages (each source of recovery referred to in clauses (ii) and (iii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.1 or Section 7.2 is received by an Indemnitee or any of its Affiliates after payment by the applicable Indemnifying Party of any amount otherwise required to be paid to an Indemnitee pursuant to this Article VII, such Indemnitee shall repay to the applicable Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII had such receipt occurred at the time of such payment. (d) The amount of any Damages for which indemnification is provided by SRI under Section 7.1 in respect of a breach of the representations and warranties made by SRI in Section 3.5 regarding NGY and the NGY Subsidiaries shall be reduced by twenty-five percent (25%) to reflect Goodyear’s twenty-five percent (25%) pre-closing interest in NGY; provided, that to the limitations contained in this sentence extent that SRI or any of its Affiliates actually bears any costs and expenses of indemnifying the immediately preceding sentence Goodyear Indemnitees for any such matters, then SRI shall not apply to any claim of common law fraud alleged to have been committed provide Goodyear with a written invoice setting forth such costs and expenses actually borne by or on behalf of SRI in respect of such matters as well as the indemnifying party or portion of such costs and expenses for which Goodyear is responsible pursuant to this Section 7.3(d), and Goodyear shall pay to SRI an Affiliate thereof upon the indemnified party or claims for indemnification relating amount equal to the breach portion of any representation or warranty contained in such costs and expenses for which Goodyear is responsible pursuant to this Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable7.3(d) within thirty (30) days following receipt of such written invoice. (be) Neither Seller, on The amount of any Damages for which indemnification is provided by Goodyear under Section 7.2 in respect of a breach of the one hand, nor Purchaser, on the other handrepresentations and warranties made by Goodyear in Section 3.2 regarding GDTNA, shall be obligated reduced by twenty-five percent (25%) to indemnify the other for Losses that exceed $60 million reflect SRI’s twenty-five percent (25%) pre-closing interest in the aggregate with all Losses asserted by such partyGDTNA; provided, howeverthat to the extent that Goodyear or any of its Affiliates actually bears any costs and expenses of indemnifying the SRI Indemnitees for any such matters, that the limitations contained in this sentence then Goodyear shall not apply to any claim of common law fraud, alleged to have been committed provide SRI with a written invoice setting forth such costs and expenses actually borne by or on behalf of Goodyear in respect of such matters as well as the indemnifying party or portion of such costs and expenses for which SRI is responsible pursuant to this Section 7.3(e), and SRI shall pay to Goodyear an Affiliate thereof upon amount equal to the indemnified party or claims portion of such costs and expenses for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablewhich SRI is responsible pursuant to this Section 7.3(e) within thirty (30) days following receipt of such written invoice. (cf) Following the ClosingEach Indemnitee shall take commercially reasonable steps to mitigate any Damages as soon as reasonably practicable after such Indemnitee becomes aware of any event which does, the sole and exclusive remedy of the parties hereto with respect or could reasonably be expected to, give rise to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofsuch Damages. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (ai) For purposes of determining the amount of any Loss resulting from the breach or inaccuracy of any representation or warranty contained in this Agreement (but not for purposes of determining whether there has been a breach or inaccuracy of such representation or warranty), references in such representation or warranty to materiality, Material Adverse Effect, or similar qualifiers will be deemed omitted therefrom. (ii) Seller shall not be required have no liability arising out of or relating to indemnify Purchaser, Section 9.5(a)(iii) and Purchaser no Buyer shall not be required have any liability arising out of or relating to indemnify Seller, Section 9.5(b)(iii) unless and only to the extent the aggregate amount of all Losses suffered or incurred by Purchaser the Buyer Indemnitees or the Seller Indemnitees, as applicable, hereunder exceed one percent (1%) of the Aggregate Purchase Price (the “Threshold Amount”), in which event Buyer Indemnitees or Seller pursuant Indemnitees, as applicable, shall, subject to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other handlimitations contained herein, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification be indemnified only for amounts against the portion of such Losses in excess of such $3 millionthe Threshold Amount; provided, however, that the limitations contained limitation set forth in this sentence and the immediately preceding sentence Section 9.5(f)(ii) shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the to, resulting from or arising out of any breach of any representation or warranty contained set forth in Sections 4.1, 4.2, 4.4, 4.7, 4.8(b), 4.9, 4.18, 5.1, 5.2, and 5.5. (iii) In no event shall Buyers’ or Seller’s aggregate liability arising out of or relating to Section 6.14 9.5(a)(iii) or to any Transferred Liabilities or Excluded LiabilitiesSection 9.5(b)(iii), as applicable. , exceed ten percent (b10%) Neither Seller, on of the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such partyAggregate Purchase Price; provided, however, that the limitations contained limitation set forth in this sentence Section 9.5(f)(iii) shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to, resulting from or arising out of any breach of any representation or warranty set forth in Sections 4.1, 4.2, 4.4, 4.7, 4.8(b), 4.9, 4.18, 5.1, 5.2, and 5.5. (iv) Notwithstanding anything to the contrary in Sections 9.5(f)(ii) and 9.5(f)(iii), in no event shall the aggregate liability of Seller arising out of or relating to Sections 9.5(a)(ii) or 9.5(a)(iii), or the aggregate liability of Buyers arising out of or relating to Sections 9.5(b)(ii) or 9.5(b)(iii) exceed the Aggregate Purchase Price. (v) The amount of any Loss for Transferred Liabilities which an Indemnitee claims indemnification under this Agreement shall be (A) reduced by any insurance proceeds received from a third-party insurer (net of reasonable costs incurred by such Indemnitee to enforce payment from such third-party insurer) by such Indemnitee with respect to such Loss, and (B) reduced by indemnification, reimbursement, credits, rebates, refunds or Excluded Liabilitiesother payments received by such Indemnitee from third parties with respect to such Loss (net of reasonable costs incurred by such Indemnitee to obtain such indemnification, reimbursement, credits, rebates, refunds or other payments). (vi) In the event that an Indemnitor pays to a Buyer Indemnitee or Seller Indemnitee any Losses that it is entitled to recover hereunder, no other Buyer Indemnitee or Seller Indemnitee, as applicable, shall be entitled to recover the same Losses with respect to such claim for indemnification. (cvii) Following the Closing, the sole and exclusive remedy of the parties hereto with respect Each party shall be bound by its common law duty to mitigate any Losses subject to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying for which such party or an Affiliate thereof upon the indemnified party) shall be seeks indemnification pursuant to the indemnification provisions set forth in this Article V9. (viii) If the Indemnitee receives any payment from an Indemnitor in respect of any Losses pursuant to this Section 9.5 and the Indemnitee could reasonably have recovered all or a part of such Losses from a third party, including any provider of insurance or other third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnitor, then the Indemnitee shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnitor to recover from the Potential Contributor the amount of such payment; provided, however, that the parties may seek Indemnitee shall not be required to enforce specifically assign any such rights to the Indemnitor (A) in the event the Potential Contributor is a Governmental Authority, or (B) if an attempted assignment of any rights against a Potential Contributor would be in violation of Law or Contract or would require the consent of a third party. An Indemnitor that is an assignee of any rights pursuant to this Agreement and clause (viii) shall indemnify the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies Indemnitee for any Losses suffered by such Indemnitee as a result of Purchaser any actions or Seller omissions with respect to any breach by thereto of the other of any of their covenants or agreements to be performed at Indemnitor in connection with or after the Effective Timegiving effect to such assignment.

Limitations on Indemnification. (a) Seller Notwithstanding the foregoing provisions of Section 11.1, but subject to Section 11.3(c), (i) Sellers shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, or defend Buyer or any Buyer-Related Entities under Section 11.1 unless the aggregate amount of all Losses incurred amounts for which indemnity claims and defense costs would otherwise be payable by Purchaser Sellers under Section 11.1 exceeds the Basket Limitation and, in such event, Sellers shall be responsible for all such amounts from the first dollar, without regard to the Basket Limitation, (ii) in no event shall the liability of Sellers with respect to the indemnification and defense costs provided for in Section 11.1 exceed in the aggregate the Cap Limitation, and (iii) if Buyer obtains Buyer’s Knowledge of any inaccuracy or breach of any representation, warranty, or covenant of Sellers contained in this Agreement prior to the Closing (a “Pre-Closing Seller Breach”) and nonetheless proceeds with and consummates the Closing, then Buyer and any Buyer Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article XI for, or any other claim or cause of action under this Agreement, whether at law or in equity on account of any such Pre-Closing Seller Breach. In no event shall Buyer or Sellers be entitled to seek or obtain consequential, speculative, special, punitive or exemplary damages against Sellers or Buyer, respectively, except to the extent Buyer or the Buyer-Related Entities, or Seller or the Seller-Related Entities, as applicable, actually incur Losses pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence 11.1 and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities11.2, as applicable, because such damages are awarded to a third party in connection with a third party claim. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) A Party may assert a claim for indemnification pursuant to this Article X only to the extent the Indemnitee gives a Notice of Third Party Claim or Notice of Direct Loss, as applicable, with respect to such claim, to the Indemnifying Party (i) for claims pursuant to Section 10.2(a)(ii) or Section 10.2(b)(ii), prior to the expiration of the applicable time period set forth in Section 10.1; (ii) for claims pursuant to Section 10.2(a)(i) or Section 10.2(b)(i), within fifteen (15) months following the Closing Date; (iii) for claims pursuant to Section 10.2(a)(iv), within five years following the Closing Date; and (iv) for claims pursuant to Section 10.2(a)(v) or Section 10.2(a)(vi), within three years following the Closing Date. Any claim for indemnification by Buyer with respect to which a Notice of Third Party Claim or Notice of Direct Loss is received by Seller within the applicable time frame set forth in the foregoing sentence shall be deemed timely made regardless of whether Buyer has at such point begun to comply with its obligations pursuant to Section 10.2(c). Any claim for indemnification not be required made in accordance with Section 10.3 and the foregoing sentence by a Party on or prior to indemnify Purchaserthe applicable date set forth in Section 10.1 or this Section 10.4(a), and Purchaser shall the other Party’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived. (b) Notwithstanding any other provision of this Article X: (i) Seller will not be required have any indemnification obligations for Indemnifiable Losses under Sections 10.2(a)(i), 10.2(a)(ii), 10.2(a)(iv), 10.2(a)(v), and 10.2(a)(vi) (A) for any individual item where the Loss relating thereto is less than $100,000 and (B) in respect of each individual item where the Loss relating thereto is equal to indemnify Selleror greater than $100,000, unless the aggregate amount of all such Losses incurred exceeds $5,000,000, and then only to the extent of such excess; and (ii) in no event will the aggregate indemnification to be paid by Purchaser or Seller under Sections 10.2(a)(i), 10.2(a)(ii), 10.2(a)(iv), 10.2(a)(v), and 10.2(a)(vi) exceed 25% of the Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Sections 10.4(b)(i) and 10.4(b)(ii) will not apply to claims asserted by Buyer for breaches of Sections 5.1, 5.2, 5.3(a), 5.7, 5.15, 5.16, and 5.17, (y) the aggregate indemnification to be paid by Seller under Section 10.2(a)(ii) with respect to breaches of Sections 5.7 and 5.17, will not exceed 50% of the Purchase Price, less any other indemnification payments made by Seller pursuant to Section 5.1 or 5.2 (as the case may beSections 10.2(a)(i) and 10.2(a)(ii), exceeds $3 million. Once such and (z) the aggregate amount indemnification to be paid by Seller under Section 10.2(a)(ii) with respect to breaches of Losses incurred by PurchaserSections 5.1, on the one hand5.2, or Seller5.3(a), on the other handand 5.16, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall will not apply to any claim of common law fraud alleged to have been committed by or on behalf exceed 100% of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for Purchase Price, less any other indemnification relating payments made by Seller pursuant to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (bSections 10.2(a)(i) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableand 10.2(a)(ii). (c) Following Notwithstanding any other provision of this Article X: (i) Buyer will not have any indemnification obligations for Indemnifiable Losses under Sections 10.2(b)(i) and 10.2(b)(ii) (A) for any individual item where the ClosingLoss relating thereto is less than $100,000 and (B) in respect of each individual item where the Loss relating thereto is equal to or greater than $100,000, unless the sole aggregate amount of all such Losses exceeds $5,000,000, and exclusive remedy then only to the extent of such excess; and (ii) in no event will the aggregate indemnification to be paid by Buyer under Sections 10.2(b)(i) and 10.2(b)(ii) exceed 25% of the parties hereto Purchase Price. Notwithstanding the foregoing, (x) the limitations set forth in Sections 10.4(b)(i) and 10.4(b)(ii) will not apply to claims asserted by Seller for breaches of Sections 6.1, 6.2, 6.3(a), and 6.6, and (y) the aggregate indemnification to be paid by Buyer under Section 10.2(b)(ii) with respect to any breaches of Sections 6.1, 6.2, 6.3(a), and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf 6.6 will not exceed 100% of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Purchase Price, less any other indemnification payments made by Buyer pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement Sections 10.2(b)(i) and the terms and conditions hereof10.2(b)(ii). (d) Nothing No representation or warranty of either Party contained herein will be deemed untrue or incorrect, and such Party will not be deemed to have breached a representation, warranty, or covenant as a consequence of the existence of any fact, circumstance, action, or event that is permitted to be taken by such Party under the terms of this Agreement, or that is disclosed in this Article V shall affect Agreement, any Schedule, or Exhibit hereto. (e) Notwithstanding anything contained in this Agreement to the rights contrary, except for the representations and remedies of Purchaser warranties contained in this Agreement, neither Seller nor any other Person is making any other express or Seller implied representation or warranty with respect to Seller, the Purchased Assets, the Assumed Obligations or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller or its Affiliates, officers, directors, employees, agents, or representatives, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS. Any claims Buyer may have for breach of representation or warranty must be based solely on the representations and warranties of Seller set forth in this Agreement. In furtherance of the foregoing, except for the representations and warranties contained in this Agreement, Buyer acknowledges and agrees that none of Seller, any of its Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person for, and Seller hereby disclaims all liability and responsibility for, any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or any of Buyer’s Representatives, including any confidential memoranda distributed on behalf of Seller relating to the Purchased Assets or the Assumed Obligations or other publications or data room information provided to Buyer or Buyer’s Representatives, or any other document or information in any form provided to Buyer or Buyer’s Representatives in connection with the sale of the Purchased Assets, the assumption of the Assumed Obligations, and the transactions contemplated hereby (including any opinion, information, projection, or advice that may have been or may be provided to Buyer or Buyer’s Representatives by Seller or any of Seller’s Representatives). BUYER HEREBY ACKNOWLEDGES THAT, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V, THE PURCHASED ASSETS ARE BEING PURCHASED ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS. Notwithstanding the foregoing, nothing contained in this Section 10.4(e) shall limit in any respect any remedy to which any Party may be entitled in respect of any fraudulent breach of this Agreement or other fraud by the other of any of their covenants or agreements to be performed at or after the Effective TimeParty.

Limitations on Indemnification. (a) Seller No Indemnitor shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser liable for an indemnification claim made under Section 9.2(a) or Seller pursuant to Section 5.1 or 5.2 (9.3(a) as the case may be): (i) for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date, exceeds $3 million. Once such aggregate amount of (ii) to the extent Losses incurred by Purchaserthe Buyer Indemnified Parties in the aggregate under Section 9.2(a) or by the Seller Indemnified Parties in the aggregate under Section 9.3(a), on as applicable, exceed an amount equal the one handsum of $680,000 (the “Indemnification Cap”); and (iii) unless and until the Losses of the Buyer Indemnified Parties collectively, or Seller, on of the other hand, exceeds $3 million, Purchaser or SellerSeller Indemnified Parties collectively, as applicable, exceed an aggregate amount equal to $21,250 (the “Basket”), in which case may be, the applicable Indemnitor(s) shall thereupon be entitled obligated to indemnification only the Indemnitee(s) for amounts in excess the amount of such $3 millionLosses of the Indemnitee(s) that exceed the Basket; provided, however, that the limitations contained in this sentence Basket and the immediately preceding sentence Indemnification Cap shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or (i) indemnification claims for indemnification relating to the breach extent amounts are actually paid under insurance policies maintained by the Indemnitor (or any of any representation its Affiliates) and (y) indemnification claims based, in whole or warranty contained in Section 6.14 part, on fraud, willful misconduct or to any Transferred Liabilities or Excluded Liabilities, as applicableintentional misrepresentation. (b) Neither Seller, on The Basket and the one hand, nor Purchaser, on the other hand, Indemnification Cap shall be obligated apply only to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence indemnification claims made under Section 9.2(a) or Section 9.3(a) and shall not affect or apply to any other indemnification claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be made pursuant to the indemnification provisions set forth in this Article V; providedAgreement, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofincluding those asserted under any other clause of Section 9.2 or Section 9.3. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall not be required have any liability under Section 7.1(a), including Claims solely for breach of any representation or warranty with respect to indemnify Purchaserthe Unaudited Financial Information made under Section 8.5 below (“Section 8.5 Warranty Claims”), and Purchaser shall not be required to indemnify Seller, unless until the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Claims described in Section 5.1 or 5.2 (as the case may be7.1(a), including Section 8.5 Warranty Claims, exceeds $3 million1,020,000 (the “Threshold Amount”), and then only for the amount by which such Claims exceed the Threshold Amount. Once such Upon reaching the Threshold Amount, Seller shall be liable to the Purchaser Indemnified Parties with respect to Claims described in Section 7.1(a) including Section 8.5 Warranty Claims, in excess of the Threshold Amount up to an aggregate amount of Losses incurred by Purchaser$10,200,000 (the “Cap”). Notwithstanding anything contained herein to the contrary, on the one handlimitations set forth in this Section 7.4(a) will not apply to a Claim (i) for a breach of a representation or warranty contained in Section 4.2(a), the first sentence of Section 4.3 and Section 4.5(a), or Seller(ii) for actual (and not constructive) fraud. (b) Purchaser and Parent shall not have any liability under Section 7.2(a) until the aggregate amount of all Claims described in Section 7.2(a) exceeds the Threshold Amount, on and then only for the other hand, exceeds $3 millionamount by which such Claims exceed the Threshold Amount. Upon reaching the Threshold Amount, Purchaser or Seller, as and Parent shall be jointly and severally liable to the case may be, shall thereupon be entitled Seller Indemnified Parties with respect to indemnification only for amounts Claims described in Section 7.2(a) in excess of such $3 millionthe Threshold Amount up to an aggregate amount equal to the Cap. Notwithstanding anything contained herein to the contrary, the limitations set forth in this Section 7.4(b) will not apply to a Claim (i) for a breach of a representation or warranty contained in Section 3.1 and Section 3.4, or (ii) for actual (and not constructive) fraud. (c) All representations and warranties contained in this Agreement, including the representations and warranties as to the Unaudited Financial Information in Section 8.5 below, the Schedules and Exhibits hereto and any agreement, document, instrument or certificate delivered hereunder will survive the Closing for a period of twelve (12) months; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any (i) a claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the representations and warranties in Section 3.1 (other than the first sentence thereof), Section 4.2(a), the first sentence of Section 4.3 and Section 4.5(a) will survive the Closing indefinitely and (ii) a claim for indemnification relating to the representations and warranties contained in Section 4.7 and Section 4.9 must be made with six (6) months after the expiration of the applicable statute of limitations (including extensions). However, as to any breach of of, or misstatement in, any such representation or warranty contained in Section 6.14 as to which the non-breaching party has given notice to the breaching party on or prior to any Transferred Liabilities or Excluded Liabilitiesthe expiration of the applicable period, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closingabove set forth, the sole and exclusive remedy of the parties hereto with respect same will continue to any and all claims relating survive beyond said period, but only as to the matters addressed contained in Section 5.1 such notice. All covenants and agreements made by a party hereto in this Agreement or 5.2 in any Transaction Agreement (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to including, without limitation, the indemnification provisions obligations set forth in this Article V; providedSection) will survive the Closing until fully performed, however, that the parties may seek to enforce specifically this Agreement discharged and the terms and conditions hereofsatisfied. (d) Nothing in this Article V To the extent an Indemnifying Party (as defined below) indemnifies any Indemnified Party (as defined below) on any Claim, each Indemnified Party shall affect assign to the Indemnifying Party, to the fullest extent allowable, their rights and remedies causes of Purchaser action with respect to such Claim against third parties, or Seller in the event assignment is not permissible, the Indemnifying Party shall be allowed to pursue such Claim in the name of the applicable Indemnified Party, as applicable, at the Indemnifying Party’s expense. The Indemnifying Party shall be entitled to retain all recoveries for its own accounts made as a result of any such action. Each Indemnified Party shall provide, at no expense to themselves, to the Indemnifying Party reasonable assistance in prosecuting such Claim, including making their books and records relating to such Claim available and making their employees available for interviews and similar matters. If an Indemnified Party recovers from a third party any part of any Claim that had been paid by the Indemnifying Party pursuant to its indemnification obligations hereunder, each such Indemnified Party shall promptly remit to the Indemnifying Party the amount of such recovery without regard to the time limitations described in Section 7.4(c). (e) No Indemnified Party shall be entitled to any indemnity on account of consequential, incidental or indirect damages or losses (unless such damages or losses are asserted against any Indemnified Party by a third party) and, in particular, no “multiple of profits” or other items shall be applied in calculating any indemnity amount. (f) No Indemnified Party shall have liability for indemnification with respect to any breach by Claim for indemnification that relates to the other of passing of, or any of their covenants or agreements to be performed at or change in, after the Effective TimeClosing Date, any Law or any accounting policy, principle or practice or any increase in Tax rates in effect on the Closing Date, even if the change or increase has retroactive effect or requires action at a future date.

Limitations on Indemnification. (a) Seller 12.4.1. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Losses include a party's incidental, consequential or punitive damages, regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any losses which form the basis for any claim for indemnification hereunder. 12.4.2. Notwithstanding any other provision of this Agreement to the contrary, Sellers shall not be required liable to indemnify Purchaser, and Purchaser shall not be required Buyer in respect of any indemnification hereunder except to indemnify Seller, unless the extent that the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 of Buyer under this Agreement exceeds Five Hundred Thousand Dollars (as $500,000) (the case may be"Basket Amount"), exceeds $3 million. Once such aggregate and then only to the extent of the excess over the amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds Two Hundred Fifty Thousand Dollars ($3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million250,000); provided, however, that the limitations contained in aggregate amount of Losses of Buyer under this sentence and the immediately preceding sentence Agreement shall not apply exceed Four Million Dollars ($4,000,000) (the "Indemnity Cap"); further provided, however, the Basket Amount shall not be applicable to any claim of common law fraud alleged to have been committed by or on behalf amounts owed in connection with the determination of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating Proration Amount pursuant to Section 2.6, to the breach payment or reimbursement obligations of any representation Sellers under Sections 8.2 and 8.4.8, or warranty contained to the indemnities set forth in Section 6.14 12.2(a) or Section 12.2(b); further provided, however, the Indemnity Cap shall not be applicable (i) if the transfer of the License Assets to Buyer has not occurred on or prior to such date which is four (4) years from the date of this Agreement as a result of a default under, or breach of, any Transferred Liabilities of the terms of this Agreement by Sellers, (ii) if the Closing has not occurred on or Excluded Liabilitiesprior to such date which is four (4) years from the date of this Agreement under the circumstances described in the second sentence of Section 11.1.2, as applicableor (iii) in the event of fraud. (b) Neither Seller12.4.3. Notwithstanding any other provision of this Agreement to the contrary, on Buyer acknowledges and agrees that the one hand, nor Purchaser, on the other hand, shall be obligated maximum aggregate liability of Sellers pursuant to indemnify the other this Agreement to Buyer and any third parties for Losses that exceed $60 million in the aggregate with any and all Losses asserted by such shall not exceed the Indemnity Cap, regardless of whether Buyer seeks indemnification pursuant to this Article 12, regardless of the form of action, whether in contract or tort, including negligence, and regardless of whether or not Sellers are notified of the possibility of damages to Buyer or any other third party; provided, however, that the limitations contained in this sentence Indemnity Cap shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf be applicable if the transfer of the indemnifying party License Assets to Buyer has not occurred on or an Affiliate thereof upon prior to such date which is four (4) years from the indemnified party date of this Agreement as a result of a default under, or claims for indemnification for Transferred Liabilities breach of, any of the terms of this Agreement by Sellers, (ii) if the Closing has not occurred on or Excluded Liabilitiesprior to such date which is four (4) years from the date of this Agreement under the circumstances described in the second sentence of Section 11.1.2, as applicableor (iii) in the event of fraud. 12.4.4. Each party (ca "recipient party") Following shall notify the Closingother party in writing (the "representing party") reasonably promptly of any perceived breach by the representing party of which the recipient party has knowledge of any representations, warranties, covenants and agreements, and of any Losses (including a brief description of the same) of the recipient party caused thereby. In the event of any breach that is cured prior to the Transfer Date in accordance with the terms of this Agreement, the sole and exclusive remedy of representing party shall have no obligation under Section 12.2 or Section 12.3 or otherwise to indemnify the parties hereto recipient party with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofsuch Losses. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) The indemnification provided for in Section 8.3(a) and Section 8.4 is subject to the following limitations: (i) subject to Section 8.5(a)(ii), Seller shall not be liable to the Buyer Indemnified Parties for any Losses with respect to the matters described in Section 8.3(a) (other than breaches of the Fundamental Representations, or the representations and warranties in Section 3.13 (Taxes), which shall not be subject to such limitation), (A) unless such Losses exceed an aggregate amount equal to $3,150,000 (the “Threshold Amount”) and then only for Losses in excess of $2,100,000 and (B) in excess of $37,800,000 (the “Cap”), except that with respect to any Losses for breaches of the representations and warranties in Section 3.6(b), the “Cap” shall instead be $63,000,000; (ii) without limiting the generality of the foregoing, any Loss, or any Losses arising out of the same or substantially similar facts and circumstances, shall not be entitled to indemnification under Section 8.3(a) or Section 8.4(a) (other than breaches of the Fundamental Representations or the representations and warranties in Section 3.13 (Taxes), which shall not be subject to such limitation) and shall not be indemnifiable or counted toward satisfaction of the Threshold Amount unless they exceed $75,000 individually or in the aggregate; (iii) Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters described in Section 8.4(a) (other than breaches of Fundamental Representations of Buyer, which shall not be subject to such limitation), (A) unless such Losses exceed the Threshold Amount and then only for Losses in excess of $2,100,000 and (B) in excess of the Cap; (iv) Seller shall not be required liable to indemnify Purchaserthe Buyer Indemnified Parties, and Purchaser Buyer shall not be required liable to indemnify Sellerthe Seller Indemnified Parties, unless for any Losses hereunder in excess of the aggregate amount Base Closing Cash Payment; (v) neither Seller nor Buyer shall have any obligations under or liabilities in respect of all Losses incurred Section 8.3(a) or Section 8.4(a) (except in respect of the Fundamental Representations, with respect to which claims for indemnity may be made at any time permitted by Purchaser law) from and after the applicable Survival Date; provided that any claim for indemnity made by a Buyer Indemnified Party or Seller pursuant to Indemnified Party under Section 5.1 8.3(a) or 5.2 (as the case may beSection 8.4(a), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled in accordance with the terms of this Article VIII prior to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf expiration of the indemnifying party or an Affiliate thereof upon applicable Survival Date will survive beyond the indemnified party or claims for indemnification relating applicable Survival Date until such claim is finally and conclusively resolved; and (vi) each Buyer Indemnified Party and Seller Indemnified Party shall, to the breach extent required by applicable Law, mitigate any indemnifiable Loss upon and after becoming aware of any representation or warranty contained in Section 6.14 or event giving rise to any Transferred Liabilities or Excluded Liabilities, as applicablesuch Losses. (b) Neither SellerNotwithstanding anything to the contrary herein, on the one handexcept as provided in Section 2.6 (Purchase Price Adjustment), nor PurchaserArticle VI (Tax Matters), on the other handArticle IX (Termination) or Section 10.6 (Equitable Relief), shall be obligated to indemnify the other for Losses that exceed $60 million and in the aggregate with all Losses asserted by such party; providedAncillary Agreements, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser Buyer and Seller, and any Buyer Indemnified Party and any Seller Indemnified Party (each Buyer Indemnified Party and Seller Indemnified Party is referred to herein as an “Indemnified Party”), under this Article VIII are exclusive and in lieu of any and all other rights and remedies which Buyer or Seller Seller, or any Indemnified Party, may have under this Agreement with respect to any breach by this Agreement and with respect to the other transactions contemplated hereby or thereby, and with respect to the Purchased Assets and the Business, except in case of any of their covenants or agreements to be performed at or after the Effective Timefraud.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating Notwithstanding anything to the breach of any representation or warranty contrary contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesherein, as applicable. (b) Neither Sellerneither IMS, on the one hand, nor PurchaserTriZetto and Merger Sub, on the other hand, shall be obligated liable to indemnify TriZetto and Merger Sub or IMS, or any of their respective subsidiaries or any directors, officers, employees or agents of any of the other foregoing, as applicable, for Losses that exceed $60 million any Claims and Liabilities which such party(ies) would otherwise be entitled to indemnification pursuant to Section 9.2 or 9.3 in respect of, unless the aggregate with amount of all Losses asserted such Claims and Liabilities incurred by such partyparty(ies) exceeds $4,000,000 (the "DEDUCTIBLE AMOUNT"), in which event such party(ies) shall be liable only for the amount of such Claims and Liabilities which exceeds the Deductible Amount; provided, however, that the limitations contained in aggregate liability of IMS, on the one hand, and TriZetto and Merger Sub, on the other hand, under this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. Section 9 (c) Following the Closing, the sole and exclusive remedy of the parties hereto other than with respect to any and all claims relating intentional or willful breach or failure to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyperform) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofno event exceed $100,000,000. (db) Nothing in this Article V shall affect Anything to the rights contrary notwithstanding, neither IMS, on the one hand, nor TriZetto and remedies of Purchaser or Seller with respect to any breach by Merger Sub, on the other hand, shall be liable to TriZetto and Merger Sub or IMS, or any of their respective subsidiaries or any directors, officers, employees or agents of any of their covenants the foregoing, as applicable, in respect of any Claims and Liabilities which are covered by insurance owned by such party(ies) to the extent that any net loss is reduced by such insurance. To the extent quantifiable, the parties shall make appropriate adjustments to take into account the tax benefits or agreements costs in determining the amount of indemnification to be performed at or after the Effective Timeprovided hereunder.

Limitations on Indemnification. Subject to the provisions of Section 9.7: (a) Seller no indemnification shall not be required payable to indemnify Purchaser, and Purchaser shall not be required a Buyer Indemnified Person as a result of any Losses arising under Section 9.2(a)(i) or to indemnify Seller, unless a Company Indemnified Person as a result of any Losses arising under Section 9.3(a) until the aggregate amount of all Losses incurred by Purchaser all Buyer Indemnified Persons or Seller pursuant to Section 5.1 or 5.2 (Company Indemnified Persons, as the case may be)applicable, exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser25,000 (the “Basket”), on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Sellerwhereupon (in each case subject to Sections 9.4(b)(i) and 9.4(c)(i), as applicable, below) the case may beBuyer Indemnified Persons or the Company Indemnified Persons, as applicable, shall thereupon be entitled to indemnification only for amounts in excess receive the amount of such $3 millionall Losses, including the Basket; provided, however, that the limitations contained in this sentence and the immediately preceding sentence foregoing shall not apply to any claim Losses resulting from or arising out of common law fraud alleged to have been committed by any breach or on behalf inaccuracy of any of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable.Excepted Representations; (b) Neither Seller, on the one hand, nor Purchaser, on maximum aggregate Losses payable to the other hand, Buyer Indemnified Persons pursuant to (i) Section 9.2(a)(i) shall be obligated an amount equal to indemnify $250,000 (the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party“Mini Cap”); provided, however, that the limitations contained in this sentence foregoing shall not apply to any claim Losses resulting from or arising out of common law fraud, alleged to have been committed by any breach or on behalf inaccuracy of any of the indemnifying party or Excepted Representations; (ii) Section 9.2(a)(ii) through 9.2(a)(ix) shall be an Affiliate thereof upon amount equal to the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable.Remaining Payments; and (iii) Section 9.2(a)(viii) shall be an amount equal to the Escrow Amount; and (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating maximum aggregate Losses payable to the matters addressed in Company Indemnified Persons pursuant to (i) Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party9.3(a) shall be pursuant an amount equal to the indemnification provisions set forth in this Article VMini Cap; provided, however, that the parties may seek foregoing shall not apply to enforce specifically this Agreement any Losses resulting from or arising out of any breach or inaccuracy of any of the Excepted Representations; and (ii) Section 9.3(b) through 9.3(e) shall be an amount equal to $1,000,000 plus the terms Remaining Payments (except that the Buyer’s and conditions hereof. (d) Nothing in this Article V HSCC’s aggregate liability for claims for Losses under Section 9.3 shall affect be reduced by the rights and remedies Mini Cap on the first anniversary of Purchaser or Seller the Closing Date, except with respect to any breach claims made by Company Indemnified Persons under Section 9.3(a) on or before the other first anniversary of any of their covenants or agreements the Closing Date in accordance with this Agreement, which shall survive and be subject to be performed at or after the Effective TimeMini Cap until such time as such claim(s) have been resolved).

Limitations on Indemnification. (a) Seller To the extent that a Party hereto shall have any obligation to indemnify and hold harmless any other Person hereunder, such obligation shall not be include lost profits or other consequential, special, punitive, incidental or indirect damages (and the injured Party shall not recover for such amounts), except to the extent such amounts are required to indemnify Purchaserbe paid to a third party other than an Indemnified Party or a Person affiliated therewith. (b) Except in the case of fraud or intentional misrepresentation, and Purchaser ResCap shall not be required have any obligation to indemnify Seller, any Buyer Indemnified Party pursuant to Section 7.2(a)(i) relating to or arising out of a breach of any of the representations and warranties made by ResCap and Seller pursuant to Section 3.1(e)(ii) or (iii) unless and until the aggregate amount of all Losses incurred subject to indemnification thereunder shall exceed 0.5% of the Firm Bid Price, as adjusted pursuant to Sections 2.3 and 2.4 (the “Deductible”), and once the Deductible is exceeded, ResCap shall be liable for only those Losses in excess of the Deductible. (c) Except in the case of fraud or intentional misrepresentation, in no event shall the aggregate liability of ResCap for Losses pursuant to Section 7.2(a)(i) relating to or arising out of a breach of any of the representations and warranties made by Purchaser or ResCap and Seller pursuant to Section 5.1 3.1(e)(ii) or 5.2 (as iii) exceed an amount equal to the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerFirm Bid Price, as adjusted pursuant to Sections 2.3 and 2.4 (the case may be“Cap”). (d) Notwithstanding anything to the contrary in this Agreement, the Parties agree that neither the Deductible nor the Cap shall thereupon be apply with respect to any Losses pursuant to which any Buyer Indemnified Party is entitled to indemnification only for amounts pursuant to Section 7.2(a)(iii). (e) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Person shall be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Person (or any of its controlled Affiliates that are Indemnified Persons) with respect to such Losses and (ii) any other recoveries pursuant to indemnification rights directly relating to such Loss obtained by the Indemnified Person (or any of its controlled Affiliates that are Indemnified Persons) from any other third party, less, in excess the case of each of clauses (i) and (ii) of this sentence, all Losses related to the pursuing and receipt of such $3 millionrecoveries and any related recoveries. If any such net proceeds or recoveries are actually received by an Indemnified Person (or any of its controlled Affiliates that are Indemnified Persons) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Indemnifying Person the amount of such net proceeds or recoveries (up to the amount of the Indemnifying Person’s payment). (f) Upon making any payment to an Indemnified Person in respect of any Losses, the Indemnifying Person shall, to the extent of such payment, be subrogated to all rights of the Indemnified Person (and its Affiliates) against any insurance company from which the Indemnified Person (and its controlled Affiliates that are Indemnified Persons) has insurance in respect of the Losses to which such payment relates. Such Indemnified Person (and its controlled Affiliates that are Indemnified Persons) and Indemnifying Person shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights. To the extent the exercise of rights under this Section 7.4(f) directly results in higher insurance premiums for the Indemnified Person, the incremental cost of such higher premiums shall constitute “Losses.” (g) If (i) the Indemnifying Party has expressly confirmed in writing its obligation to indemnify an Indemnified Party for a Third Party Claim (or been deemed to have confirmed its obligation to indemnify by assuming the defense of such Third Party Claim) and (ii) the Indemnified Party is entitled to indemnification from a third party unaffiliated with such Indemnified Party, then, promptly at the written request of the Indemnifying Party, the Indemnified Party shall use commercially reasonable efforts to enforce its rights in respect of such third party indemnification; provided, that (x) any out-of-pocket costs or expenses incurred by the Indemnified Party in connection with such efforts shall constitute Losses hereunder and (y) the Indemnified Party shall not be required to bring any action or pursue any claim under arbitration or mediation to enforce its rights or otherwise take any action that the Indemnified Party determines in its reasonable judgment would be detrimental in any material respect to any ongoing business relationship with such third party. Notwithstanding anything to the contrary in this Section 7.4, ResCap shall not have any right, directly or indirectly, to pursue any indemnification rights of Buyer or Subsidiary under the MSRAs or otherwise, except to the extent directed in writing by Buyer pursuant to the Servicing Agreement. (h) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party (subject to clause (g) above) or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that no party shall be required to use such efforts if such efforts (i) would require such party to pay any out-of-pocket amount; provided, however, that if an Indemnified Party has actual knowledge of an opportunity to mitigate any Loss that involves paying an out-of-pocket amount, then such Indemnified Party shall provide reasonable notification to the limitations contained Indemnifying Party of such opportunity and if, after receipt of such notification, the Indemnifying Party elects to provide an Indemnified Party with immediately available funds with instructions to use such funds to mitigate any Losses, such Indemnified Party shall use such funds for purposes of satisfying its obligations under this subsection (h) in this sentence accordance with the reasonable instructions of the Indemnifying Party (it being understood and the immediately preceding sentence agreed that funds supplied by an Indemnifying Party to an Indemnified Party and used to mitigate Losses shall not apply to any claim of common law fraud alleged to have been committed represent payment by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating Indemnifying Party to the breach Indemnified Party for reimbursement of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such partyindemnified Losses); provided, howeverfurther, that failure by the limitations contained in this sentence Indemnified Party to provide any such notification shall not apply relieve the Indemnifying Party of any of its indemnification obligations hereunder except to any claim of common law fraudthe extent, alleged and solely to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closingextent, the sole Indemnified Party fails to use commercially reasonable efforts to notify the Indemnifying Party of an opportunity to mitigate any Loss as contemplated hereby and exclusive remedy of the parties hereto with Indemnifying Party is materially prejudiced by such failure, or (ii) otherwise would be detrimental in any material respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf ongoing business relationship of the indemnifying party or an Affiliate thereof upon the indemnified Indemnified Party with any third party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller No Party to this Assets Purchase Agreement shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess under this Assets Purchase Agreement to the extent that such Party's Losses are increased or extended by the willful misconduct, violation of law or bad faith of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableParty. (b) Neither SellerNo Indemnifying Party shall be required to indemnify an Indemnitee with respect to any Loss arising out of or with respect to a Claim unless the amount of such Loss, on the one hand, nor Purchaser, on the when aggregated with all other handsuch Losses, shall (i) exceed [*], at which time Claims may be obligated asserted to indemnify the other for Losses extent that exceed $60 million in the aggregate with all Losses asserted by or Asserted Liabilities are in excess of such partythreshold amount; providedPROVIDED, however, that the limitations contained in this sentence such threshold amount shall not apply to any claim any (a) Loss which results from or arises out of common law fraudan Ownership Claim, alleged to have been committed by a Tax Claim or on behalf Undisclosed Liability Claim, (b) Loss which results from or arises out of the indemnifying party fraud or intentional misrepresentation or an Affiliate thereof upon the indemnified party intentional breach of a representation, [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. warranty, covenant or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. agreement in this Assets Purchase Agreement; (c) Following the Closing, the sole and exclusive remedy Claim which is based upon Section 8.2.1(a)(iii) or 8.2.2(a)(iii) or (d) Loss which results from or arises out of any Litigation incident to any of the parties hereto with respect matters referred to any in the foregoing clauses (a) and all claims relating (b); and (ii) be less than [*], PROVIDED that such cap shall not apply to the matters addressed in Section 5.1 or 5.2 (other than claims a) a General Claim which is based upon a breach by SBCL of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions its representations and warranties set forth in this Article V; providedSections 3.1.7(a) or (b) hereof or a breach of its covenant set forth in Section 4.4 hereof, however(b) a General Claim which is based upon a breach by ActaMed of its representation and warranty set forth in Section 3.2.14 or a breach of its covenant set forth in Section 4.4 hereof, that or (c) a Claim which is based upon Section 8.2.1(a)(iii) or 8.2.2(a)(iii). Notwithstanding the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to foregoing, for any breach by the other of Section 3.1.6(a)-(c), SBCL shall indemnify each ActaMed Indemnitee for any individual Loss in excess of their covenants or agreements to be performed at or after the Effective Time[*] per item of tangible personal property and any aggregate Loss exceeding [*] for items of tangible personal property.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (a) Seller shall will not be required have any liability under Section 8.02(c) (other than with respect to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, a breach of any of the Seller Specified Representations) unless the aggregate amount liability for Losses suffered by the Acquiror Indemnitees thereunder exceeds $25,000,000 (the “Deductible”) and then only to the extent of all such excess; (b) Seller’s aggregate liability under Section 8.02(c) (other than with respect to a breach of Sections 2.01 (Organization), 2.02 (Authority), 2.11 (Brokers), 2.12 (Title), 2.13(a)-(c) (Wimbledon Assets), 2.17 (Diamond Transaction), and 2.16 (Wimbledon Entities) (the “Seller Specified Representations”)) will not exceed 15% of the Final Purchase Price (the “Cap”); (c) (i) Acquiror will not have any liability under Section 8.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations) unless the aggregate liability for Losses incurred suffered by Purchaser the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (ii) Acquiror’s aggregate liability under Section 8.01(c) (other than with respect to a breach of Section 3.02 (Authorization) (the “Acquiror Specified Representations”)) will not exceed the Cap; (d) no party will have any liability under Section 8.01(c) or Seller 8.02(c) for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (d)), unless such Loss exceeds $25,000, and any Losses that are disregarded pursuant to this clause (d) will not be aggregated for purposes of the preceding clauses (a) through (c); (e) neither Seller nor Acquiror will have any liability under Section 5.1 8.02(c) or 5.2 (as the case may beSection 8.01(c), exceeds $3 millionfor any otherwise indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Once Costs of defense will not be subject to any of the limitations contemplated in this Section 8.07 or be included in any calculation of whether any cap or similar metric was met. This Section 8.07 will not apply to indemnification for Taxes, which shall be governed exclusively by Article IX. (b) For purposes of Sections 8.01(c) and 8.02(c), any qualification in any such aggregate representation or warranty as to materiality or Snacks Business MAE will be taken into account for purposes of determining whether such representation or warranty has been breached, but in the event that such representation or warranty has been determined to have been breached, such qualification as to materiality or Snacks Business MAE will thereafter be disregarded for purposes of determining the amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser arising from such breach and Acquiror or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess may recover the entire amount of such $3 million; provided, however, that Losses subject only to the limitations contained in this sentence Deductible and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableCap. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall not be required Notwithstanding anything to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contrary contained in this sentence Agreement, (i) Seller’s aggregate maximum liability under Section 7.01(a) shall not exceed an amount equal to the Purchase Price with exception of Section 3.08 (API), Seller’s aggregate maximum liability under 3.08 (API) shall not exceed $612,000; (ii) no party shall have any liability for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the immediately preceding sentence Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of this Article VII; (iii) no party shall be liable for any Losses to the extent the Purchaser Indemnitees or the Seller Indemnitees, as applicable, failed to mitigate such Losses in accordance with applicable Laws; (iv) no party shall be liable for any Loss to the extent arising from any Law not in force on the date hereof or any change in Law which takes effect retroactively and (v) no party shall be liable for any otherwise indemnifiable Loss arising out of any breach of any representation, warranty, covenant or agreement of such party unless a claim therefor is asserted with specificity and in writing by the Indemnified Party timely in accordance with Section 7.08, failing which such claim shall be waived and extinguished. The waiver of any condition to the Closing based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant or agreement shall be deemed a waiver of the right to indemnification under this Article VII with respect to such representation or warranty, covenant, agreement or obligation. Notwithstanding any implication to the contrary contained in this Agreement, the limits on indemnification set forth in this Agreement shall not apply to any claim of common law claims or Losses based on fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableintentional misrepresentation. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount In respect of all Losses incurred by Purchaser for which Indemnifying Parties are liable hereunder arising out of or Seller pursuant resulting from any breach of any of the Fundamental Representations and Warranties, the Indemnifying Parties’ liability shall not exceed in the aggregate an amount equal to US$30,000,000 (thirty million Dollars). b) In respect of all Losses resulting from Unknown Contingent Liabilities, the Indemnifying Parties’ liability shall not exceed in the aggregate US$15,000,000 (fifteen million Dollars). c) Except for Losses resulting from the Indemnifying Parties’ breach of any Representation or Warranty referenced in Sections 6.4(a) and (b) hereof, the Indemnifying Parties’ liability to the Indemnified Parties for any Losses resulting from any breach of any Representation or Warranty contained in Section 5.1 or 5.2 4 of this Agreement shall in no event exceed US$20,000,000 (as twenty million Dollars) in the case may beaggregate. d) Each of the limitations set forth above in paragraphs (a), exceeds $3 million. Once such aggregate amount (b) and (c) of this Section 6.4 shall in no event apply to Losses incurred by Purchaserfor which Indemnifying Parties are liable hereunder arising out of or resulting from (i) any breach of any Representation or Warranty set forth in Sections 3.1, on 3.2, 3.4, 3.5, 3.7, 3.8 and 3.9; or (ii) Fraud. e) Notwithstanding anything to the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contrary contained in this sentence and Agreement, except in the immediately preceding sentence shall not apply case of Fraud, no Seller’s liability with respect to any claim indemnification obligation set forth herein shall exceed an amount equal to the gross portion of common law fraud alleged to have been committed the Purchase Price actually received by or on behalf of such Seller for the indemnifying party or an Affiliate thereof upon Purchased Shares, which limitation shall not be construed to increase any of the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained limitations set forth in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesparagraphs (a), as applicable. (b) Neither Sellerand (c) above (it being acknowledged and agreed, on for the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, howeveravoidance of doubt, that the limitations contained in this sentence shall not apply to any claim “gross portion of common law fraud, alleged to have been committed the Purchase Price actually received by or on behalf of” FTV III and FTV IIIN shall be US$15,923,831 upon receipt of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablesame by such Sellers). (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller An Indemnifying Party shall not be required have any liability under Section 8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(iii) (except with regard to indemnify Purchaser, Buyer’s obligations to pay the Purchase Price and Purchaser shall not be required the parties’ respective obligations to indemnify Seller, pay for any amounts under Section 6.4) unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaserthe Indemnified Party and indemnifiable thereunder arising out of, on resulting from, related to or associated with the one handbreach of the representations, warranties, covenants or Seller, on the other hand, agreements exceeds $3 million192,000 (the “Basket”) and, Purchaser or Sellerin any event (except with regard to Buyer’s obligations to pay the Purchase Price and the parties’ respective obligations to pay for any amounts under Section 6.4), as only the case may be, shall thereupon be entitled to indemnification only for amounts aggregate amount of such Losses in excess of such $3 millionthe Basket shall be indemnifiable hereunder; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Basket shall not apply to any claim of common law fraud alleged to have been committed by or on behalf breach of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 Specified Indemnity Item or to any Transferred Liabilities liability under Section 8.2(i) or Excluded Liabilities, as applicableSection 8.3(i). (b) Neither SellerSubject to this Section 8.6, on the one hand, nor Purchaser, on the other hand, no Indemnified Party shall be obligated make a claim for indemnification pursuant to indemnify the other this Agreement for Losses that exceed $60 million in the aggregate with all Losses asserted incurred by such partyIndemnified Party arising out of, resulting from, related to or associated with the breach of the representations, warranties, covenants or agreements contained in this Agreement (other than a claim with respect to breach of any Specified Indemnity Item or any liability under Section 8.2(i) or Section 8.3(i), for which this Section 8.6(b) shall not apply) unless the amount of such Losses (excluding Specified Indemnity Items or any liability under Section 8.2(i) or Section 8.3(i)) relating to such claim exceeds $500.00; provided, however, that the limitations contained in this sentence shall not apply to any at such time as an Indemnified Party makes a claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification pursuant to this Agreement for Transferred Liabilities Losses, excluding any Specified Indemnity Item or Excluded Liabilitiesany liability under Section 8.2(i) or Section 8.3(i), as applicablein an aggregate amount exceeding the Basket, such threshold amount for any additional claims shall increase to $5,000, until the point that the aggregate amount of all such additional claims that are less than $5,000 equals or exceeds $50,000, at which point all of such additional claims, together with all future claims in excess of $500, shall be indemnified pursuant to the terms of Article 8. (c) Following Neither Seller nor Buyer shall be required to indemnify any person under Section 8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(iii) (except with regard to Buyer’s obligations to pay the Closing, Purchase Price and the sole and exclusive remedy parties’ respective obligations to pay for any amounts under Section 6.4) for an aggregate amount of Losses exceeding: (i) in the case of the parties hereto Specified Indemnity Items or Excluded Liabilities, in the case of Seller, $9,600,000 in connection with respect Losses related to the breach of any such Specified Indemnity Items or such Excluded Liabilities; and (ii) in the case of all other representations, warranties, covenants or agreements, $1,920,000 in connection with Losses related to the breach of any such representations, warranties, covenants or agreements of Seller or Parent and Buyer, respectively. (d) An Indemnifying Party shall not have any liability under Section 8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(iii) (except with regard to Buyer’s obligations to pay the Purchase Price) for any Losses unless an Indemnified Party shall have delivered to the Indemnifying Party a claim in accordance with Section 8.4 identifying such Losses (and stating in reasonable detail the basis of the claim for indemnification and the Section or Sections of this Agreement providing for such indemnification with regard to such Losses) prior to the termination of the applicable Survival Period. (e) No Loss arising from a liability reflected on the Statement of Working Capital (as adjusted pursuant to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partydisputes) shall be subject to indemnification pursuant to Section 8.3. (f) Notwithstanding anything to the contrary contained herein, if any Buyer Indemnified Party is entitled to indemnification provisions set forth under Section 8.3(ii) or Section 8.3(iii), such Buyer Indemnified Party shall be entitled to such indemnification in accordance with this Article V8 notwithstanding its assumption of the Assumed Liabilities and obligations under Section 8.2(i) and notwithstanding anything to the contrary in the Ancillary Agreement; provided, however, that the parties may seek in no event shall any Buyer Indemnified Party be entitled to enforce specifically this Agreement and the terms and conditions hereofany duplicative recovery for such items, pursuant to Section 8.3(i) or otherwise. (dg) Nothing Notwithstanding anything to the contrary herein, in no event shall Seller have any liability under this Agreement (including this Article V shall affect 8) for any Losses relating to a claim the rights and remedies underlying facts of Purchaser which were known by Parent or Seller with respect Buyer on or prior to any breach by the other of any of their covenants or agreements to be performed at or after the Effective TimeClosing.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not be required to indemnify Purchaser, apply) unless and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such until Buyer and Parent suffer an aggregate amount of Losses incurred by Purchaserreason of such matters in excess of $175,000 (the “Deductible”), on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon and Buyer and Parent will be entitled to indemnification recover only for amounts in excess of those Losses that exceed such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableamount. (b) Neither SellerNotwithstanding anything in this Agreement to the contrary, on the one hand, nor Purchaser, on the other hand, shall be obligated (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(b) shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the other for Deductible, and Seller will be entitled to recover only those Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableamount. (c) Following Notwithstanding anything in this Agreement to the Closing, contrary and except for the sole and exclusive remedy of the parties hereto Fundamental Representations (with respect to any and all claims relating to the matters addressed in which this Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party7.4(c) shall be pursuant not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the indemnification provisions set forth “Cap”). Notwithstanding anything in this Article V; providedAgreement, howeverthe maximum liability of Seller for any Losses claimed by Buyer, that the parties may seek to enforce specifically Parent and their respective Other Indemnified Persons, collectively, under this Agreement and shall not exceed the terms and conditions hereofPurchase Price received by Seller. (d) Nothing Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), the maximum aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed the Cap. Notwithstanding anything in this Agreement, the maximum liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price. (e) Notwithstanding anything in this Agreement to the contrary and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g), Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder shall be by receiving payment out of the Escrow Account (on the terms provided herein and the Escrow Agreement), and Buyer shall have no right of collection directly from Seller for any claims for Losses that aggregate to an amount less than the amount in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafter, and with respect to claims in excess of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunder. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article V shall affect 7 there will be deducted the rights amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party as a result of or related to any such Loss, and remedies (ii) any Tax benefit actually realized in or prior to the Taxable year in which the Loss arises or the indemnification payment is made. Each Party agrees to use commercially reasonable efforts to obtain such proceeds, recoveries or Tax benefits. If any such proceeds, recoveries or Tax benefits are received by the Indemnified Party with respect to any Loss after the Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of Purchaser such proceeds, recoveries or Seller Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount of any Loss for which indemnification is payable under this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such Loss. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach by the other of representations and warranties, shall be determined without regard to any of their covenants “material,” “in all material respects” or agreements to be performed at or after the Effective Time“Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. Anything to the contrary contained herein notwithstanding (aA) Seller Buyer Indemnitees shall not be required entitled to indemnify Purchaserrecover from Pro-Fac pursuant to (1) Section 10.1(a)(i), and Purchaser shall not be required to indemnify Seller, unless the aggregate amount Section 10.1(a)(iii) or Section 9.1 (except as otherwise provided in Section 9.1) of all Losses incurred by Purchaser or Seller this Agreement any claim for Damages pursuant to Section 5.1 or 5.2 (as the case may be10.1(a)(i), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, Section 10.1(a)(iii) and Section 9.1 resulting from a single inaccuracy or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon breach that Buyer would otherwise be entitled to indemnification only be indemnified by Pro-Fac for amounts in excess of such $3 million; provided, however, that hereunder (but for the limitations contained in this sentence sentence) that is not equal to or in excess of $200,000 (the "Minimum Claim Amount") (provided, that for purposes of this clause (1) all claims for Damages arising out of the same facts or events or related to the same period (in the case of Section 9.1) resulting in such inaccuracy or breach shall be treated as a single claim) and (2) Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 unless and until the immediately total of all claims for Damages pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that satisfy the Minimum Claim Amount exceeds $10,000,000 (the "Basket") (provided, that any Excess Payment and any amount paid by the Company pursuant to Section 6.27(ii) shall reduce the unused Basket, on a dollar-for-dollar basis; provided further, that in the event that the remaining unused Basket is less than the amount by which the Basket would be reduced at any time by this proviso, the Buyer Indemnitees shall be entitled to recover from Pro-Fac such excess of the reduction amount over the unused Basket) and then, once the Basket has been exceeded, Buyer Indemnitees shall be entitled to recover from Pro-Fac all amounts claimed pursuant to such Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that exceed the Basket and (B) the aggregate liability of Pro-Fac for indemnification payable pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 shall not exceed $50,000,000 (the "Indemnity Cap"); provided, that the preceding sentence limitations shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating Damages with respect to the willful breach of any representation or warranty contained in this Agreement or any inaccuracy or breach of any representations and warranties set forth in Section 6.14 2.1, Section 2.2, Section 2.4, Section 2.16, Section 3.1, Section 3.2 or Section 3.3 of this Agreement or claims for Damages under clauses (ii) or (iv) of Section 10.1(a), regardless of whether such indemnity obligations relate to matters covered by representations and warranties that are subject to the limitations expressed in this sentence. For purposes of Section 10.1(a)(i), any Transferred Liabilities requirement in any representation or Excluded Liabilities, as applicable. warranty that an event or fact be material (bwhether quantitatively or qualitatively) Neither Seller, on the one hand, nor Purchaser, on the other hand, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be obligated ignored. The Minimum Claim Amount, the Basket and the Indemnity Cap shall also apply with respect to indemnify the other Pro-Fac Indemnitees' claims for Losses that exceed $60 million indemnification pursuant to Section 10.1(b) in the aggregate with all Losses asserted by such partysame manner as described above; provided, however, that the such limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilitieslosses, as applicable. damages, expenses, costs, Taxes, fines, penalties and fees of Pro-Fac, amounts paid in settlement and reasonable expenses (cincluding, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any inaccuracy or breach of any representations and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions warranties set forth in Section 4.1, Section 4.2, or Section 4.5 of this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofAgreement. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, Seller and each Member shall not be required obligated to indemnify Purchaser, and the Purchaser shall not be required to indemnify Seller, Indemnified Persons under this Article 11: (i) unless the aggregate amount of all Losses incurred by Purchaser or Seller Damages exceeds 0.5% of the Purchase Price (which, for purposes of this Section 11.6, shall be deemed to be the total purchase price reflected in the purchase price allocation specified on Schedule 2.5, as may be adjusted pursuant to Section 5.1 or 5.2 (as the case may beSections 2.3 and 2.4), exceeds $3 million. Once as adjusted (the “Seller’s Basket”), in which case such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Indemnified Persons shall thereupon be entitled to indemnification only for amounts recover all Purchaser Damages in excess of such $3 millionthe Seller’s Basket or (ii) to the extent that the aggregate of all Purchaser Damages exceeds 10% of the Purchase Price, as adjusted (the “Seller’s Indemnification Cap”); provided, however, that the limitations contained in this sentence Seller’s Indemnification Cap and the immediately preceding sentence Seller’s Basket shall not apply to any claim of common law fraud alleged to have been committed by Seller or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for Member indemnification obligation (w) arising out of, relating to the or resulting from fraud or intentional misrepresentation by Seller or a Member; (x) arising out of, relating to or resulting under Section 11.2(c), (d), (e), (f) or (g); (y) from a breach of any representation of Seller’s or warranty contained any Member’s representations or warranties in Sections 4.15(a) (Title) or 4.27 (Taxes); or (z) arising out of, relating to or resulting from a breach of any of Seller’s or any Member’s representations or warranties in Section 6.14 4.26 (Environmental Matters), in which case Seller and each Member shall not be obligated to indemnify the Purchaser Indemnified Persons for Purchaser Damages arising out of, relating to or resulting from a breach of any of Seller’s or any Member’s representations or warranties in Section 4.26 (Environmental Matters) to the extent that the aggregate of all such Purchaser Damages exceeds Twenty Million U.S. Dollars ($20,000,000) (the “Environmental Representation Cap”); provided, however, that (a) any Transferred Liabilities Purchaser Damages counted toward the Seller’s Indemnification Cap shall not be counted toward the Environmental Representation Cap and vice versa, and (b) the Environmental Representation Cap shall not limit any other indemnification obligation of Seller or Excluded Liabilities, as applicablethe Members under this Agreement. (b) Neither SellerNotwithstanding anything herein to the contrary, on the one hand, nor Purchaser, on the other hand, Purchaser shall not be obligated to indemnify the other Seller Indemnified Persons under this Article 11: (i) unless the aggregate of all Seller Damages exceeds 0.5% of the Purchase Price(which, for Losses that exceed $60 million purposes of this Section 11.6, shall be deemed to be the total purchase price reflected in the purchase price allocation specified on Schedule 2.5, as may be adjusted pursuant to Sections 2.3 and 2.4)), as adjusted (the “Purchaser’s Basket”), in which case such Seller Indemnified Persons shall be entitled to recover all Seller Damages in excess of the Purchaser’s Basket or (ii) to the extent that the aggregate with of all Losses asserted by such partySeller Damages exceeds 10% of the Purchase Price, as adjusted (the “Purchaser’s Indemnification Cap”); provided, however, that the limitations contained in this sentence Purchaser’s Indemnification Cap and the Purchaser’s Basket shall not apply to any claim of common law fraudPurchaser indemnification obligation (x) arising out of, alleged relating to have been committed or resulting from fraud or intentional misrepresentation by Purchaser; or on behalf of the indemnifying party (y) arising out of, relating to or an Affiliate thereof upon the indemnified party resulting under Section 11.3(b) or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof). (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller An indemnifying party shall not have any liability under Section 11.2(a)(i), Section 11.2(a)(iii) (other than in respect of income or franchise Taxes) or Section 11.2(b)(i) hereof unless and until the aggregate amount of Taxes, Losses and Indemnifiable Expenses to the indemnified parties determined to arise thereunder which, in the case of any liability under Section 11.2(a)(i) or Section 11.2(b)(i), are based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct (unless such failure is the result of the indemnifying party's fraud or willful misconduct), other than the representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.4, 4.21 and 5.1, 5.2(a), 5.3, 5.4 and 5.11 hereof and the representations and warranties related to income and franchise Taxes set forth in Section 4.18 hereof, exceeds $2,900,000 (the "BASKET"), in which case, only the Taxes, Losses and Indemnifiable Expenses in excess of such amount of Tax, Loss and Indemnifiable Expenses shall be covered. (b) The Company shall not be required to indemnify Purchaserany Person for an aggregate amount of Taxes, Losses and Indemnifiable Expenses above the amount contained in the Indemnity Escrow Fund, and Purchaser Buyer shall not be required to indemnify Seller, unless the any Person for an aggregate amount of all Indemnifiable Expenses and Losses incurred by Purchaser above an amount equal to $37,700,000. (c) For purposes of calculating Losses hereunder (but not for purposes of determining whether a breach of any representation, warranty, covenant or Seller pursuant to Section 5.1 or 5.2 (as the case may beagreement has occurred), exceeds $3 million. Once any materiality or material adverse effect qualifications in the representations, warranties, covenants and agreements shall be ignored. (d) To the extent that an indemnified party has recovered all or any portion of its Losses with respect to any matter arising under one provision of this Agreement, such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, indemnified party shall thereupon not be entitled to indemnification only for amounts in excess recover such portion of such $3 million; providedLosses pursuant to other provisions of this Agreement. (e) The Company shall not be required to indemnify any Person for any Taxes or any Losses or Indemnifiable Expenses related to Taxes in each case to the extent such Taxes are Company Expenses or are provided for on the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, however, that 2006 or were incurred in the limitations contained ordinary course of business since the Most Recent Balance Sheet Date. (f) Notwithstanding anything to the contrary set forth in this sentence and Agreement, the immediately preceding sentence Buyer shall not apply have any liability under Section 11.(b)(i) hereof for any Losses and Indemnifiable Losses determined to any claim of common law fraud alleged arise thereunder based upon, attributable to have been committed by or on behalf of resulting from the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach failure of any representation or warranty of the Buyer contained in Section 6.14 or Article V to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on be true and correct to the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, extent that the limitations contained in this sentence shall not apply failure of any such representation or warranty to any claim be true and correct arose from DCM's bad faith, willful misconduct, gross negligence or reckless disregard of common law fraud, alleged to have been committed by or on behalf of its duties under the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating Management Agreement prior to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofClosing Date. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller The Sellers’ Representative shall not be required to indemnify Purchaserhave any liability under Section 11.2(a)(i), Section 11.2(a)(iii) or Section 11.2(a)(v) unless and Purchaser shall not be required to indemnify Seller, unless until the aggregate amount of all Taxes, Losses incurred by Purchaser or and Indemnifiable Expenses of the Buyer Indemnified Parties determined to arise thereunder in the aggregate exceeds $1,950,000 (the “Seller pursuant to Section 5.1 or 5.2 (as the case may beBasket”), exceeds $3 million. Once such aggregate amount of in which case, only the Taxes, Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts and Indemnifiable Expenses in excess of such $3 millionamount of Tax, Loss and Indemnifiable Expenses shall be covered; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Seller Basket shall not apply to any claim of common law fraud alleged to have been committed by Taxes, Losses or on behalf of Indemnifiable Expenses (I) resulting from the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach failure of any representation to be true or warranty contained correct where such failure is the result of the Company’s fraud or willful misconduct, (II) resulting from the failure of any representations and warranties set forth in Sections 4.1, 4.2(a), 4.3, 4.4, 4.5(b), 4.18 (to the extent related to income and franchise Taxes) and 4.21 hereof to be true and correct or (III) in respect of Section 6.14 or 11.2(a)(v), Taxes to any Transferred Liabilities or Excluded Liabilities, as applicablethe extent related to income and franchise Taxes. (b) Neither Seller, on Buyer shall not have any liability under Section 11.2(b)(i) hereof unless and until the one hand, nor Purchaser, on aggregate amount of Losses and Indemnifiable Expenses to the other hand, shall be obligated Company Indemnified Parties determined to indemnify the other for Losses that exceed $60 million arise thereunder in the aggregate with all exceeds $1,950,000 (the “Buyer Basket”), in which case, only the Losses asserted by and Indemnifiable Expenses in excess of such partyamount of Tax, Loss and Indemnifiable Expenses shall be covered; provided, however, that the limitations contained in this sentence Buyer Basket shall not apply to Losses or Indemnifiable Expenses (I) resulting from the failure of any claim of common law fraud, alleged representation to have been committed by be true or on behalf correct where such failure is the result of the indemnifying party Buyer’s fraud or an Affiliate thereof upon willful misconduct or (II) resulting from the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilitiesfailure of any representations and warranties set forth in Sections 5.1, as applicable5.2(a), 5.3, 5.4 and 5.11 hereof to be true and correct. (c) Following The Sellers’ Representative shall not be required to indemnify any Person for an aggregate amount of Taxes, Losses and Indemnifiable Expenses above the Closing, the sole Sellers’ Representative Cap. The Buyer shall not be required to indemnify any Person for an aggregate amount of Indemnifiable Expenses and exclusive remedy of the parties hereto with respect Losses above an amount equal to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof$25,350,000. (d) Nothing For purposes of calculating Losses hereunder (but not for purposes of determining whether a breach of any representation, warranty, covenant or agreement has occurred), any materiality or material adverse effect qualifications in this Article V the representations, warranties, covenants and agreements shall affect be ignored. (e) To the rights and remedies extent that an indemnified party has recovered all or any portion of Purchaser or Seller its Losses with respect to any breach matter arising under one provision of this Agreement, such indemnified party shall not be entitled to recover such portion of such Losses pursuant to other provisions of this Agreement. (f) The Sellers’ Representative shall not be required to indemnify any Person for any Taxes or any Losses or Indemnifiable Expenses related to Taxes in each case to the extent such Taxes are Company Expenses or are provided for on the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2007 or were incurred in the ordinary course of business since the Most Recent Balance Sheet Date. (g) Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not have any liability under Section 11.2(b)(i) hereof for any Losses and Indemnifiable Losses determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty of the Buyer contained in Article V to be true and correct to the extent that the failure of any such representation or warranty to be true and correct arose from DCM’s bad faith, willful misconduct, gross negligence or reckless disregard of its duties under the Management Agreement prior to the Closing Date. (h) The Sellers’ Representative, at its election, shall be entitled to satisfy its indemnity obligations hereunder by one or more of the following :(a) delivering one or more Notes owned by it (or portion(s) thereof) having an outstanding principal amount equal to the amount of the indemnification payment required to be made by the other Sellers’ Representative hereunder (the “Sellers’ Representative Indemnification Amount”), provided, however that after delivering such Notes, the Sellers’ Representative continues to own at least a majority of the Notes that are then outstanding, (b) delivering shares of Buyer Common Stock owned by it having a Current Market Price (determined as of the date one day immediately prior to the date such payment is due) equal to the Sellers’ Representative Indemnification Amount, (c) delivering shares of Buyer Preferred Stock owned by it equal to the Sellers’ Representative Indemnification Amount, which shares of Preferred Stock shall be valued at the Current Market Price (determined as of the date one day immediately prior to the date such payment is due) of the Common Stock that holders of Buyer Preferred Stock would receive if the Buyer Preferred Stock was converted into Buyer Common Shares immediately prior to the relevant determination date, plus accrued and unpaid dividends thereon and (d) making a cash payment equal to the Sellers’ Representative Indemnification Amount. For purposes of this clause (g), “Current Market Price” means, with respect to a share of Buyer Common Stock or Buyer Preferred Stock, as applicable, on any date of their covenants determination, the average of the daily Closing Prices of shares of the Buyer Common Stock or agreements Buyer Preferred Stock, as applicable, for the immediately preceding twenty (20) days on which the principal securities exchange on which the shares of Buyer Common Stock or Buyer Preferred Stock are then listed or admitted for trading, and “Closing Price” means, with respect to be performed at any shares of Buyer Common Stock or after Buyer Preferred Stock, as applicable, as of the Effective Timedate of determination, the closing price per share of a share of Buyer Common Stock or Buyer Preferred Stock, as applicable, on such date published in The Wall Street Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition), the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which shares of Buyer Common Stock or Buyer Preferred Stock, as applicable, are then listed or admitted to trading.

Limitations on Indemnification. (ai) Seller The cumulative indemnification obligations of either Contributors (collectively) or Tornier under this Section 8 shall not be required to indemnify Purchaserexceed U.S. $5 million. For the avoidance of doubt, and Purchaser this limitation shall not be required apply to indemnify Sellerindemnification for Taxes governed by Section 9 of this Agreement or to indemnification for breach of Tax warranties. (ii) Notwithstanding anything to the contrary in this Section 8, neither Contributors (collectively) nor Tornier will have any indemnification obligations under this Section 8 unless and until the aggregate amount of all Losses incurred by Purchaser losses of, respectively, Tornier or Seller pursuant to Section 5.1 or 5.2 Contributors (as the case may be), collectively) exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on 20,000 (the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million“Indemnification Threshold”); provided, however, that if such losses exceeds the limitations contained in this sentence and Indemnification Threshold, then Contributors (collectively) or Tornier, respectively, will be obligated to indemnify respectively, Tornier or Contributors (collectively) for all such losses, including those losses equal to or less than the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableIndemnification Threshold. (biii) Neither Seller, on Any amounts payable under this Section 8 by the one hand, nor Purchaser, on Indemnifying Party shall be reduced (A) by any amounts recoverable by the Claiming Party under insurance policies or from any other hand, Person and (B) by any Tax benefit of the Claiming Party arising from the incurrence or payment of any such indemnified amount. (iv) No party hereto shall be obligated to indemnify indemnify, defend or hold harmless, any other Person with respect to (A) any item disclosed in the Schedules or (B) any covenant or condition waived by the other party on, or prior to, the Closing. Each party hereto agrees that, for Losses so long as such party has any right of indemnification under Section 8, it shall not, and shall use its reasonable efforts to ensure that exceed $60 million their Affiliates do not, voluntarily or by discretionary action (including conducting any invasive sampling or testing), accelerate the timing, or increase the cost of any obligation of any other party under this Section 8, except to the extent that such action is taken (x) for a reasonable legitimate purpose or (y) in the aggregate with all Losses asserted response to a discovery by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (cv) Following the ClosingNo party hereto shall be obligated to indemnify, the sole and exclusive remedy of the parties hereto defend or hold harmless, any other Person with respect to any and all claims relating to the matters addressed in Section 5.1 covenant or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach condition waived by the other of any of their covenants party on or agreements prior to be performed at or after the Effective TimeClosing.

Limitations on Indemnification. (a) Seller shall not be required to indemnify Purchaserthe Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through Section 9.1(i) and Purchaser shall not be required to indemnify Seller, the Seller Indemnified Parties under Section 9.2 unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (the Indemnified Parties as a result of such breaches, as the case may be), exceeds $3 million25,000.00. Once such aggregate amount of such Losses incurred by PurchaserPurchaser Indemnified Parties, on the one hand, or Sellerthe Seller Indemnified Parties, on the other hand, exceeds $3 million25,000.00, Purchaser or Seller, as the case may be, indemnified parties shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionrelating back to the first dollar; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesparty, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, Seller shall not be obligated required to indemnify the other Purchaser Indemnified Parties under Section 9.1(a), Section 9.1(b) or Section 9.1(d) through 9.1(i) and Purchaser shall not be required to indemnify the Seller Indemnified Parties under Section 9.2 for any Losses that exceed $60 million in to the extent the aggregate with amount of all such Losses asserted by such partyexceeds $1,000,000 (the “Indemnity Cap”); provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilitiesparty, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 9.1 or 5.2 Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofARTICLE IX. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller Notwithstanding any provisions of this Agreement to the contrary, other than with respect to the Fundamental Representations and the Specified IP Representations, the Indemnifying Parties shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, have any liability or obligation under Section 8.1(a) (i) unless the aggregate amount of all liability for Losses incurred suffered by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), Indemnified Parties thereunder exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser300,000, on in which case the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Indemnified Parties shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating recover all Losses (subject to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableother limitations herein). (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained Notwithstanding any provisions in this sentence shall not apply Agreement to any claim of common law fraudthe contrary, alleged to have been committed by or on behalf other than as provided for in clause (ii) of the indemnifying party or an Affiliate thereof upon proviso in Section 8.2(d), (i) the indemnified party or claims for indemnification for Transferred Liabilities or Excluded LiabilitiesIndemnifying Parties’ aggregate liability and obligations under Section 8.1(a)(i), as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto other than with respect to any and all claims relating inaccuracy or breach of a Fundamental Representation or the Specified IP Representations (such matters described in this clause (i) are referred to collectively as the “General Indemnification Matters”), shall be limited to recovery by the Indemnified Parties against the amount then available in the General Escrow Fund plus, to the matters addressed extent claims for Fundamental Indemnification Matters that have been satisfied in accordance with this Agreement by reducing the General Escrow Fund on or prior to the Final Escrow Release Date (such reduction in the aggregate, the “Fundamental Matter Escrow Amount”), an additional amount equal to the Fundamental Matter Escrow Amount (it being understood, for the avoidance of doubt, that (x) all indemnification claims for General Indemnification Matters that are satisfied outside the General Escrow Fund (whether directly by the Equityholders or pursuant to the setoff rights in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party8.6) shall be pursuant counted towards and reduce the Fundamental Matter Escrow Amount, and (y) claims for General Indemnification Matters shall still be subject, when viewed in the aggregate, to a cap equal to the indemnification provisions aggregate amount of General Escrow Property placed in the General Escrow Fund prior to the expiration of the Final Escrow Period and prior to any reduction thereof, valuing the Parent Shares at the Parent Stock Price) and (ii) each Indemnifying Party’s aggregate liability and obligations under this Article VIII shall not exceed the portion of the Merger Consideration actually received by such Indemnifying Party (in addition to the forfeiture of the portion of the Merger Consideration paid to the Indemnified Parties from the General Escrow Fund, the Designated Escrow Fund or through the exercise of the setoff rights set forth in this Article V; provided, however, Section 8.6) (with the Parent Shares being valued at the Parent Stock Price). All indemnification obligations under Section 8.1(a) that the parties may seek are not General Indemnification Matters or Specified IP Matters are referred to enforce specifically this Agreement herein as “Fundamental Indemnification Matters”. The Specified IP Matters and the terms and conditions hereofFundamental Indemnification Matters are collectively referred to herein as the “Designated Indemnification Matters. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.”

Limitations on Indemnification. (a) Seller Notwithstanding anything to the contrary in Section 8.2, (i) Sellers shall not be required have no obligation to indemnify Purchaser, any Buyer Indemnified Persons pursuant to Sections 8.2(a)(i) and Purchaser shall not be required to indemnify Seller, 8.2(b)(i) unless and until such time as the aggregate amount of all of claims by Buyer Indemnified Persons for Losses incurred by Purchaser or Seller pursuant exceeds an amount equal to Section 5.1 or 5.2 one percent (as 1.0%) of the case may bePurchase Price (the “Threshold”), exceeds $3 million. Once such at which time the full aggregate amount of Losses incurred by Purchaser, on (including the one hand, or Seller, on full amount of Losses that were aggregated in calculating whether the other hand, exceeds $3 million, Purchaser or Seller, as Threshold had been reached) shall be paid; and (ii) Sellers’ aggregate liability in respect of claims to indemnify any Buyer Indemnified Persons pursuant to Sections 8.2(a)(i) and 8.2(b)(i) shall not exceed seven percent (7%) of the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionPurchase Price (the “Cap”); provided, however, that neither the limitations contained in this sentence and Threshold nor the immediately preceding sentence Cap shall not apply to Losses arising from a Breach of any claim Fundamental Representation or Breach of common law any of those representations and warranties set forth in Sections 3.9 (tax matters), 3.10(f) (tax elections) or 3.15 (employee benefit plans) or in the case of fraud alleged or criminal or willful misconduct. (b) For purposes of determining the amount of any Losses under Sections 6.2(d), 8.2 and 8.3, such amount shall exclude special and punitive damages, except in the case of fraud or criminal or willful misconduct and except to have been committed the extent such damages were actually awarded, paid or incurred in a third party claim. (c) For purposes of determining the amount of any Losses under Sections 6.2(d), 8.2 and 8.3, such amount shall be (i) reduced by (A) any amount actually received by an indemnitee with respect thereto under any insurance coverage, net of any costs incurred in connection with the collection thereof, including deductibles and self-insured retentions, and (B) any related Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) actually realized by an indemnitee in the taxable period of the Loss (other than in the case of Section 6.2(d) in which case such Tax benefit need not be realized in the taxable period of the Loss), and (ii) increased by any net Tax cost incurred by an indemnitee arising from the receipt of indemnity payments hereunder. In any case where an indemnified person recovers under insurance policies any amount in respect of a matter for which such indemnified person was indemnified pursuant to Sections 8.2 or 8.3, such indemnified person shall promptly pay over to indemnifying person (and if the Sellers are the indemnifying persons, to each Seller such Seller’s Pro Rata Percentage of) an amount equal to the lesser of (x) the actual amount of such net insurance proceeds, net of any costs incurred in connection with the collection thereof, including deductibles and self-insured retentions, and (y) the actual amount of the indemnification payment previously paid by or on behalf of the indemnifying party persons with respect to such Losses, in each case, net of amounts specified in the immediately preceding sentence. Each indemnified person shall use commercially reasonable efforts to collect amounts available under insurance coverages; provided that (i) doing so is commercially reasonable and (ii) such obligation shall not be a condition to, or an Affiliate thereof upon the indemnified party or claims for a limitation on, indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablerights hereunder. (bd) Neither SellerFor purposes of determining the amount of any Losses under Sections 6.2(d), on 8.2 and 8.3, any materiality qualifiers (including Material Adverse Effect), or monetary thresholds to similar effect contained in the one hand, nor Purchaser, on the other hand, applicable representation and warranty shall be obligated deemed to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence be deleted and shall not apply be given no force or effect. (e) The parties agree to treat any claim of common law fraud, alleged to have been committed indemnification payments made by or on behalf of Sellers pursuant to Section 6.2(d) and this Section 8 as adjustments to the indemnifying party Purchase Price for income Tax purposes (which treatment Buyers and the Sellers acknowledge is consistent with current Tax provisions of applicable Legal Requirements) unless they are required to treat such payments otherwise as a result of a change in the Tax provisions of applicable Legal Requirements or an Affiliate interpretation thereof upon in a court case or binding regulation. (f) Notwithstanding anything herein to the indemnified party contrary and other than in the case of fraud or criminal or willful misconduct of such Seller, no Seller’s aggregate liability for claims for indemnification for Transferred Liabilities or Excluded Liabilitiesof Losses, as applicableincluding indemnification under Section 6.2(d), shall exceed that portion of the Purchase Price actually received by such Seller. (cg) Following Notwithstanding anything herein to the Closingcontrary, the sole and exclusive remedy of the parties hereto no party shall be entitled to indemnification with respect to any and all claims relating claim for Losses to the matters addressed extent that the amount thereof, if any, was reflected in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf the calculation of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Adjustment Amount, as finally determined pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofSection 2.5(b). (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Seller shall not be required to indemnify Purchaser or any Purchaser, and Purchaser shall not be required to indemnify Seller, -Related Entities under this Agreement unless the aggregate amount of all Losses incurred amounts for which an indemnity would otherwise be payable by Purchaser or Seller pursuant to under Section 5.1 or 5.2 (as 12.1 above exceeds the case may be)Basket Limitation and, exceeds $3 million. Once in such aggregate event, Seller shall be responsible for the entire amount of Losses incurred by Purchaserincluding all amounts representing the Basket Limitation, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on in no event shall the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim liability of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other indemnification provided for in Section 12.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of their covenants any representation, warranty or agreements covenant of Seller contained in this Agreement (a “Purchaser-Waived Breach”) and nonetheless proceeds with and consummates the Closing, then Purchaser and any Purchaser-Related Entities shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Article 12 for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser-Waived Breach, and (d) notwithstanding anything herein to the contrary, the Basket Limitation and the Cap Limitation shall not apply with respect to Losses suffered or incurred as a result of breaches of any covenant or agreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement, and the Cap Limitation shall be performed at inapplicable in the event of Seller's fraud or after the Effective Timeintentional misrepresentation.

Limitations on Indemnification. 8.4.1 No claim for indemnification may be asserted nor may any Action be commenced by either the Navistar Indemnified Persons or the Caterpillar Indemnified Persons for breach of any representation, warranty, covenant or agreement contained herein, unless written notice (asatisfying the requirements of Section 8.5.1) Seller of such claim or Action is delivered to the Indemnifying Person on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.1. 8.4.2 Notwithstanding anything to the contrary contained in this Agreement: 8.4.2.1 an Indemnifying Person shall not be required liable for any claim for indemnification pursuant to indemnify Purchaser, and Purchaser shall not be required to indemnify SellerSection 8.2 or 8.3, unless and until the aggregate amount of all Losses incurred by Purchaser indemnifiable Liabilities which may be recovered from the Indemnifying Person and its Affiliates equals or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser250,000, on after which the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Indemnifying Person and its Affiliates shall thereupon be entitled to indemnification liable only for amounts Liabilities in excess of such amount; 8.4.2.2 the maximum amount of indemnifiable Liabilities which may be recovered from an Indemnifying Person and its Affiliates arising out of or resulting from the causes set forth in Section 8.2 or 8.3 shall be an amount equal to $3 million17,500,000; 8.4.2.3 in the event Closing occurs, no breach by Navistar or Navistar Parent or their Affiliates of any representation and warranty set forth in Section 3.1 shall be deemed to be a breach of this Agreement for any purpose hereunder, and none of Caterpillar or its Affiliates shall have any claim or recourse against any of Navistar or Navistar Parent or their respective Affiliates or Representatives, if any of Caterpillar or any of its Affiliates had, prior to the Closing, Knowledge of any such breach; provided, however, that the limitations contained in foregoing provisions of this sentence and the immediately preceding sentence Section 8.4.2.3 shall not apply to if any claim of common law fraud alleged to have been committed by or on behalf such breach did not result in a failure of the indemnifying party conditions set forth in Section 5.3.1 to be satisfied; provided, further, that if a Caterpillar Expected Liabilities Determination provided to Navistar by Caterpillar pursuant to Section 4.6.1 states that Caterpillar reasonably believes that the Caterpillar Expected Liabilities are below the Materiality Threshold, and the Liabilities incurred or an Affiliate thereof upon suffered by the indemnified party or claims for indemnification relating to Caterpillar Indemnified Persons resulting from the breach of or inaccuracy in any representation or warranty of the representations and warranties contained in Section 6.14 or to any Transferred 3.1 exceed the Materiality Threshold, then for purposes of this Section 8, the amount of such Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated deemed to indemnify be equal to $250,000, which shall be applied to the other for Losses that exceed $60 million 250,000 deductible set forth in Section 8.4.2.1; 8.4.2.4 in the aggregate with all Losses asserted event Closing occurs, no breach by Caterpillar or its Affiliates of any representation and warranty set forth in Section 3.2 shall be deemed to be a breach of this Agreement for any purpose hereunder, and none of Navistar or Navistar Parent or their Affiliates shall have any claim or recourse against any of Caterpillar or its Affiliates or Representatives, if any of Navistar or Navistar Parent or any of their Affiliates had, prior to the Closing, Knowledge of any such partybreach; provided, however, that the limitations contained in foregoing provisions of this sentence Section 8.4.2.4 shall not apply to if any claim of common law fraud, alleged to have been committed by or on behalf such breach did not result in a failure of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions conditions set forth in this Article VSection 5.2.1 to be satisfied; provided, howeverfurther, that if a Navistar Expected Liabilities Determination provided to Caterpillar by Navistar pursuant to Section 4.6.2 states that Navistar reasonably believes that the parties may seek Navistar Expected Liabilities are below the Materiality Threshold, and the Liabilities incurred or suffered by the Navistar Indemnified Persons resulting from the breach of or inaccuracy in any of the representations and warranties contained in Section 3.2 exceed the Materiality Threshold, then for purposes of this Section 8, the amount of such Liabilities shall be deemed to enforce specifically be equal to $250,000, which shall be applied to the $250,000 deductible set forth in Section 8.4.2.1; 8.4.2.5 no Party shall have any Liability under any provision of this Agreement and the terms and conditions hereof. (d) Nothing for any covenant or condition expressly waived in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach writing by the other of any of their covenants Parties on or agreements prior to be performed at or after the Effective Time.Closing Date;

Limitations on Indemnification. (a) Seller The Metals Indemnitees shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification with respect to any matter under Section 10.2(i) until the total amount of Damages that the Metals Indemnitees are entitled to indemnification under Section 10.2(i), but for this Section 10.6(a) exceeds $250,000 (the "Indemnification Basket"), and then only for amounts in the excess over the Indemnification Basket. The Stockholders shall not be entitled to indemnification with respect to any matter under Section 10.3(i) until the total amount of such $3 million; provided, however, Damages that the limitations contained in Stockholders are entitled to indemnification under Section 10.3(i), but for this sentence Section 10.6(a), exceeds the Indemnification Basket, then only for the excess over the Indemnification Basket. No person shall be entitled to indemnification under this Section 10 if and to the immediately preceding sentence shall not apply to any extent that such person's claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the is directly or indirectly caused by a breach by such person of any representation representation, warranty, covenant or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableother agreement set forth is this Agreement. (b) Neither Seller, on The aggregate liability of the one hand, nor Purchaser, on the other hand, Stockholders in connection with their indemnification obligations under Section 10.2 shall be obligated to indemnify the other for Losses that not exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable6,375,000. (c) Following If the ClosingMetals Indemnitees bring any claim for indemnification against any Stockholder pursuant to this Section 10, the sole and exclusive remedy such Stockholder shall only be liable to pay a percentage of the parties hereto with respect to any and all claims relating aggregate amount payable to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf Metals Indemnities hereunder as a result of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant matter giving rise to such indemnification claim, which is equal to the indemnification provisions percentage set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofopposite such Stockholder's name on SCHEDULE 10.6(C). (d) Nothing in this Article V The Metals Indemnitees shall affect the rights and remedies of Purchaser or Seller not be entitled to indemnification under Section 10.2(i) with respect to any a breach by of a representation or warranty, if, on the other of any of their covenants or agreements to be performed at or after the Effective Time.date hereof, Arthur L. French, Stephen R..

Limitations on Indemnification. The indemnification provided for in this Article IX shall be subject to the following limitations: (a) Seller The Indemnifying Party shall not be required liable to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the Indemnified Party for indemnification until the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 in respect of indemnification exceeds Two Hundred Fifty Thousand Dollars (as $250,000) (the case may be“Basket”). Thereafter, exceeds $3 million. Once such aggregate amount of the Indemnifying Party shall be responsible for payment for Losses incurred by Purchaser, on from the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablefirst dollar. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, In no event shall any Indemnifying Party be obligated liable to indemnify the other any Indemnified Party for Losses that exceed $60 million in indemnification where the aggregate amount paid by all Indemnifying Parties with all respect to Losses asserted by such party; provided, however, that the limitations contained is in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf excess of the indemnifying party or an Affiliate thereof upon aggregate of Two Million Dollars ($2,000,000) (the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable“Cap”). (c) Following Notwithstanding the Closingforegoing, the sole Cap and exclusive remedy of the parties hereto Basket described in this Section 9.10 shall not apply with respect to any and all claims relating to the matters addressed in Losses arising under Section 5.1 9.4(b)-(g) or 5.2 (other than claims Section 9.5(b)-(c) or resulting from breaches of common law fraud alleged to have been committed by covenants or on behalf of the indemnifying party Fundamental Representations or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article Vfraud; provided, provided however, that in no event shall the Seller indemnifying parties may seek be liable to enforce specifically the Purchaser Indemnified Parties for indemnification under Section 9.4(e) in an amount greater than the amounts paid by Purchaser to Seller under this Agreement and the terms and conditions hereofAgreement. (d) Nothing Notwithstanding anything herein to the contrary, in this Article V no event shall affect the rights and remedies of Purchaser Indemnifying Party be liable to the Indemnified Party for punitive, special, lost profits, or Seller other consequential damages, except to the extent any such damages are payable to a third party in connection with respect to a claim or proceeding brought by a third party or except in connection with any breach by the other of any of their covenants fraud or agreements to be performed at or after the Effective Timeintentional misconduct.

Limitations on Indemnification. (a) Seller shall not be required To the extent that the Partnership Indemnitees or the Western Indemnitees are entitled to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller indemnification for Damages pursuant to Section 5.1 8.2(a)(i) or 5.2 Section 8.2(b)(i) (as but not including Damages for breaches of Fundamental Representations or for breaches of the case may berepresentations or warranties in Section 3.4(c) or Section 3.7(g)) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaserrespectively, SPPR and Western, on the one hand, or Sellerthe Partnership, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon not be entitled liable for those Damages unless the aggregate amount of Damages exceeds $2,100,000 (the “Deductible”), and then only to indemnification only for amounts in excess the extent of any such $3 millionexcess; provided, however, that the limitations contained in this sentence and the immediately preceding sentence no indemnified party shall not apply submit a claim for indemnification to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party unless (A) the Damages in respect of such claim (or an Affiliate thereof upon series of related claims) exceed $50,000 (each such claim (or series of related claims) with Damages that do not exceed $50,000, a “De Minimis Claim”), or (B) the indemnified party or claims for indemnification relating amount of all De Minimis Claims exceeds $250,000 in the aggregate, after which all De Minimis Claims shall be applied to the breach Deductible from the first dollar (not just the amount in excess of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities$250,000); provided, as applicable. (b) Neither Sellerfurther, that SPPR and Western, on the one hand, nor Purchaseror the Partnership, on the other hand, shall not be obligated liable for Damages pursuant to indemnify the other Section 8.2(a)(i) or Section 8.2(b)(i) (but not including Damages for Losses breaches of Fundamental Representations) or Section 8.1(a) (but not including Damages for breaches of Partnership Fundamental Representations), respectively, that exceed $60 million exceed, in the aggregate aggregate, $21,000,000 (the “Cap”). (b) The Partnership Indemnitees shall only be entitled to indemnification from SPPR and Western pursuant to Section 8.2(a)(ii) and Section 8.2(b)(ii) (x) following an inspection of the applicable Storage Tank performed in the ordinary course of business consistent with all Losses asserted by Schedule 3.7(g), and (y) in such partyevent, only for reasonable and necessary documented out-of-pocket costs and expenses incurred to address any such breach; provided, however, that neither SPPR nor Western shall be liable for such costs and expenses unless the limitations contained aggregate amount of such costs and expenses (of all Storage Tanks) exceed $500,000 and then only to the extent of any such excess; provided, further, that neither SPPR nor Western shall be liable for such costs and expenses pursuant to Section 8.2(a)(ii) or Section 8.2(b)(ii) that collectively exceed, in this sentence the aggregate, $4,000,000. The Partnership shall not apply be responsible for all costs and expenses relating to the performance of any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablesuch Storage Tank inspection. (c) Following Notwithstanding Section 8.9(a), to the Closingextent the Partnership Indemnitees or the Western Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes (including, without limitation, in the sole and exclusive remedy case of the parties hereto with respect to any Partnership Indemnitees, Damages for breach of the representations or warranties in Section 3.12), SPPR and all claims relating Western, on the one hand, or the Partnership, on the other hand, as the case may be, shall be fully liable for such Damages without regard to the matters addressed in Section 5.1 Deductible or 5.2 the Cap. For the avoidance of doubt, (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyi) SPPR and Western shall be fully liable (A) for Damages pursuant to Sections 8.2(a)(iii), 8.2(a)(iv), 8.2(b)(iii) and 8.2(b)(iv), as applicable, and for breaches of Fundamental Representations without regard to the indemnification provisions set forth in this Article V; providedDeductible or the Cap, however, that and (ii) the parties may seek Partnership shall be fully liable for Damages pursuant to enforce specifically this Agreement Section 8.1(b) or 8.1(c) and for breaches of Partnership Fundamental Representations without regard to the terms and conditions hereofDeductible or the Cap. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller Notwithstanding Section 8.9(a), with respect to Covered Environmental Losses under Section 8.8(a), the Western Indemnitees shall not be obligated to indemnify, defend and hold harmless the Partnership Indemnitees for any breach such Covered Environmental Loss until such time as the amount of such Covered Environmental Losses associated with an individual claim exceeds $100,000 (the “Environmental Deductible”), at which time the Western Indemnitees shall be obligated to indemnify the Partnership Indemnitees for the amount of Covered Environmental Losses with respect to such claim under Section 8.8(a) that are in excess of the Environmental Deductible that are incurred by the other of any of their covenants or agreements to be performed at or after the Effective TimePartnership Indemnitees.

Limitations on Indemnification. (a) Seller No Buyer Indemnified Party shall not be required have the right to indemnify Purchaser, indemnification under this Article VI unless and Purchaser shall not be required to indemnify Seller, unless until the aggregate amount of any and all Losses incurred Claims made by Purchaser or Seller pursuant to Section 5.1 or 5.2 Buyer Indemnified Parties under this Agreement exceeds AUS $609,000 (as the case may be“Deductible”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, at which time Buyer Indemnified Parties shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionthe amount by which all Claims exceed the Deductible; provided, howeverthat, that the limitations contained in this sentence and the immediately preceding sentence subsection (a) shall not apply to (i) the representations and warranties contained in Sections 2.1, 2.2, 2.4, 2.12 and 2.14; (ii) Claims arising under Section 6.2(b) or in connection with any claim of common law fraud alleged to have been committed by or on behalf matter set forth in Section 6.2 of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating Seller Disclosure Schedule; (iii) any adjustment to the breach of any representation or warranty contained in Purchase Price pursuant to Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable1.4; and (iv) Claims for fraud. (b) Neither SellerSubject to the next sentence and Section 6.7, on the one hand, nor Purchaser, on the other hand, Buyer’s sole recourse against Seller shall be obligated limited to indemnify the other for Losses that exceed $60 million in then-remaining balance of the aggregate with all Losses asserted by such party; provided, however, that Escrow Amount (the “Indemnification Cap”). Notwithstanding the limitations contained set forth in this sentence Section 6.6(b), the Indemnification Cap shall not apply to (i) the representations and warranties contained in Sections 2.1, 2.2, 2.4, 2.12, 2.19 and 2.20; (ii) Claims arising in connection with any claim of common law fraud, alleged to have been committed by or on behalf matter set forth in Section 6.2 of the indemnifying party or an Affiliate thereof upon the indemnified party or claims Seller Disclosure Schedule; and (iii) Claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablefraud. (c) Following Buyer shall not make any Claim under this Article VI in respect of: (i) any matter that is taken into account in the Closing, the sole and exclusive remedy calculation of the parties hereto with respect to any and all claims relating adjustment to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be Purchase Price pursuant to the indemnification provisions set forth in this Article VSection 1.4 above; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofor (ii) any Liability incurred as a result of any Code Section 338 election requested by Buyer. (d) Nothing All Claims by Indemnified Parties for losses hereunder shall be made net of any insurance proceeds actually recovered by the party claiming such indemnification; provided that, this subsection (d) shall not be construed to require any party to obtain any insurance coverage or to use anything other than commercially reasonable efforts to collect insurance proceeds under any existing insurance coverage. Notwithstanding the foregoing, no Indemnified Party will be required to pursue a recovery from an insurer in the event that the Indemnified Party determines in its reasonable judgment that the pursuit of proceeds under such coverage would likely result in such Indemnified Party being unable to obtain or maintain similar insurance coverage at commercially reasonable rates as a result of its seeking such proceeds. (e) Payments by an Indemnifying Party pursuant to this Article V VI shall affect be (i) limited to the rights amount of any Claim after deducting therefrom any income Tax benefit to the Indemnified Party or any affiliate thereof resulting from such Claim; and remedies (ii) increased to take account of Purchaser any income Tax detriment incurred by the Indemnified Party arising from receipt or Seller accrual of indemnity payments. For purposes of this Section 6.6(e), an income Tax benefit or income Tax detriment will be considered to be recognized by the Indemnified Party or any affiliate in the Tax period in which an actual income Tax benefit or income Tax detriment occurs. The amount of the income Tax benefit or income Tax detriment shall be determined by (x) using the actual federal and state income Tax rates applicable to the Indemnified Party and its affiliates, on a with and without basis after any deductions, credits, allowances or other income Tax attributes reportable with respect to a payment hereunder and (y) taking into account the effect, if any breach and to the extent then determinable, of timing differences resulting from the acceleration or deferral of items of income, gain, deduction or loss resulting from such payment and the underlying Claim. At such time as an Indemnified Party makes a request for indemnification, the Indemnified Party shall provide the Indemnifying Party with a detailed schedule that sets forth the amounts and anticipated Tax years in which any income Tax benefits or detriments are likely to be recognized (based on the current experience and reasonable judgment of the Indemnified Party) and, based on current federal and state income Tax rates, the resulting estimated income Tax benefits or detriments. The present value of the estimated income Tax benefits and detriments then shall be determined by discounting each Tax year’s estimated income Tax benefit or detriment using a discount rate equal to the current prime lending rate as published in the Wall Street Journal three (3) Business Days prior to the payment. The indemnity payment shall be increased or decreased so that the payment equals the present value of the net after-Tax benefit or detriment to the Indemnified Party. If there is a dispute regarding the income Tax benefit or detriment (including its discount to present value), Buyer and Seller shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days of negotiations, such dispute remains unresolved, Buyer and Seller will jointly engage an international accounting firm mutually satisfactory to Buyer and Seller, or if they cannot agree, an independent accounting firm of 200 or more accountants chosen by lot, with each of Buyer and Seller jointly having the right to select two of such firms, which cannot be the auditor or tax accountant for either Buyer or the Company, and to strike one such firm chosen by the other party (the “Independent Tax Accountant”), to resolve such dispute in accordance with this Agreement, and the decision of any the Independent Tax Accountant shall be final and binding on the parties hereto. All fees and expenses of their covenants or agreements to the Independent Tax Accountant incurred in connection with such resolution shall be performed at or after the Effective Timeshared equally between Buyer and Seller.

Limitations on Indemnification. Any amounts which any party hereto may be obligated to pay another party hereto pursuant to this Article 7 will be reduced by an amount equal to any insurance recovery with respect to such losses received by the Indemnitee (a) Seller net of the present value of reasonably anticipated increases in the future insurance premiums of the indemnified party). In addition, the Shareholders shall not be required liable to indemnify PurchaserParent or Buyer pursuant to this Article 7 until the aggregate of all claims pursuant to Section 7.1 for which the Shareholders would, but for this provision, be liable exceeds on a cumulative basis an amount equal to $100,000.00, and Purchaser then the Shareholders shall be liable for all such claims including the first $100,000.00 of claims. Likewise, Parent and Buyer shall not be required liable to indemnify Seller, unless the Shareholders pursuant to this Article 7 until the aggregate amount of all Losses incurred by Purchaser or Seller claims pursuant to Section 5.1 or 5.2 7.2 for which Parent and Buyer would, but for this provision, be liable exceeds on a cumulative basis an amount equal to $100,000.00. The threshold amounts in the two preceding sentences shall not be applicable to (as the case may bei) any payment due under Section 2.4, (ii) any Claim arising under Section 7.1(b), exceeds $3 millionor (iii) any Claim which is a Third Party Claim. Once such aggregate amount of Losses incurred by Purchaser, on In determining whether the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for threshold amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf met, any individual claims of less than $5,000.00 shall be excluded. Neither the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, Shareholders nor Purchaser, on the other hand, Parent and Buyer collectively shall be obligated to indemnify the other for Losses make payments to satisfy indemnification obligations under this Article 7 in excess of $3,000,000.00; provided that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any Claim which is based on or arises from (i) fraud, (ii) a violation of state or federal health care laws (including any civil claims arising from such violation), including those laws and all claims relating regulations pertaining to Medicare and Medicaid, the anti-kickback statute, the False Claims Act, any state or the Star▇ ▇▇ Self-Referral Laws and any other law or regulation related to the matters addressed in Section 5.1 regulation, certification or 5.2 licensure of health care providers, or (other than iii) a violation of state or federal employment laws (including any civil claims of common law fraud alleged to have been committed by or arising from such violation), the limit on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) indemnification obligations shall be pursuant equal to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofPurchase Price. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall not be required Notwithstanding anything to the contrary provided elsewhere in this Agreement, the obligations of any Indemnitor under this Agreement to indemnify Purchaser, and Purchaser shall not be required an Indemnified Party with respect to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller any Claim pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand7.3, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may beany obligation for any liability under this Agreement, shall thereupon be entitled of no force and forever barred unless such Indemnified Party has given such Indemnitor notice of such claim prior to the second anniversary of the Closing; provided, that claims for breach of Sections 4.1, 4.2, 4.10, 4.17, 4.18 and 4.20, shall survive until the expiration of the applicable statute of limitations. (b) No Claim by an Indemnified Party for indemnification only pursuant to this Article VII or for amounts damages for breach of this Agreement, may be made unless and until the Indemnified Party has incurred, sustained or suffered Damages in respect of which the Indemnitor would be liable under this Article VII in excess of $200,000 in the aggregate (the "Basket"), at which time all amounts of such $3 millionDamages in excess of the Basket amount may be claimed and recovered as provided in this Agreement; provided, however, that the limitations contained in this sentence and the immediately preceding sentence Basket shall not apply to any claim of common law fraud alleged to have been committed Claims by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims Purchaser for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableChargeback Allowances. (c) Following the Closing, the sole and exclusive remedy The maximum aggregate amount of the parties hereto with respect Damages for which an Indemnitor may be liable pursuant to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) this Article VII shall be pursuant an amount equal to $7,900,000 plus Purchaser's set-off rights against any Earn-Out Payments held in the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Escrow Agreement and the terms and conditions hereoffor Earn-Out. (d) Nothing If Purchaser is entitled to indemnity for a Claim, it may (i) demand payment directly from the Seller or, at its election, (ii) may, in this Article V shall affect the rights its discretion and remedies without obligation, offset all or any portion of such Claims against any obligation of Purchaser (x) to pay Seller any Earn-Out Payments or (y) to pay Seller with respect to or Solomon any breach Incentive Bonus payments. (e) Except as otherwise provided herein, the remedies provided herein shall be cumulative and shall not preclude the assertion by the other any party hereto of any other rights or the seeking of their covenants or agreements to be performed at or after the Effective Timeany other remedies against any other party hereto.

Limitations on Indemnification. (ai) Seller shall not No claim for indemnification may be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaserasserted against either Acquiror, on the one hand, or Sellerany Stockholder, on the other hand, hereunder, unless written notice of such claim is received by the Party from whom indemnification is being sought describing, in reasonable detail (to the extent known at such time), the claim itself and the facts and circumstances upon which the claim is based on or prior to the date on which the Party’s right to indemnification terminates as set forth in Section 6(e). (ii) Notwithstanding anything to the contrary contained herein: (A) except for the representations and warranties regarding authority and enforceability in the final two sentences of Section 4(a)(i)(A), ownership of the shares in the first two sentences of Section 4(a)(ii), ownership of the NY License-Holders in the last sentence of Section 4(a)(ii), capitalization in clauses (A) – (D) in Section 4(a)(iii), and brokerage fees in Section 4(a)(xxiii), and the covenants and agreements of Acquiror regarding the post-closing merger consideration adjustment in Section 2(e), cost of insurance in Section 5(a)(ii), costs relating to consents and approvals in Section 5(c)(i), Transfer Taxes in Section 5(c)(iv), recovery rights in Section 6(h) and expenses in Section 8(b), (x) the Stockholders shall not be liable to Acquiror or any of its Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns for any claim for indemnification pursuant to any of clause (i) through (iv) of Section 6(a) other than for a claim arising out of a PL/GL Indemnified Claim, unless and until the aggregate amount of Damages that otherwise would be recovered from the Stockholders hereunder exceeds $3 million20,000,000 (the “Indemnification Basket”), Purchaser or Seller, as in which case the case may be, Stockholders shall thereupon be entitled to indemnification liable only for amounts the amount of Damages in excess of such the Indemnification Basket; (y) no individual claim for Damages pursuant to any of clause (i) through (v) of Section 6(a) may be made by Acquiror or any of its Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns, or shall be reimbursable by the Stockholders or shall be included in calculating the aggregate Damages for purposes of this clause (A) unless the amount of that particular claim (other than for a claim arising out of a PL/GL Indemnified Claim), exceeds the de minimis threshold of $3 million50,000 (the “Indemnification Threshold”); providedand (z) if the Closing occurs, howeverexcept in connection with the representations, warranties, covenants and agreements that are expressly stated in the beginning of this Section 6(c)(ii)(A) as not being subject to the limitations contained in this sentence Section 6(c)(ii)(A), the sole and exclusive remedy of Acquiror or any other Person has against Stockholders relating in any manner to this Agreement or the immediately preceding sentence transactions contemplated hereby (including with respect to PL/GL Indemnified Claims, the Retained Guaranty and claims pursuant to Section 6(a)(v)) shall not apply be recovery of shares of Acquiror Common Stock that Acquiror is to any claim deliver to Escrow Agent pursuant to Section 6(c)(ii)(A). At the Closing, as collateral for the Stockholders’ indemnification obligations under this Section 6, Acquiror will deliver to Escrow Agent a number of common law fraud alleged to have been committed by or on behalf shares of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating Acquiror Common Stock equal to the breach quotient of any representation or warranty contained (i) $200,000,000 divided by (ii) the Value Per Share, rounded to the nearest whole number (the “Escrow Fund”). The Escrow Agent will release such shares from escrow as provided in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablethe Escrow Agreement. (bB) Except for the representations and warranties regarding authority and enforceability in the final two sentences of Section 4(b)(i)(A), capitalization in clauses (A) – (C) in Section 4(b)(ii), authority to issue shares in Section 4(b)(iii), and brokerage fees in Section 4(b)(xiii) and the covenants and agreements of Acquiror regarding the Merger Consideration in Section 2, the Additional Payment in Section 2(g), access in Section 5(a)(iii), payment for certain pre-closing transactions in Section 5(a)(iv), financing cooperation in Section 5(a)(vii), indemnification set forth in Section 5(b)(ii), consents and approvals set forth in Section 5(c)(i), Transfer Taxes in Section 5(c)(iv), recovery rights in Section 6(h) and expenses in Section 8(b), (x) Acquiror shall not be liable to the Stockholders or any of their Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns for any claim for indemnification pursuant to any of clause (i) through (iii) of Section 6(b) unless and until the aggregate amount of indemnifiable Damages that otherwise would be recovered from Acquiror equals or exceeds $20,000,000 (the “Acquiror Indemnification Basket”), in which case Acquiror shall be liable only for the amount of Damages in excess of the Acquiror Indemnification Basket; (y) no individual claim for Damages pursuant to clause (i) through (iii) of Section 6(b) may be made by the Stockholders or any of their Affiliates or any of their respective directors, officers, employees, agents, successors and permitted assigns, or shall be reimbursable by Acquiror or shall be included in calculating the aggregate Damages for purposes of this clause (B) unless the amount of that particular claim exceeds the de minimis threshold of $50,000; and (z) in no event shall the aggregate liability of Acquiror for indemnification pursuant to Section 6(b), except in connection with the representations, warranties and agreements that are expressly stated in the beginning of this Section 6(c)(ii)(B) as not being subject to the limitations in this Section 6(c)(ii)(B), exceed $200,000,000. (C) Neither Seller, on the one hand, nor Purchaser, on the other hand, Party shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; providedor its Affiliates and their respective directors, howeverofficers, that the limitations contained in this sentence shall not apply to any claim of common law fraudemployees, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilitiesagents, as applicable. (c) Following the Closing, the sole successors and exclusive remedy of the parties hereto permitted assigns with respect to any Damages if and all claims to the extent that such other Party received credit or other compensation for such Damages in the adjustments to the Merger Consideration, if any, to be made pursuant to the terms of this Agreement as finally determined pursuant to Section 2(e). (D) Any indemnified party hereunder shall take reasonable action to mitigate the damages that are the subject of any claim for indemnification hereunder, including by taking reasonable action to obtain recovery under any insurance policies or similar arrangements available to such indemnified party. (E) No party hereto shall have any liability under this Agreement for any punitive, consequential, special or indirect Damages, including business interruption, loss of future revenue, profits or income or loss of business reputation or opportunity relating to the matters addressed in Section 5.1 breach or 5.2 (other than claims alleged breach of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofAgreement. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller Notwithstanding anything in this Agreement to the contrary, in no event shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless (i) the aggregate amount cumulative indemnification obligations of all Losses incurred by Purchaser or Seller pursuant to the Securityholders under Section 5.1 or 5.2 (as the case may be10.2(a), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Sellerthe Parent under Section 10.2(b), on the other hand, exceeds in the aggregate exceed an amount equal to the Escrow Amount (the “Total Cap”); provided, however, that the limitation contemplated by this Section 10.3(a) will not be applicable to (1) breaches of the Specified Representations, (2) breaches of the covenants set forth in Section 6.1(b)(iv), Section 6.1(b)(xii), Section 6.1(b)(xiii), Section 6.1(b)(xiv) and Section 6.22 (Restrictive Covenants) and (3) any Liability Taxes (clauses (1), (2) and (3), collectively the “Unrestricted Claims ”) and (ii) the aggregate amount of Losses paid by any Securityholder pursuant to Section 10.2(a) exceed the amount of merger consideration actually received by such Securityholder pursuant to Article II of this Agreement with respect to its Company Capital Stock. (b) Notwithstanding anything in this Agreement to the contrary, no indemnification claims for Losses shall be asserted by the Securityholder Indemnitees or the Parent Indemnitees, respectively, under Article X for breaches of representations and warranties unless (i) any individual Loss or group or series of related Losses exceed $3 million50,000 (such Loss or group or series of related Losses that does not exceed $50,000, Purchaser the “DeMinimis Losses”), and (ii) the aggregate amount of Losses that would otherwise be payable under Section 10.2(a) and Section 10.2(b), respectively (which shall not include for such purposes DeMinimis Losses), exceed an amount equal to $3,000,000 (the “Basket Amount”), whereupon the Securityholder Indemnitee or Sellerthe Parent Indemnitee, as the case may be, shall thereupon be entitled to indemnification receive only amounts for amounts Losses in excess of the Basket Amount up to the Total Cap, except as set forth in Section 10.3(a). (c) The cumulative indemnification obligations of the Securityholders under Section 10.2(a) (other than as set forth in Section 10.3(a)) shall be recoverable solely from the Escrow Amount. The Parent agrees and acknowledges on behalf of itself and the Parent Indemnitees, that, except as set forth in Section 10.3(a), a Parent Indemnitee may only assert any claim for indemnification under Article X against the then available Escrow Amount in accordance with the terms of the Escrow Agreement. The Parent agrees and acknowledges on behalf of itself and the Parent Indemnitees, that: (i) a Parent Indemnitee must first assert any claim for indemnification under Article X against the then available Escrow Amount in accordance with the terms of the Escrow Agreement and (ii) if the amount recoverable by a Parent Indemnitee in respect of a breach of a Securityholder Representation, Securityholder Covenant, Company Representation or Company Covenant, in each case with respect to any Unrestricted Claim, exceeds the amount of the then available Escrow Amount or if the Escrow Agreement has terminated pursuant to its terms, then (A) a Parent Indemnitee shall assert such $3 million; providedclaim solely against that Securityholder who is in breach of the Unrestricted Claim, howeverand no other Securityholder shall have any liability with respect to such Unrestricted Claim, and (B) in the case of an Unrestricted Claim that is a Company Representation or a Company Covenant, against the Securityholders on a several basis (and not on a joint or joint and several basis), for each such Securityholders’ Escrow Pro Rata Percentage of the amount of Losses not recovered by such Parent Indemnitee from the then available Escrow Amount. (d) Notwithstanding anything to the contrary contained herein, the limitations contained in this sentence and on the immediately preceding sentence indemnification obligations of the parties hereto shall not apply to any claim of common law claims based on fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach intentional breaches of any representation representation, warranty, covenant or warranty contained in Section 6.14 obligation. Under no circumstances shall any Indemnitee be entitled to be indemnified for special, consequential or punitive damages, including multiple of earnings or profits theory, business interruptions, or loss of business opportunity or reputation damages. The party seeking indemnification under this Article X shall use its commercially reasonable efforts to mitigate any Transferred Liabilities or Excluded Liabilities, as applicableLoss which forms the basis of an indemnification claim hereunder. (be) Neither Seller, on the one hand, nor Purchaser, on the other hand, No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing, and (ii) for any Losses that exceed $60 million in for which a Claims Notice was not duly delivered prior to the aggregate with all Losses asserted by such party; providedapplicable Cut-Off Date. (f) Notwithstanding anything to the contrary contained herein, however, that the limitations representations and warranties of the Company and the Securityholders contained in this sentence herein shall not apply to be affected by any claim of common law fraud, alleged to have been committed by investigation conducted for or on behalf of the indemnifying party of, or an Affiliate thereof upon the indemnified party any knowledge possessed or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closingacquired at any time by, the sole and exclusive remedy of the parties hereto with respect to Parent or its Affiliates, employees, or representatives concerning any and all claims circumstance, action, omission or event relating to the matters addressed in Section 5.1 accuracy or 5.2 (other than claims performance of common law fraud alleged to have been committed by any representation, warranty, covenant or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller obligation with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.thereto

Limitations on Indemnification. (a) Seller Except with respect to Liability Claims pursuant to Section 6.2(a)(ii), Section 6.2(a)(vi), Section 6.2(a)(vii) and Section 7.2(a)(viii), the Indemnified Persons’ sole source of recovery for claims under Section 6.2(a)(i) shall not be required the Holdback Shares, determined by reducing the number of issuable Holdback Shares from the total number of Holdback Shares then outstanding (if any). (b) Except for Fraud, no Indemnitor shall be liable to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the Indemnified Persons until the aggregate amount of all Losses incurred by Purchaser which would otherwise be indemnifiable under Section 6.2(a)(i) equal or Seller pursuant to Section 5.1 or 5.2 exceed $200,000 (as the case may be“Basket”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesextent such Losses exceed the Basket, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, Indemnitors shall be obligated to indemnify the other Indemnified Persons for each dollar of Losses that exceed $60 million up to and including the Basket, in the aggregate accordance with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicabletheir Indemnity Pro Rata Portion. (c) Following the ClosingExcept as otherwise required by Applicable Law, the sole and exclusive remedy of the parties hereto with respect to Parties will treat any and all claims relating payments made under this Article VI as an adjustment to the matters addressed Total Consideration as specified in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement 2.2 for accounting and the terms and conditions hereofapplicable Tax purposes. (d) Nothing No Indemnitor will have any right of contribution, right of indemnity or other right or remedy against Buyer or the Company or its affiliates in connection with any indemnification obligation to which such Indemnitor may become subject pursuant to or in connection with this Agreement. (e) No Indemnified Person’s rights pursuant to this Section 6.3(e) will be adversely affected by any investigation conducted, or any knowledge acquired or capable of being acquired, by an Indemnified Person at any time, whether before or after the execution or delivery of this Agreement or the Closing, or by the waiver of any condition to Closing. (f) The right of Buyer or any other Indemnified Persons to pursue a Legal Proceeding for any other remedies or relief under any Ancillary Agreement against the counterparties thereto will not be limited by the rights of the Indemnified Persons under this Section 6.4; provided, that in no event will the aggregate liability of any Indemnitor under this Agreement or any Ancillary Agreement exceed the Total Consideration actually received by such Indemnitor, except in the case of Fraud committed by or with the actual knowledge of such Indemnitor. (g) The amount of any Losses that are subject to indemnification under this Section 6.3 shall be calculated net of the amount of any insurance proceeds, indemnification payments or reimbursements actually received by an Indemnified Person from Third Parties (other than the Indemnitors) in respect of such Losses (net of any costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments resulting from such recovery); provided that nothing in this Article V Agreement shall affect require an Indemnified Person to seek recovery from insurance. If any Indemnified Person receives any such insurance proceeds, indemnification payments or reimbursements from Third Parties (other than the rights and remedies of Purchaser or Seller Indemnitors) with respect to any breach by Losses which have already been settled under this Section 6.3 through the other forfeiture of Holdback Shares, it shall issue (or, if prior to the Holdback Release Date, allocate for potential issuance) such Holdback Shares. No Indemnified Person shall be entitled to recover any Losses under this Agreement in respect of their covenants or agreements a single set of facts and circumstances to be performed at or after the Effective Timeextent that such Indemnified Person has already recovered Losses in respect of such set of facts and circumstances pursuant to another provision of this Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ai) Seller The Stockholders shall not be required obligated to indemnify Purchaserpay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and Purchaser specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall not be required obligated to indemnify Sellerpay any amounts for indemnification under this Article IX, unless except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.13, 3.21, 3.28, 5.22, 5.29, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate amount indemnification payments, exclusive of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 the Basket Exclusions, equals one percent (as 1%) of the case may bePurchase Price (the "Basket Amount"), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one handwhereupon GRS, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerCompany and Stockholders, as the case may be, shall thereupon be entitled obligated to pay any indemnification only for amounts payments, including the Basket Amount, in excess of such $3 million; provided, however, full. It is expressly understood that the limitations contained Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in this sentence the aggregate amount of $100,000, and 1% of the immediately preceding sentence shall Purchase Price is $70,000, the Stockholders would then be liable for the entire $100,000 and not just $30,000). This Section 9.04(ii) will not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or warranty contained in Section 6.14 any intentional breach by any party of any covenant or to any Transferred Liabilities obligation, and GRS or Excluded Liabilitiesthe Stockholders, as applicable. (b) Neither Sellerthe case may be, on the one hand, nor Purchaser, on the other hand, shall will be obligated to indemnify the other jointly and severally liable for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto damages with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofsuch breaches. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement, in no event shall any Seller shall not be required to indemnify Purchaser, provide indemnification with respect to any claim for indemnification made pursuant to Section 7.2(b)(i) or Section 7.2(c)(i): (i) if the Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Twenty-Five Thousand Dollars ($25,000) (the “De Minimis Claim Amount”); or (ii) unless and Purchaser shall not be required to indemnify Seller, unless until the aggregate dollar amount of all Losses incurred by of the Purchaser or Seller Indemnified Parties for all such claims that would otherwise be indemnifiable pursuant to Section 5.1 7.2(b)(i) or 5.2 Section 7.2(c)(i) (as but without giving effect to any Loss or Losses below the case may beDe Minimis Claim Amount) exceeds One Million Five Hundred Thousand Dollars ($1,500,000) (the “Indemnification Deductible”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that if the limitations contained aggregate amount of all such Losses exceeds the Indemnification Deductible, the Purchaser Indemnified Parties shall be entitled to indemnification for the full amount of all such Losses and not just the amount in this sentence excess of the Indemnification Deductible; and provided further, that notwithstanding the foregoing, the De Minimis Claim Amount and the immediately preceding sentence Indemnification Deductible shall not apply to the Fundamental Representations and, accordingly, any claim claims by a Purchaser Indemnified Party in respect of common law fraud alleged to have been committed by or on behalf a Fundamental Representation of the indemnifying party Company or an Affiliate thereof upon the Sellers shall be indemnified party or claims for indemnification relating to hereunder from the breach first dollar of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableapplicable Losses. (b) Neither Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement, in no event shall any Seller be required to provide indemnification (i) with respect to any claim for indemnification made pursuant to Section 7.2(b)(i) or Section 7.2(c)(i) (other than with respect to the Fundamental Representations), in an amount exceeding such Seller’s allocable portion of the Indemnification Cap, on determined by such Seller’s Equity Interest Percentage; provided, however, the one handIndemnification Cap shall not apply to Losses suffered by the Purchaser Indemnified Parties as a result of inaccuracies in or breaches of the Fundamental Representations of the Sellers, nor Purchaser, on the other hand, which shall be obligated excluded in calculating when the Indemnification Cap is reached, (ii) with respect to indemnify any claim for indemnification made pursuant to Section 7.2(b)(i) or Section 7.2(c)(i) for any Losses suffered by the other Purchaser Indemnified Parties as a result of inaccuracies in or breaches of the Fundamental Representations of the Sellers, in an amount exceeding such Seller’s allocable portion of Purchase Price, determined by such Seller’s Equity Interest Percentage and (iii) with respect to any claim for indemnification made pursuant to Section 7.2(b)(v) through (viii), in an amount exceeding such Seller’s allocable portion of Purchase Price, determined by such Seller’s Equity Interest Percentage. For the avoidance of doubt, the Indemnification Cap shall not apply to the matters referred to in Section 7.2(b)(ii) through (viii) or Section 7.2(c)(ii). (c) Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement in no event shall the Purchaser be required to provide indemnification with respect to any claim for indemnification made pursuant to Section 7.2(c)(i): (i) if the Losses that exceed $60 million in associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than the De Minimis Claim Amount; or (ii) unless and until the aggregate with dollar amount of all Losses asserted by of the Seller Indemnified Parties for all such partyclaims that would otherwise be indemnifiable pursuant to Section 7.2(c)(i) (but without giving effect to any Loss or Losses below the De Minimis Claim Amount) exceeds the Indemnification Deductible; provided, however, that if the limitations contained aggregate amount of all such Losses exceeds the Indemnification Deductible, the Seller Indemnified Parties shall only be entitled to indemnification for the full amount of all such Losses and not just the amount in this sentence excess of the Indemnification Deductible; and provided further, however, that notwithstanding the foregoing, the De Minimis Claim Amount and the Indemnification Deductible shall not apply to the Fundamental Representations and, accordingly, any claim claims by a Seller Indemnified Party in respect of common law fraud, alleged to have been committed by or on behalf a Fundamental Representation of the indemnifying party or an Affiliate thereof upon Purchaser shall be indemnified hereunder from the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablefirst dollar of any applicable Losses. (cd) Following Notwithstanding anything to the Closing, contrary in this Article VII or elsewhere in this Agreement in no event shall the sole and exclusive remedy of the parties hereto Purchaser be required to provide indemnification with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be claim for indemnification made pursuant to Section 7.2(c)(i) in an amount exceeding the indemnification provisions set forth in this Article VIndemnification Cap; provided, however, that the parties may seek Indemnification Cap shall not apply to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach Losses suffered by the other Seller Indemnified Parties as a result of any inaccuracies in or breaches of their covenants or agreements the Fundamental Representations of the Purchaser, which shall be excluded in calculating when such Indemnification Cap is reached and instead shall be subject to be performed at or after a separate indemnification cap equal to the Effective TimePurchase Price. For the avoidance of doubt, the Indemnification Cap shall not apply to the matters referred to in Section 7.2(d)(ii).

Limitations on Indemnification. (a) Seller shall Notwithstanding any contrary provisions of Section 7.1, except as set forth in the following sentence, (i) the Stockholders will not be required liable for any Losses with respect to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, Section 7.1(a) unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 the Stockholders are liable for thereunder exceeds [*] percent (as [*]%) of the case may bePurchase Price (the “Indemnification Threshold”), exceeds $3 million. Once and in such aggregate event, the Stockholders will only be liable for the amount of such Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; providedthe Indemnification Threshold, howeverand (ii) the total aggregate Liability of the Stockholders for Losses with respect to Section 7.1(a) will not exceed [*] percent ([*]%) of the Purchase Price (the “Indemnification Cap”). Notwithstanding the foregoing, that the limitations contained in this sentence and the immediately preceding sentence Indemnification Threshold will not apply to any Losses arising out of Section [*]. The Indemnification Cap shall not apply to any claim Losses arising out of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable[*]. (b) Neither SellerNotwithstanding any contrary provisions of Section 7.2, on (i) Buyer will not be liable for any Losses with respect to Section 7.2(a) unless the one hand, nor Purchaser, on aggregate amount of Losses Buyer is liable for thereunder exceeds the other hand, shall be obligated to indemnify Indemnification Threshold and (ii) the other total aggregate liability of Buyer for Losses that with respect to Section 7.2(a) will not exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableIndemnification Cap. (c) Following Other than as expressly provided in any other Article of this Agreement, including, without limitation, Articles II and VIII and Sections 5.9 and 5.12, indemnification [*] Indicates confidential text omitted and filed separately with the ClosingSecurities and Exchange Commission. under this Article VII will constitute the sole remedy under this Agreement, except that the foregoing will in no way limit the rights of an Indemnified Party for equitable relief (including, without limitation, in accordance with the provisions of Section 9.10) or for any fraud or intentional misconduct by a party in connection with this Agreement, the sole and exclusive remedy of documents executed in connection herewith or the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereoftransactions contemplated hereby. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall not be required have no liability for indemnification pursuant to indemnify Purchaser, clause (i) of Section 9.2(a) (or by reason of any certification in respect of such representations and Purchaser shall not be required warranties) with respect to indemnify Seller, Covered Losses for which indemnification is provided thereunder (x) unless such Covered Losses exceed in the aggregate fourteen million, five hundred thousand dollars ($14,500,000), in which case Seller shall be liable (subject to clause (y) below) for all such Covered Losses in excess of such amount or (y) in the aggregate in excess of all Losses incurred by Purchaser or Seller one hundred forty-five million dollars ($145,000,000). The Buyer Indemnified Parties shall look first to the Escrow Fund for any payment of indemnification claims pursuant to Section 5.1 9.2. (b) Buyer shall have no liability for indemnification pursuant to clause (i) of Section 9.3(a) (or 5.2 by reason of any certification in respect of such representations and warranties) with respect to Covered Losses for which indemnification is provided thereunder (as x) unless such Covered Losses exceed in the case may beaggregate fourteen million five hundred thousand dollars ($14,500,000), exceeds in which case Buyer shall be liable (subject to clause (y) below) for all such Covered Losses in excess of such amount or (y) in the aggregate in excess of one hundred forty-five million dollars ($3 million. Once 145,000,000). (c) Notwithstanding anything herein to the contrary, no party shall, in any event, be liable under Sections 9.2 or 9.3 or Article VII to any other Person for any consequential, incidental, indirect, special or punitive damages of such aggregate amount other Person, including loss of Losses incurred by Purchaserfuture revenue, on income or profits, diminution of value or loss of business reputation or opportunity relating to the one handbreach or alleged breach thereof (other than to the extent the third party has been awarded such in a third party claim). (d) Neither Seller nor the Buyer shall have Liability under Sections 9.2 or 9.3, or Seller, on to the other hand, exceeds $3 million, Purchaser Buyer Indemnified Parties or Sellerthe Seller Indemnified Parties, as the case may be, in respect of any Covered Losses to the extent (but only to the extent) that: (i) the Covered Loss (or any part thereof) in question arises, or is increased, as a result of a change after the Closing in any accounting policy, any Tax reporting practice or the length of any accounting period for Tax purposes of the Business Entities (in the case of the Buyer Indemnified Parties) or Seller and its Subsidiaries (in the case of the Seller Indemnified Parties); (ii) in the case of the Buyer Indemnified Parties, the Covered Loss (or any part thereof) in question arises from or relates to (a) any product Liability arising from the research, development, manufacture, sale, advertising, distribution, consuming, marketing or use of cigar or pipe tobacco products or (b) the MSA; or (iii) the Covered Loss (A) was within the category covered by, and together with other Covered Losses in such category not exceeding the amount provided for in, the reserve reflected on the Business Balance Sheet or (B) was included in the Working Capital calculation or otherwise taken into account under Section 5.10(b). (e) The amount of any Covered Losses under Sections 9.2 or 9.3 or Article VII sustained by a Buyer Indemnified Party or a Seller Indemnified Party shall thereupon be entitled reduced by any amount received by such Person (or an Affiliate thereof) with respect thereto under any insurance coverage (including pursuant to Section 5.9(b)) or from any other Person alleged to be responsible therefor, and by the amount of any Tax benefit actually realized with respect to the Covered Loss, in each case net of costs incurred. The Buyer Indemnified Parties and the Seller Indemnified Parties shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have responsibility with respect to the Covered Loss. If a Buyer Indemnified Party or Seller Indemnified Party realizes a Tax benefit or receives an amount under insurance coverage or from such other Person with respect to Covered Losses sustained at any time subsequent to any indemnification only payment pursuant to Sections 9.2 or 9.3 or Article VII, then such Buyer Indemnified Party or Seller Indemnified Party shall promptly reimburse the applicable Indemnifying Party for amounts in excess any payment made to the Indemnified Party by such Indemnifying Party up to such amount realized or received by the Buyer Indemnified Party or Seller Indemnified Party, as applicable. (f) Upon making any indemnification payment under Sections 9.2 or 9.3 or this Article VII, the Indemnifying Party will, to the extent of such $3 millionpayment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Covered Loss to which the payment relates; provided, however, that until the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim Indemnified Party recovers full payment of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesits Covered Loss, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified Indemnified Party’s rights against such third party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (dg) Nothing Notwithstanding anything to the contrary in this Agreement, Seller’s indemnification obligation under this Article V IX for a breach of Section 3.15 (or any certification in respect thereof) is subject to the provisions of this Section 9.5(g). Seller shall affect be responsible for the rights and remedies cost of Purchaser Remedial Action only to the extent necessary to reasonably comply with the remediation or compliance standard consistent with the industrial/commercial use of the property as intended to be used as the Closing Date, which standard will be reasonable, if acceptable to the applicable Government Authorities. Seller shall not be responsible for those costs incurred in connection with respect a Remedial Action to the extent such costs arise from or are exacerbated by actions of Buyer or the Business Entities after the Closing. Further, Seller shall not be responsible for costs incurred in connection with a Remedial Action unless such Remedial Action is (i) required by a Governmental Authority acting pursuant to Environmental Law; (ii) required to respond to a judgment or an order brought by a third party; (iii) required to respond to a condition discovered in connection with the normal day-to-day operation of a facility based on the continued operation of the Business as presently conducted or a facility expansion, demolition or closure actually implemented by Buyer where such Remedial Action is necessary to permit such operation, expansion, demolition or closure; or (iv) required to respond to a condition which presents a substantial endangerment to human health; provided that Seller shall have no Liability or responsibility for any of the matter described in the immediately preceding clauses (i) through (iv) to the extent that such matter arises from product Liability due to the research, development, manufacture, sale, advertising, distribution, consuming, marketing or use of cigars or pipe tobacco products. (h) Buyer shall not be entitled to indemnification under Section 9.2 for a breach by Seller of its obligations under clause (i) of Section 5.10(b) to the other extent Closing Working Capital is less than $32.4 million unless the amount of such shortfall exceeds $750,000, in which case the amount of any such shortfall which Buyer shall be entitled to recover under Section 9.2 shall be limited to the amount of their covenants or agreements to be performed at or after such shortfall in excess of $750,000 and provided that any such claim shall have been made within 90 days following the Effective TimeClosing Date.

Limitations on Indemnification. 12.4.1. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Losses include a party's incidental, consequential or punitive damages, regardless of the theory of recovery. Each party hereto agrees to use reasonable efforts to mitigate any Losses which form the basis for any claim for indemnification hereunder. 12.4.2. Neither the Jupiter/Smit▇ ▇▇▇lers (ataken as a whole) Seller nor the HMTF/Smit▇ ▇▇▇ers (taken as a whole) shall not be required liable to indemnify Purchaserthe other in respect of any indemnification hereunder except to the extent that the aggregate Losses of the party to be indemnified under this Agreement and under the Three-Station Agreement (taken as a whole) exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Basket Amount"), and Purchaser shall not be required then only to indemnify Seller, unless the aggregate amount extent of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on excess over the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionBasket Amount; provided, however, that the Basket Amount and the limitations contained set forth in this sentence and the immediately preceding sentence Section 12.4.3 shall not apply be applicable to (a) any claim of common law fraud alleged Losses incurred by any Seller Indemnified Party in connection with Buyer's failure to have been committed by or on behalf of comply with the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained covenants, agreements and indemnities set forth in Section 6.14 2.8.1 or to any Transferred Liabilities Section 8.4, or Excluded Liabilities, as applicable. (b) Neither Sellerany amounts owed in connection with the Final Net Working Capital Amount. 12.4.3. Notwithstanding any other provision of this Agreement to the contrary (other than Section 12.4.2), on the one handBuyer acknowledges and agrees as follows: (a) the maximum aggregate liability of the Jupiter/Smit▇ ▇▇▇lers (taken as a whole) pursuant to this Agreement and the WTOV Purchase Agreement (taken as a whole) to the Buyer Indemnified Parties and any third parties for any and all Losses shall not exceed the Indemnity Escrow Amount, nor Purchaserregardless of whether the Buyer Indemnified Parties seek indemnification pursuant to this Article 12 or Article 12 of the WTOV Purchase Agreement, on regardless of the form of action, whether in contract or tort, including negligence, and regardless of whether or not the Jupiter/Smit▇ ▇▇▇lers are notified of the possibility of damages to the Buyer Indemnified Parties or any other handthird party, and (b) any indemnification payments by Sellers pursuant to this Article 12 shall be obligated solely payable from the funds held by the Indemnity Escrow Agent pursuant to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such partyIndemnity Escrow Agreement; provided, however, that the limitations contained nothing in this sentence Section 12.4.3 shall not apply be construed to constitute a waiver or limitation of any claim claims by Buyer based on fraud. 12.4.4. Each party (a "recipient party") shall notify the other party (the "representing party") reasonably promptly of common law fraudany perceived breach by the representing party of which the recipient party has knowledge of any representations and warranties, alleged to have been committed by or on behalf covenants, and agreements and of any Losses (including a brief description of the indemnifying same) of the recipient party or an Affiliate thereof upon caused thereby. In the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following event of any breach that is cured prior to the ClosingClosing Date in accordance with the terms of this Agreement, the sole and exclusive remedy of representing party shall have no obligation under Section 12.2 or Section 12.3 or otherwise to indemnify the parties hereto recipient party with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofsuch Losses. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (aThe Seller will have no liability with respect to the matters described in Section 10.1(a) Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, and/or Section 10.1(d) unless the aggregate amount total of all Losses incurred by Purchaser or Seller with respect to such matters (other than Losses excluded pursuant to this Section 5.1 or 5.2 10.4) exceeds $1,000,000 (as the case may be“Basket”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on in which case the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Seller shall thereupon be entitled to indemnification liable only for amounts the portion of such Losses in excess of such $3 million; provided1,000,000. The Seller’s maximum aggregate liability with respect to the matters described in Section 10.1(a) and/or Section 10.1(d) will be limited to an amount equal to $15,000,000 (the “Cap”). Notwithstanding anything to the contrary set forth herein, however, that the limitations contained in this sentence and the immediately preceding sentence Basket shall not apply with respect to (or otherwise limit recovery for) any claim Loss arising from or related to (i) a breach of common law fraud alleged to have been committed by or on behalf any of the indemnifying party representations and warranties of the Seller set forth in Section 3.1 (Organization, Qualification and Corporate Power), 3.2 (Authority), 3.4 (Capitalization), 3.9 (Taxes) or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the 3.20 (Brokers; Finders), (ii) a breach of any representation or warranty contained by the Seller that constitutes fraud, (iii) any matter described in Section 6.14 10.1(b), 10.1(c) or 10.1(e) or (iv) any claim under Section 10.1(d) for Liabilities Known by the Seller at Closing. Notwithstanding anything to the contrary set forth herein, the Cap shall not apply with respect to (or otherwise limit recovery for) any Transferred Liabilities Loss arising from or Excluded Liabilitiesrelated to (i) a breach of any of the representations and warranties of the Seller set forth in Section 3.1 (Organization, as applicable. Qualification and Corporate Power), 3.2 (bAuthority), 3.4 (Capitalization), 3.9 (Taxes) Neither Selleror 3.20 (Brokers; Finders), on (ii) a breach of any representation or warranty by the one handSeller that constitutes fraud, nor Purchaser(iii) any matters described in Section 10.1(b), on 10.1(c) or 10.1(e) or (iv) any claim under Section 10.1(d) for Third-Party Claims Known by the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such partySeller at Closing; provided, however, that if the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have Cap has been committed by or on behalf of met and the indemnifying party or an Affiliate thereof upon the indemnified party Buyer has timely made claims under Section 10.1(d) for Third-Party Claims or claims for environmental Liabilities of the Companies, in each case, not Known by the Seller at Closing or under Section 10.1(a) relating to a breach of the representations and warranties in Section 3.17, Seller’s maximum aggregate liability with respect to such Third-Party Claims and environmental matters and claims will be limited to an amount equal to an additional $15,000,000 above the Cap. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party will have no Liability for any Loss to the extent such Loss: (i) is recovered by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing) under any policy of insurance, any third party warranty or from a third party generally, in each case, net of expenses of collection; (ii) results in any Tax benefit to the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing) net of any Tax detriment, if any, incurred by the Indemnified Party or any of its Affiliates (including, in the case of Buyer, the Companies after the Closing), including any tax detriment incurred as a result of receipt of any indemnification payment; (iii) constitutes punitive, exemplary or non-proximate damages or damages for Transferred Liabilities lost profits, except to the extent payable to a third party; or Excluded Liabilities(iv) exists or arises because the Indemnified Party or any of its Affiliates (including, in the case of the Buyer, the Companies after the Closing) failed to comply with its common law duty of mitigation. In addition, Seller will have no Liability for any Loss to the extent such Loss: (i) constitutes a Liability that is included in the definition of Working Capital, Cash or Funded Debt and, in each case, such Liability is included in the calculation of the Purchase Price; or (ii) if such Loss is covered by Section 10.1(d), (A) arises from labor organizing activities not Known by the Seller as applicable. of the Closing or (cB) Following notwithstanding anything to the contrary in Article VIII, arises in connection with workers’ compensation obligations for employees severed by the Companies after the Closing (except to the extent such obligations arise from contemporaneously documented incidents occurring prior to the Closing). In the event that an Indemnified Party receives an amount under any policy of insurance, any third party warranty or from a third party generally in respect of any particular Loss at any time subsequent to an indemnification payment made by the Indemnifying Party in accordance with this Agreement in respect of the Loss for which such indemnification payment is made, then the Indemnified Party shall pay to the Indemnifying Party the lesser of (A) the indemnification payment made by the Indemnifying Party in respect of the Loss for which such indemnification payment was made and (B) the amount of the insurance proceeds or amount received from any third party that was received in respect of such Loss. After the Closing, the sole Buyer hereby covenants and exclusive remedy agrees to, and to cause the Companies (after the Closing) to, obtain and maintain commercially reasonable levels of insurance coverage for the Business after the Closing and use commercially reasonable efforts to pursue recovery for any Losses indemnifiable under Section 10.1 from available insurance policies and third parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying including under third party or an Affiliate thereof upon the indemnified partywarranties) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, (it being understood that the parties may seek to enforce specifically this Agreement and foregoing shall not in any event restrict Buyer from recovering against Seller in the terms and conditions hereoffirst instance). (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller Except with respect to breaches of the Company Fundamental Representations and for Losses arising from Indemnifiable Taxes or fraud or intentional misrepresentation, the Sellers shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless or hold harmless the JetPay Indemnified Parties for Losses under Section 9.2(a)(i) or (ii) until the aggregate amount of all such Losses incurred by Purchaser or Seller pursuant with respect to which a Claim Notice was delivered in accordance with Section 5.1 or 5.2 9.3 with respect to which Claim Notices were delivered within the Survival Period exceeds one hundred thousand dollars (as $100,000) (the case may be“Basket Amount”), exceeds $3 million. Once such aggregate amount of in which event the Sellers shall be obligated to indemnify the JetPay Indemnified Parties for any Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 millionthe Basket Amount; provided, however, that the limitations contained in this sentence and maximum amount of aggregate Losses for which the immediately preceding sentence shall not apply JetPay Indemnified Parties will be entitled to any claim of common law fraud alleged recover pursuant to have been committed by or on behalf of Section 9.2(a)(i) is two million five hundred thousand dollars ($2,500,000) (the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable“Cap”). (b) Neither SellerNotwithstanding anything in this Agreement to the contrary, on except with respect to Losses resulting or arising from (i) Indemnifiable Taxes, (ii) breaches of the one handrepresentations and warranties in Section 4.18 or (iii) fraud or intentional misrepresentation, nor Purchaser, on the other hand, shall be obligated to indemnify aggregate liability of the other Sellers for Losses that exceed $60 million under Section 9.2(a) with respect to which Claim Notices were delivered within the Survival Period in the aggregate accordance with all Losses asserted by such party; provided, however, that the limitations contained in this sentence Section 9.3 shall not apply to in any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableevent exceed ten million dollars ($10,000,000). (c) Following the ClosingFor purposes of this ARTICLE IX, the sole determination of (i) whether there has been a breach of a representation or warranty and exclusive remedy of the parties hereto with respect (ii) Losses resulting or arising from such breach shall be made without regard to any and all claims relating materiality qualification (including any reference to the matters addressed in Section 5.1 Business Material Adverse Effect or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofmaterial adverse effect). (d) Nothing in this Article V No right of indemnification hereunder shall affect be limited by reason of any investigation or audit conducted before or after the rights and remedies Closing or the knowledge of Purchaser or Seller with respect to any party of any breach of a representation, warranty or covenant by the other parties at any time. The Indemnified Parties shall have the right, irrespective of any knowledge or investigations to rely fully on the representations warranties and covenants of their covenants or agreements to be performed at or after JetPay, the Effective TimeCompany and the Sellers, as applicable, contained herein.

Limitations on Indemnification. (a) Seller The provisions for indemnity under Section 9.1(a)(i) or Section 9.1(b)(i) shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless effective only when the aggregate amount of all Losses incurred by Purchaser for which indemnification is sought from Merck or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerSalix, as the case may be, exceeds $[*], in which case the indemnified Party shall thereupon be entitled to indemnification only for amounts of the indemnified Party’s Losses in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence thereof. In no event shall not apply to any claim of common law fraud alleged to either indemnifying Party have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims liability for indemnification relating to the under Section 9.1(a)(i) or Section 9.1.(b)(i), as applicable, together with liability for breach of any representations and warranties under any of the Ancillary Agreements, for any amounts exceeding, in the aggregate, [*] percent ([*]%) (or, in the case of Merck’s liability with respect to any breach of Section 4.1.6, [*] percent ([*]%)) of the amount equal to (i) the Closing Payment less (ii) any adjustments made pursuant to Section 2.4.1(c) or Section 2.4.1(d). Indemnification under this Article 9 shall be the exclusive remedy for any breach of representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableunder this Agreement. (b) Neither SellerIN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, on the one handSPECIAL, nor PurchaserINDIRECT, on the other handCONSEQUENTIAL, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such partyINCIDENTAL OR EXEMPLARY DAMAGES OR SIMILAR DAMAGES OR LOSSES INCURRED BY THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN; providedPROVIDED HOWEVER, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableTHAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (i) THE LIABILITIES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (ii) THE LIABILITIES OF THE PARTIES UNDER SECTION 9.1. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller shall Subject to Section 8.6(b), an Indemnified Party may not be required to indemnify Purchaserrecover Losses from Buyer or Sellers, as applicable, in respect of any claim for indemnification under Section 8.2 or Section 8.3, as applicable, unless and until Losses have been incurred, paid or properly accrued by the applicable Indemnified Parties in an aggregate amount greater than $125,000 (the “Indemnification Threshold”), and Purchaser shall not be required to indemnify Selleronce such Indemnification Threshold has been exceeded, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon Indemnified Party will be entitled to indemnification only recover for amounts such Losses in excess of such $3 million; the Indemnification Threshold, provided, howeverthat, that for the limitations contained in this sentence and avoidance of doubt, the immediately preceding sentence shall Indemnification Threshold will not apply to any a claim of common law fraud alleged to have been committed by or on behalf of a Buyer Indemnified Party for recovery from the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableR&W Insurance Policy. (b) Neither Seller, on the one hand, nor Purchaser, on Subject to the other handterms of this Section 8.6, shall be obligated to indemnify the other for recovery by an Indemnified Party of its Losses that exceed $60 million in the aggregate will be subject to the following limitations: (1) With respect to Losses claimed under Sections 8.2(a) through 8.2(f), a Buyer Indemnified Party will recover all of its Losses as follows: (A) first, from the R&W Insurance Policy; (B) second, to the extent such Losses exceed the amount recovered from (including by operation of the retention or the limits thereunder), or are not covered, or are denied coverage under, the R&W Insurance Policy, directly from the Sellers on a several but not joint basis (in accordance with all each Seller’s Pro Rata Share); (2) With respect to Losses asserted claimed under Sections 8.2(a) through 8.2(f), the Buyer Indemnified Parties will not be entitled to recover against any Seller (A) in excess of the proceeds received by such party; providedSeller or (B) for any inaccuracy in, howeveror breach of, that any of the limitations Fundamental Representations of any other Seller, or any breach of, or the failure of any other Seller to perform or comply with any of its covenants or obligations contained in this sentence shall not apply Agreement, any Related Agreement or any certificate or instrument delivered pursuant to any claim this Agreement; (3) With respect to Losses claimed under Sections 8.3, a Seller Indemnified Party will recover all of common law fraudits Losses directly from Buyer; and (4) With respect to Losses claimed under Sections 8.3, alleged no Seller Indemnified Party will be entitled to have been committed by or on behalf recover against Buyer in excess of such Seller’s Pro Rata Share of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableInitial Purchase Price. (c) Following the Closing, the sole and exclusive remedy Any entitlement of the parties hereto with respect Indemnified Parties to any and all claims relating make a claim against the Indemnifying Party under this Agreement will be determined without duplication of recovery by reason of the same state of facts giving rise to such claim constituting a breach of more than one representation, warranty, covenant or agreement and/or an adjustment to the matters addressed purchase price in accordance with Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof1.4. (d) Nothing in Notwithstanding any other provision of this Article V shall affect the rights and remedies of Purchaser Agreement, no party hereto or Seller with respect to any breach by the other of any of their covenants its Affiliates shall have liability for any indirect, exemplary or agreements punitive damages, and Losses indemnifiable hereunder shall not include such damages, except to be performed at or after the Effective Timeextent, if any, such Losses are incurred due to Fraud of a party hereto.

Limitations on Indemnification. .1 Notwithstanding the foregoing provisions of Sections 9.1 (a"Indemnification by the Shareholders") Seller and 9.2 ("Indemnification by Each Shareholder"), the Shareholders shall not be required liable for such Losses until such time as the total liability under Sections 9.1 and 9.2 in the aggregate reaches $20,000 (but then the Shareholders shall be liable for the entire $20,000 plus any such liability in excess of $20,000). .2 Notwithstanding the foregoing provisions of Section 9.1 and 9.2, the liability of the Shareholders under this Agreement shall be limited as follows: (I) Except to indemnify Purchaserthe extent a claim is based on breach of the representations and warranties in Sections 2.7 ("Title to Assets") and 2.11 ("Patents, Trademarks, Licenses, Etc."), Verity's and the other Indemnified Parties' sole recourse with respect to a breach by the Company of its representations, warranties or covenants made in this Agreement shall be limited to the cash and securities held in the Escrow Account, and Purchaser there shall not be required no indemnification obligation with respect to indemnify Sellerany such claim unless notice thereof is given to the Shareholders or the Shareholders' Agent (as defined in the Escrow Agreement) within one year following the Closing Date. (II) To the extent a claim is based on breach of the representations or warranties in Section 2.7 ("Title to Assets") or Section 2.11 ("Patents, Trademarks, Licenses, Etc.") (with any such claim to the extent based on Section 2.7 or Section 2.11 referred to hereunder as an "IP Claim"): (1) To the extent such IP Claim concerns alleged infringement of the patent rights of a third party (with such portion of any such IP Claim referred to hereunder as a "Patent Claim"), then, unless one or more Shareholders knew or should have known of the aggregate amount potential infringement of all Losses incurred by Purchaser or Seller pursuant such patent as of the Closing Date (without any implied obligation to Section 5.1 or 5.2 conduct a patent search), (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on A) Verity and the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Indemnified Parties shall thereupon be entitled to indemnification only for amounts in excess of Losses relating to such $3 million; provided, however, that Patent Claim as follows: for the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf full amount of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification Loss relating to such Patent Claim, but with recourse initially only to the breach cash and securities held in the Escrow Account and, after such escrow amounts are exhausted, to the Shareholders for the balance of any representation or warranty contained in additional Loss relating to such claim, subject to Section 6.14 or to any Transferred Liabilities or Excluded Liabilities9.3.2(iii) below, as applicable.and (bB) Neither Seller, on the one hand, nor Purchaser, on the other hand, there shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for no indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto obligation with respect to any and all claims relating such Patent Claim unless notice thereof is given to the matters addressed in Section 5.1 Shareholders or 5.2 the Shareholders' Agent within one year following the Closing Date. (2) For all other than claims of common law fraud alleged to such IP Claims (including Patent Claims where one or more Shareholders knew or should have been committed by or on behalf known of the indemnifying potential infringement of the third party or an Affiliate thereof upon patent as of the indemnified party) Closing Date (without any implied obligation to conduct a patent search)), the aggregate liability of the Shareholders for indemnification hereunder shall be pursuant to the indemnification provisions limited as set forth in this Article V; providedSection 9.3.2(iii), however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V but there shall affect the rights and remedies of Purchaser or Seller be no indemnification obligation with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.such IP Claims

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs, (i) Seller shall will not be required have any liability under Section 8.2(a) (other than with respect to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, the Specified Representations) unless the aggregate amount of liability for Damages suffered by the Buyer Indemnified Persons thereunder exceeds $[***] (the “Deductible”), in which case Seller will be liable for all Losses Damages incurred by Purchaser or Seller pursuant Buyer from the first dollar, (ii) Seller’s aggregate liability under Section 8.2(a) (other than with respect to Section 5.1 or 5.2 a breach of any of the Specified Representations) will not exceed the $[***] (as the case may be“Cap”), (iii) Seller’s maximum aggregate liability under this Article VIII shall not exceed $[***] (the “Overall Cap”), and (iv) (A) Buyer will not have any liability under Section 8.3(a) (other than with respect to a breach of the Specified Representations) unless the aggregate liability for Damages suffered by the Seller Indemnified Persons thereunder exceeds $3 million. Once such aggregate amount of Losses the Deductible, in which case Buyer will be liable for all Damages incurred by PurchaserSeller from the first dollar, on (B) Buyer’s aggregate liability under Section 8.3(a) (other than with respect to a breach of any of the one handSpecified Representations) will not exceed the Cap, or Sellerand (C) Buyer’s maximum aggregate liability under this Article VIII shall not exceed the Overall Cap. Notwithstanding anything herein to the contrary, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the foregoing limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableParty. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (ai) Seller shall Notwithstanding anything to the contrary herein, from and after the Closing, the liability of any Buyer Indemnifying Party that commits fraud in connection with the Acquisition will not be required limited in any manner with respect to indemnify Purchasersuch fraud committed by such Buyer Indemnifying Party. (ii) Except in the case of fraud, and Purchaser shall the Seller Indemnified Parties, as a group, may not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller recover any Damages pursuant to a Buyer Indemnification Claim under Section 5.1 9.3(a)(i) or 5.2 (as 9.3(a)(iii) unless and until the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerSeller Indemnified Parties, as the case may bea group, shall thereupon have paid, incurred, suffered or sustained at least the Basket Amount in Damages in the aggregate, in which case the Seller Indemnified Parties shall be entitled to indemnification only for amounts in excess of such $3 million; providedrecover all Damages paid, howeverincurred, that suffered or sustained by the Seller Indemnified Parties as a group (from the first dollar, but subject to the other limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable9.3(b)(ii). (biii) Neither SellerSubject to Sections 9.3(b)(i), on the one hand, nor Purchaser, on the other hand, liability of each Buyer Indemnifying Party for all Buyer Indemnification Claims under Sections 9.3(a)(i) and 9.3(a)(iii) shall be obligated limited to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply an amount equal to any claim of common law fraud, alleged to have been committed by or on behalf 10% of the indemnifying party or an Affiliate thereof upon sum of the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableAcquisition Consideration. (civ) Following Except in the Closingcase of fraud in connection with this Agreement or any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party under or pursuant to this Agreement, the indemnification obligations provided in Article 9 of this Agreement will be the sole and exclusive remedy of the parties hereto Seller Indemnified Parties in connection with this Agreement and any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party under or pursuant to this Agreement, except that the foregoing shall not limit the right to seek specific performance, a restraining order or injunctive relief with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims provision of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party under or pursuant to this Agreement. The Seller Indemnified Parties hereby irrevocably waive, as of Closing, any right to seek any other remedy of any kind or nature, in law or in equity, on any basis, other than indemnification under Article 9 of this Agreement and conditions hereofspecific performance, a restraining order or injunctive relief. (dv) Nothing in this Article V Damages shall affect be offset by an amount equal to the rights and remedies of Purchaser or Seller with respect to any breach by the other amount of any net insurance or other indemnification proceeds (taking into account any deductible and increase in premiums attributable to such Damages) that are actually received by or are due to such Seller Indemnified Party in connection with such Damages. (vi) No Seller Indemnified Party shall be indemnified more than once for the same Damage suffered, regardless of their whether such Damage may be attributed to more than one indemnity, breach of several paragraphs of the representations and warranties or the breach of or default in connection with several covenants or agreements obligations herein, and regardless whether or not such breaches of covenants or misrepresentations are made with fraud. (vii) No Buyer Indemnifying Party shall have any liability for Damages (and such Damages shall be disregarded for all purposes hereunder) which are punitive, consequential, indirect or special damages, including loss of profit (excluding, for such purpose, loss of profits resulting from inability to be performed at sell shares of Parent Common Stock as a result of a breach of a covenant or after representation indemnifiable under this Section 9.3) or loss of opportunity, regardless of the Effective Timeform of action through which such Damages are sought. (viii) No Buyer Indemnifying Party shall have any liability in respect of any Seller Indemnification Claim relating to a Third Party Claim (as defined below) which is not, and does not become within twelve (12) months of a Third Party Claim Notice (as defined below), an actual Action.

Limitations on Indemnification. (a) Except with respect to Losses arising out of or relating to breaches of the representations and warranties in Sections 3.1, 3.2, 3.3, 3.14, 3.17, 4.1, 4.2, and 4.4 or claims pursuant to Sections 8.2(b) or 8.2(c), or 8.3(b) or 8.3(c), Seller shall not be required have no obligation to indemnify Purchaserthe Buyer Indemnified Parties against Losses pursuant to Section 8.2, and Purchaser Buyer shall not be required have no obligation to indemnify Sellerthe Seller Indemnified Parties against Losses pursuant to Section 8.3, unless and until the aggregate amount of all such Losses suffered or incurred by Purchaser Buyer Indemnified Parties or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerIndemnified Parties, as applicable, for which indemnification is sought exceeds One Million Dollars ($1,000,000) (the case may be“Basket Amount”) (in which event the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall thereupon be entitled to indemnification only for amounts the full amount in excess of such $3 million; providedthe Basket Amount, however, that subject to the other limitations contained set forth in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableArticle VIII). (b) Neither Notwithstanding anything to the contrary herein, Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated ’s obligation to indemnify the other for Buyer Indemnified Parties against Losses under Section 8.2(a) and Buyer’s obligation to indemnify the Seller Indemnified Parties against Losses under Section 8.3(a) shall be capped at Twenty Million Dollars ($20,000,000); provided that exceed $60 million in (i) the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence foregoing cap shall not apply with respect to any claim Losses arising out of common law or relating to breaches of the representations and warranties in Sections 3.1, 3.2, 3.3, 3.14, 3.17, 4.1, 4.2, and 4.4 and (ii) other than in the event of fraud, alleged neither Seller nor Buyer shall be required to have been committed by indemnify the Buyer Indemnified Parties or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded LiabilitiesSeller Indemnified Parties, as applicable, under this Article VIII against Losses in an aggregate amount in excess of the Purchase Price. (c) Following Each of Seller and Buyer acknowledges, on behalf of itself and on behalf of the other Seller or Buyer Indemnified Parties, that, from and after the Closing, the sole and exclusive remedy of the parties hereto thereof with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (for breach of this Agreement, other than claims of common law for fraud alleged or a suit seeking specific performance or any other equitable remedy to have been committed by or on behalf of the indemnifying require a party or an Affiliate thereof upon the indemnified party) hereto to perform its obligations under this Agreement, shall be pursuant to the indemnification provisions set forth in this Article V; providedVIII and the offset provision set forth in Section 2.12(i) of this Agreement. In furtherance of the foregoing, howevereach of Seller and Buyer hereby waives, that on behalf of itself and each of the parties other Seller or Buyer Indemnified Parties, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action each may seek to enforce specifically have against the other party for any breach of this Agreement and (except pursuant to the terms and conditions hereofindemnification provisions set forth in this Article VIII), other than with respect to claims for fraud or a suit seeking specific performance or any other equitable remedy to require a party hereto to perform its obligations under this Agreement. (d) Nothing Upon payment in this Article V full of any claim, settlement, judgment or other amount pursuant to Section 8.4, the Indemnifying Party shall affect be subrogated to the extent of such payment to the rights and remedies of Purchaser or Seller the Indemnified Party against any Person with respect to the subject matter of such claim or judgment. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of the Indemnifying Party, to pursue any breach by the other of claims against, or otherwise recover amounts from, any of their covenants Person liable or agreements responsible for any Losses for which indemnification has been received pursuant to be performed at or after the Effective Timethis Agreement.

Limitations on Indemnification. The indemnification provided for in Sections 9.01 and 9.02 shall be subject to the following limitations: (ai) Seller The Stockholders shall not be required obligated to indemnify Purchaserpay any amounts for indemnification under this Article IX arising out of any Losses based upon, arising out of or otherwise in respect of any inaccuracy or breach disclosed in writing to GRS and Purchaser specifically waived in writing by GRS prior to the Closing. (ii) Neither GRS, the Company nor the Stockholders shall not be required obligated to indemnify Sellerpay any amounts for indemnification under this Article IX, unless except those based upon, arising out of or otherwise in respect of Sections 3.02, 3.13, 3.21, 3.28, 5.22, 9.01 (ii) and (iii), 11.01 and 11.02 and Article IV hereof (the "Basket Exclusions"), until the aggregate amount indemnification payments, exclusive of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 the Basket Exclusions, equals one percent (as 1%) of the case may bePurchase Price (the "Basket Amount"), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one handwhereupon GRS, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerCompany and Stockholders, as the case may be, shall thereupon be entitled obligated to pay any indemnification only for amounts payments, including the Basket Amount, in excess of such $3 million; provided, however, full. It is expressly understood that the limitations contained Basket Amount shall serve as a "trigger" for indemnification and not as a "deductible" (for example, if the indemnity claims for which GRS or the Stockholders would, but for the provisions of this subparagraph (ii), be liable is in this sentence the aggregate amount of $200,000, and 1% of the immediately preceding sentence shall Purchase Price is $180,000, the Stockholders would then be liable for the entire $200,000 and not just $20,000). This Section 9.04(ii) will not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representations and warranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or warranty contained in Section 6.14 any intentional breach by any party of any covenant or to any Transferred Liabilities obligation, and GRS or Excluded Liabilitiesthe Stockholders, as applicable. (b) Neither Sellerthe case may be, on the one hand, nor Purchaser, on the other hand, shall will be obligated to indemnify the other jointly and severally liable for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto damages with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofsuch breaches. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. Notwithstanding any other provision to the contrary: (a) Seller Subject to the last sentence of this paragraph, the Company shall not be required to indemnify Purchaserhave no Liability for Losses under Section 10.01(a)(i) or (ii), and Purchaser no claim for indemnification of such Losses shall not be required to indemnify Sellermade under this Article X, unless (i) the Losses associated with each such claim exceed $20,000 and (ii) until the aggregate amount of all such claims for Losses incurred by Purchaser or Seller pursuant that the Company would, but for this Section 10.03(a), have under Section 10.01(a)(i) and (ii) exceeds an amount equal to Section 5.1 or 5.2 $2,000,000, in which case the Indemnified Party (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, defined below) shall thereupon be entitled to indemnification only be indemnified for amounts in excess of all such $3 millionLosses, and not merely the excess; provided, however, that any Losses in connection with the limitations contained breach by the Company or any Company Entity, as applicable, of its representations, warranties or covenants in this sentence and Section 4.01, Section 4.04, Section 4.12(b)(i) or (ii), Section 4.17, Section 4.18, Section 6.01(a) or (b), Exhibit D, the Employee Loan Agreement or the Subcontract Agreement shall not be subject to the limitation described above. Notwithstanding the foregoing, any claims for indemnification of Losses brought by any Nortel Indemnified Party under the Parent Agreement shall be used in order to determine whether any claims for Losses brought under Section 10.01(a)(i) or (ii) exceed the $2,000,000 threshold referred to before the proviso in the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablesentence. (b) Neither SellerNortel Networks shall have no Liability for Losses under Section 10.02(a) or (b), on the one hand, nor Purchaser, on the other hand, and no claim for indemnification of such Losses shall be obligated to indemnify made under this Article X, unless (i) the other Losses associated with each such claim exceed $20,000 and (ii) until the aggregate of all such claims for Losses that exceed Nortel Networks would, but for this Section 10.03(b), have under Section 10.02(a) and (b) exceeds an amount equal to $60 million 2,000,000, in which case the aggregate with Indemnified Party shall be entitled to be indemnified for all Losses asserted by such partyLosses, and not merely the excess; provided, however, that any Losses in connection with the limitations contained in this sentence shall not apply to breach by Nortel Networks or any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded LiabilitiesNortel Contributing Entity, as applicable, of its representations, warranties or covenants in Section 3.01, Section 3.09(b), Section 6.01(a) or (b), Exhibit D, the Employee Loan Agreement or the Subcontract Agreement shall not be subject to the limitation described above. (c) Following the ClosingFor purposes of determining whether any Indemnified Party shall be entitled to indemnification under Section 10.01 or 10.02, as applicable, for breach of a representation, warranty or covenant, the sole and exclusive remedy use of the parties hereto with respect to terms "material," "material adverse effect" or "in all material respects" (or words of similar effect) shall be disregarded and any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) for such indemnification shall be pursuant to the indemnification provisions set forth determined as if no such terms were present in this Article V; providedsuch representation, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofwarranty or covenant. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. 5.3.1 The provisions for indemnity under Section 5.1.1(a) or Section 5.1.2(a) shall be effective only (a) Seller shall not be required to indemnify Purchaser, for any individual claim or series of related claims arising from the same facts and Purchaser shall not be required to indemnify Seller, unless circumstances where the Loss exceeds [***] or (b) when the aggregate amount of all Losses incurred by Purchaser for claims or Seller pursuant to Section 5.1 or 5.2 series of related claims arising from the same facts and circumstances in excess of [***] for which indemnification is sought from any Indemnifying Party exceeds [***] (as the case may be“Deductible”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on in which case the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Indemnified Party shall thereupon be entitled to indemnification only for amounts of the Indemnified Party’s Losses in excess of such $3 million; providedthereof. In no event shall any Indemnifying Party have liability for indemnification under Section 5.1.1(a) or Section 5.1.2(a), howeveras applicable, that for any amount exceeding, in the limitations contained in this sentence aggregate, [***] (the “Cap”). Notwithstanding anything herein to the contrary, the Deductible and the immediately preceding sentence Cap shall not apply to any claim breach attributable to fraud or intentional misrepresentation. [***]. Portions of common law fraud alleged to this Exhibit, indicated by the m▇▇▇ “[***],” were omitted and have been committed by or on behalf filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the indemnifying party or Securities Exchange Act of 1934, as amended. 5.3.2 If the Indemnified Party receives any payment from an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach Indemnifying Party in respect of any representation Losses pursuant to Section 5.1.1 or warranty contained in Section 6.14 5.1.2 and the Indemnified Party could have recovered all or a part of such Losses from a Third Party based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to any Transferred Liabilities or Excluded Liabilities, proceed against such Third Party as applicableare necessary to permit the Indemnifying Party to recover from the Third Party the amount of such payment. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations 5.3.3 The representations and warranties of Seller and Buyer contained in this sentence Agreement shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf survive the Closing and continue in full force and effect thereafter through and including the date that is [***] after the Effective Date. None of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or contained in this Agreement shall survive the Closing other than those that by their terms expressly contemplate performance after the Effective TimeDate and such surviving covenants and agreements shall survive the Closing until fully performed. 5.3.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF FRAUD OR WILLFUL MISCONDUCT, NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES, FOR ANY CLAIMS, DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MULTIPLE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (WHETHER OR NOT FORESEEABLE AT THE EXECUTION DATE), CONNECTED WITH OR RESULTING FROM ANY BREACH OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF RECOVERY.

Limitations on Indemnification. Subject to the requirements in Section 12.3 and the DGCL, the Company shall not be obligated to indemnify any Person pursuant to this Article XII in connection with any Proceeding (or any part of any Proceeding): (a) Seller shall not be required for which payment has actually been made to indemnify Purchaseror on behalf of such Person under any statute, and Purchaser shall not be required insurance policy, indemnity provision, vote or otherwise, except with respect to indemnify Seller, unless any excess beyond the aggregate amount paid; (b) for an accounting or disgorgement of all Losses incurred by Purchaser or Seller profits pursuant to Section 5.1 16(b) of the Exchange Act, or 5.2 similar provisions of federal, state or local statutory law or common law, if such Person is held liable therefor (including pursuant to any settlement arrangements); (c) for any reimbursement of the Company by such Person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such Person from the sale of securities of the Company, as required in each case under the case may beExchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or the payment to the Company of profits arising from the purchase and sale by such Person of securities in violation of Section 306 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), exceeds $3 million. Once if such aggregate amount Person is held liable therefor (including pursuant to any settlement arrangements); (d) initiated by such Person, including any Proceeding (or any part of Losses incurred any Proceeding) initiated by Purchasersuch Person against the Company or its Directors, on Officers, employees, agents or other indemnitees, unless (i) the one handBoard of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise required to be made under Section 12.7 or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million(iv) otherwise required by applicable law; or (e) if prohibited by applicable law; provided, however, that if any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the limitations contained in validity, legality and enforceability of the remaining provisions of this sentence and the immediately preceding sentence Article XII (including each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not apply to in any claim of common law fraud alleged to have been committed by way be affected or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating impaired thereby; and (ii) to the breach fullest extent possible, the provisions of this Article XII (including each such portion of any representation paragraph or warranty contained in Section 6.14 clause containing any such provision held to be invalid, illegal or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyunenforceable) shall be pursuant construed so as to give effect to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach intent manifested by the other of any of their covenants provision held invalid, illegal or agreements to be performed at or after the Effective Timeunenforceable.

Limitations on Indemnification. Except as otherwise specifically provided in this Agreement: (a) Seller Except for liability for breaches of the representations and warranties contained in Section 2.19 hereof, for which there shall not be required to indemnify Purchaserno minimum claim, CONDOR and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser other Persons or Seller entities indemnified pursuant to Section 5.1 or 5.2 8.1 (as other than the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence STOCKHOLDERS) shall not apply assert any claim other than a Third Person claim for indemnification hereunder against the STOCKHOLDERS until such time as, and with respect to any individual claim, unless and until such claim of common law fraud alleged to have been committed by or on behalf of claims, individually or in the indemnifying party or an Affiliate thereof upon the indemnified party or claims aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). The STOCKHOLDERS shall not assert any claim for indemnification relating hereunder against CONDOR until such time as, and solely to the breach extent that, the aggregate of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableall claims which the STOCKHOLDERS may have against CONDOR exceeds Two Hundred Fifty Thousand ($250,000). (b) Neither SellerCONDOR shall have the right, on upon written notice, to offset indemnification amounts due to it pursuant to this Agreement against payments due to the one handSTOCKHOLDERS under (i) this Agreement (including, nor Purchaserwithout limitation, on the other handobligation to pay the Equity Adjustment in Section 1.2 hereof) and/or (ii) any contract contemplated by, shall be obligated or referred to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; providedin, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableAgreement. (c) Following the ClosingNotwithstanding any other term of this Agreement, the sole and exclusive remedy none of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) STOCKHOLDER shall be pursuant to liable under this Section 8 for an amount which exceeds the indemnification provisions set forth amount of proceeds received by such STOCKHOLDER in connection with this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofAgreement. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller The amount of any Losses for which indemnification is provided under this Section 7 shall not be required net of any amounts (i) recovered by an Indemnified Party or its Affiliates under or pursuant to indemnify Purchaserany insurance policy, and Purchaser shall not be required (ii) recovered by any such Person from any third party with respect to indemnify Sellersuch Losses. In the event that any such recovery is made by an Indemnified Party or its Affiliates with respect to any Losses, unless as applicable, for which any such Indemnified Party has been indemnified hereunder and has received funds in the amount of such Losses, then a refund equal to the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, recovery shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating made promptly to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicableIndemnifying Party. (b) Neither SellerNotwithstanding anything herein to the contrary, on (i) the one handCompany shall not be liable to the Subscribers Indemnified Parties for any Losses pursuant to Section 7.2(a)(i) and/or Section 7.2(a)(iii), nor Purchaserother than in respect of Fraud or breach of any Company Fundamental Representation, on subject to the other handlimitations herein; and (ii) the Company shall not be liable to the Subscribers Indemnified Parties for any Losses arising under or in connection with this Agreement, other than in respect of Fraud, in excess of US $725,833.33, subject to the other limitations herein. Notwithstanding the foregoing, to the extent that the Company is liable to the Subscribers Indemnified Parties for any Losses under (i) Section 9.2(a)(i) of the Subscribers Subscription Agreement, after taking into account the applicable limitations on indemnification set forth thereunder, the Company shall also be liable to the Subscribers Indemnified Parties for all Losses under Section 7.2(a)(i) of this Agreement, but the aggregate Losses under Section 9.2(a)(i) of the Subscribers Subscription Agreement and Section 7.2(a)(i) of this Agreement shall be obligated subject to indemnify all applicable limitations on indemnification for breaches of representations and warranties under Section 9.4 of the other Subscribers Subscription Agreement, including Section 9.4(b)(i), Section 9.4(b)(ii), Section 9.4(b)(iii) and Section 9.4(b)(v); and (ii) Section 9.2(a)(iii) of the Subscribers Subscription Agreement, after taking into account the applicable limitations on indemnification set forth thereunder, the Company shall also be liable to the Subscribers Indemnified Parties for all Losses that exceed $60 million in under Section 7.2(a)(iii) of this Agreement, but the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf under Section 9.2(a)(iii) of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for Subscribers Subscription Agreement and Section 7.2(a)(iii) of this Agreement shall be subject to all applicable limitations on indemnification for Transferred Liabilities or Excluded Liabilitiesthe Specified Indemnity (as defined hereunder and thereunder) under Section 9.4 of the Subscribers Subscription Agreement, as applicableincluding Section 9.4(b)(i), Section 9.4(b)(ii), Section 9.4(b)(iv) and Section 9.4(b)(v). (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating Notwithstanding anything herein to the matters addressed contrary, (i) no Subscriber shall be liable to the Company Indemnified Parties for any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii) which, individually considered, do not exceed US $10,000 (the “De Minimis Exclusion”) and no individual claim for Losses that do not exceed the De Minimis Exclusion shall be considered in determining the amount of Losses under Section 5.1 or 5.2 7.2(b)(i) and/or Section 7.2(b)(iii) unless a series of similar events arising from the same circumstances exceed the De Minimis Exclusion; (ii) no Subscriber shall be liable to the Company Indemnified Parties for any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii), other than claims in respect of common law fraud alleged Fraud or breach of any Subscriber Fundamental Representation, until the aggregate amount of such Losses (excluding, for the avoidance of doubt, any Losses pursuant to have been committed by or on behalf of Section 7.2(b)(i) and/or Section 7.2(b)(iii) which, individually considered, do not exceed the indemnifying party or De Minimis Exclusion) exceeds an Affiliate thereof upon the indemnified party) amount equal to US $18,100, at which time a Subscriber shall be severally but not jointly liable for the entire amount of all such Losses, subject to the other limitations herein; (iii) no Subscriber shall be liable to the Company Indemnified Parties for any Losses pursuant to Section 7.2(b)(i) and/or Section 7.2(b)(iii), other than in respect of Fraud or breach of any Subscriber Fundamental Representation, in excess of US $72,500, subject to the indemnification provisions set forth other limitations herein; and (iv) no Subscriber shall be liable to the Company Indemnified Parties for any Losses arising under or in connection with this Article V; providedAgreement, howeverother than in respect of Fraud, that in excess of US $725,833.33, subject to the parties may seek to enforce specifically other limitations herein. For the avoidance of doubt, any liability of a Subscriber under this Agreement Section 7 shall be several and the terms and conditions hereofnot joint (in accordance with such Subscriber’s 50% percentage interest). (d) Nothing in this Article V shall affect Notwithstanding anything herein to the rights and remedies of Purchaser or Seller contrary, (i) no Indemnifying Party will have any obligation to indemnify for any Losses until a final, non-appealable Judgment is rendered with respect to such Claim Notice or a written agreement is entered into by the parties; and (ii) where substantially the same events or circumstances qualify under one or more single or multiple claims or under one or more provisions of this Agreement, the Indemnified Party shall not be entitled to double or duplicative recovery of Losses arising out of such events or circumstances, or to calculate its Losses by duplicating or double counting its Losses arising out of such events or circumstances. (e) In the event that the Company has an obligation to indemnify any Subscribers Indemnified Party for any Losses under this Section 7, the Company shall, within ten (10) Business Days (or any other date agreed in writing by the Company and such Subscribers Indemnified Party) after such Losses have been finally determined and are owed by the Company in accordance with Section 7.4(d), at its option, pay the amount of such Losses either by (i) wire transfer of immediately available funds to an account designated in writing by such Subscribers Indemnified Party, or (ii) issuing a warrant exercisable into Ordinary Shares to such Subscribers Indemnified Party in the form attached hereto as Exhibit B (the “Indemnity Warrant”), that will entitle such Subscribers Indemnified Party to a number of Ordinary Shares resulting from the quotient of (x) the amount of such Losses, and (y) the fair market value of an Ordinary Share at the time of the payment obligation, which, to the extent the Ordinary Shares of the Company are traded over-the-counter (OTC) or in any stock exchange, shall be equivalent to the Company’s Ordinary Shares VWAP for the period of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of payment. The Exercise Price (as defined in the Indemnity Warrant) under such Indemnity Warrant shall be US $0.01. (f) In the event that any Subscriber has an obligation to indemnify a Company Indemnified Party for any Losses under this Section 7, such Subscriber shall pay the amount of such Losses within ten (10) Business Days (or any other date agreed in writing by such Subscriber and such Company Indemnified Party) after such Losses have been finally determined and are owed by such Subscriber in accordance with Section 7.4(d) by wire transfer of immediately available funds to an account designated in writing by such Company Indemnified Party. (g) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this Section 7 such Indemnified Party shall take and shall cause its Affiliates to take, or cooperate with the Indemnifying Party, if so requested by the other Indemnifying Party, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any of their covenants or agreements to be performed at or after the Effective Timecontingent liability from becoming an actual liability).

Limitations on Indemnification. (a) The Seller shall Indemnifying Parties will not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Sellerhave any obligation under Section 5.2(a), unless and until the aggregate amount of all Losses incurred by Purchaser or for which the Seller pursuant to Section 5.1 or 5.2 (as the case may be), Indemnifying Parties are obligated thereunder exceeds $3 million. Once such 100,000 (the "Threshold"); provided, however, that if the aggregate amount of Losses incurred by Purchaserexceeds the Threshold, on then the one handSeller Indemnifying Parties will be obligated for all of such Losses that are in excess of the Threshold, or Seller, on subject to the other handterms of this Article V. (b) The obligations of the Seller Indemnifying Parties under Section 5.2(a), in the aggregate, will not exceed an amount equal to $4,000,000 (the "Cap"), subject to the other terms of this Article V. (c) Buyer will not have any obligation under Section 5.3(a), unless and until the aggregate amount of Losses for which Buyer is obligated thereunder exceeds $3 millionthe Threshold; provided, Purchaser or Sellerhowever, as that if the case may beaggregate amount of Losses exceeds the Threshold, shall thereupon then Buyer will be obligated for all of such Losses that are in excess of the Threshold, subject to the other terms of this Article V. (d) Buyer's obligations under Section 5.3(a), in the aggregate, will not exceed an amount equal to the Cap, subject to the other terms of this Article V. (e) Notwithstanding the foregoing terms of this Section, the Indemnified Parties will be entitled to recover for, and the Threshold and the Cap will not apply to, any Losses arising out of Section 5.2(a), in connection with or related to: (i) fraud or willful misconduct; (ii) intentional misrepresentation; or (iii) any breach of the representations and warranties in Section 3.1(a) (Due Organization), Section 3.1(b) (Capacity, Authorization), Section 3.1(f) (No Conflict or Violation), Section 3.1(h) (Title to Assets), 3.1(i) (Taxes), Section 3.1(r) (Brokers' Fees), Section 3.2(a) (Due Organization and Good Standing), Section 3.2(b) (Authorization and Execution), and Section 3.2(e) (Brokers' Fees) (each a "Fundamental Representation" and collectively, the "Fundamental Representations"). (f) Payments by an Indemnifying Party pursuant to Section 5.2 and Section 5.3 shall be limited to the amount of any Losses that remain after deducting from such Losses any insurance proceeds, and any indemnity, contribution or other similar payment actually recovered by the Indemnified Parties from any third party with respect to such claim. In the event any Indemnified Party is entitled to any insurance proceeds in respect of any Losses for which any Indemnified Party is entitled to indemnification only pursuant to this Article V, the Indemnified Parties shall use commercially reasonable efforts to obtain, receive or realize such proceeds. Except as provided below in part (g), the Indemnifying Party shall not defer payment of Losses to the Indemnified Party pending the resolution of insurance claims or other potential or actual third party recovery sources, provided, however, that in the event that any such insurance proceeds or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds or other third-party recoveries relate, appropriate refunds shall be made promptly by the Indemnified Parties to the Indemnifying Party of all or the relevant portion of any indemnification payment made to Indemnified Parties with respect to such claim. (g) In the event that an indemnification claim with respect to a Loss by a Buyer Party would reasonably be expected to be covered by insurance under any tail policy obtained by the Seller Entities in connection with the transactions contemplated herein, the Buyer and the Seller Entities will cooperate to promptly assert such claim to the applicable insurer with respect to such tail policy, and the Buyer and the Seller Entities will use commercially reasonable efforts to seek the recovery of the Loss through such tail policy or if a Loss by a Buyer Party would reasonably be expected to be covered by warranties or indemnitees from third party manufacturers or suppliers of goods manufactured, sold or serviced by the Acquired Business, the Buyer and Seller Entities will cooperate to promptly assert such claim to the applicable manufacturer or supplier to seek recovery for amounts such Loss. The Parties agree that no Buyer Party will be required to pursue litigation or incur any expense in excess connection with the foregoing actions. The Indemnifying Party may defer paying the Buyer Party's claim for indemnification from the Sellers hereunder with respect to insurance claims, until the earlier of (i) the date on which the insurer makes payment with respect to such insurance claim and such payment is delivered to the Buyer Party (with the amount of such $3 millioninsurance recovery received by the Buyer Party being set off against the amount of the indemnification claim pursuant to Section 5.4(f)), (ii) in the event that the insurance carrier delivers any notice of claim denial, the date on which the Seller Entities and Buyer mutually agree in writing not to continue seeking such insurance claim (provided the Seller Entities may continue to pursue the claim in good faith), or (iii) the date that is six (6) months after the date of the assertion of such claim to the insurance carrier with respect to such tail policy. The Indemnifying Party may defer paying the Buyer Party's claim for indemnification from the Sellers hereunder with respect to warranty claims and claims for indemnification from manufacturers or suppliers, until the earlier of (1) the date on which the applicable manufacturer or supplier makes payment with respect to such claim, (2) the date any such manufacturer or supplier denies its obligation to pay such claim or (3) the date that is six (6) months after the date of assertion of such claim to the applicable manufacturer or supplier. Any such indemnification claim will be deemed to have been made when initially asserted for purposes of any applicable survival period and a reserve against escrow, notwithstanding any deferral period. (h) Notwithstanding anything in this Agreement to the contrary, for purposes of determining the inaccuracy or breach of any representation or warranty for purposes of Section 5.2(a), and for purposes of calculating the amount of Losses of the Buyer Parties, each representation and warranty of the Sellers and Seller Entities shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar standard or qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). (i) Any Loss subject to indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach or violation of more than one representation, warranty, covenant or agreement, and to the extent that such Loss is reflected as a Liability on the Final Closing Balance Sheet and included in the Closing Working Capital calculation, there shall be no recovery of such Loss through a claim of a breach of a representation or warranty, covenant or agreement to which such Loss may have otherwise related. (j) The Buyer Parties' right to indemnification pursuant to Article V will be: (i) first, satisfied from the Escrow Fund (to the extent available) pursuant to the Escrow Agreement, after satisfaction of the Threshold, (ii) second, satisfied from any vested Buyer Shares that have been issued to LTD pursuant to this Agreement, and (iii) third, from the Seller Indemnifying Parties; provided, however, that the limitations contained Buyer Parties shall be entitled to recover directly from the Seller Indemnified Parties for any Losses which any Buyer Party is entitled to indemnification under Section 5.4(e)(i) and (ii) or under Section 5.2(a) for any breach of the representations and warranties in this sentence Section 3.1(i); (k) For avoidance of doubt, the Buyer Parties will be entitled to fully recover for, and the immediately preceding sentence Cap and Threshold shall not apply to to, any claim Losses arising out of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (bSections 5.2(b)-(e) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such partyherein; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf aggregate liability of the indemnifying party or an Affiliate thereof upon Seller Indemnifying Parties for Losses arising out of Sections 5.2(b)-(e) herein will not exceed the indemnified party or claims for indemnification for Transferred Liabilities or Excluded LiabilitiesPurchase Price, as applicable. (c) Following including the Closing, aggregate value on the sole and exclusive remedy Effective Date of the parties hereto with respect to any and all claims relating to Buyer Shares (the matters addressed in "Full Purchase Price"), except for Losses arising out of Section 5.1 5.2(e), for which there shall be no limit or 5.2 (other than claims of common law fraud alleged to have been committed by or cap on behalf the aggregate liability of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofSeller Indemnifying Parties. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. 8.3.1 In no event shall Seller’s aggregate liability under Section 8.1.1 or Buyer’s aggregate liability under Section 8.1.2 (excluding with respect to Buyer’s obligation to pay the Purchase Price, which shall not count against the limitations provided herein), respectively, exceed the amount of the Purchase Price. 8.3.2 No Party shall have any liability under this Article 8 for an otherwise indemnifiable Loss that is contingent unless and until such contingent Loss becomes an actual Loss of the Indemnified Party and is due and payable, so long as the claim for such Loss was timely submitted pursuant to the provisions of this Article 8. 8.3.3 Except with respect to Losses arising from Excluded Taxes, no Party shall be liable for any Losses under this Article 8 to the extent the Buyer Indemnitees or the Seller Indemnitees, as applicable, failed to mitigate such Losses in accordance with applicable Laws. Each Party shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to mitigate any Loss indemnifiable hereunder (except with respect to Losses arising from Excluded Taxes) upon and after becoming aware of any event that could reasonably be expected to give rise to any such Loss. For the avoidance of doubt, nothing in this Section 8.3.3 shall be interpreted as in any way limiting any Party’s rights or obligations under Section 5.13. 8.3.4 The amount of Losses recovered by an Indemnified Party under Section 8.1.1 or Section 8.1.2, as applicable, shall be reduced by (a) Seller any amounts actually recovered by the Indemnified Party from a Third Party in connection with such claim, (b) the amount of any insurance proceeds paid to the Indemnified Party relating to such claim (including under the R&W Policy) and (c) any Tax benefit arising from any Losses that are attributable to the Purchased Subsidiary, but only to the extent that (x) the related indemnification payment does not result in a reduction in the tax basis of any asset of Buyer or its Affiliates other than the Purchased Shares and (y) such Tax benefit is actually realized by the Indemnified Party in cash in the current year and taxable year immediately following in which such Losses are incurred (calculated on a “with and without” basis), net of any reasonable, documented, out of pocket costs and expenses or Taxes incurred by the Indemnified Party in connection with obtaining such recovery, proceeds or Tax benefit. An Indemnified Party shall not be use its commercially reasonable efforts to collect insurance proceeds for any Loss that is subject to indemnification by any Indemnifying Party under Section 8.1.1 or Section 8.1.2, as applicable. If any amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnifying Party of the full amount otherwise required to indemnify Purchaserbe paid to an Indemnified Party pursuant to this Article 8, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 8 had such amounts been received prior to such payment (net of any Taxes or other costs incurred by the Indemnified Party in connection with the collection or receipt of any such amounts). 8.3.5 In the event that an Indemnified Party has any rights against a Third Party with respect to any occurrence, claim or Loss that results in a payment by an Indemnifying Party under this Article 8, such Indemnifying Party shall be subrogated to such rights to the extent of such payment. Without limiting the generality of any other provision hereof, each Indemnified Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and Purchaser otherwise cooperate in the prosecution of such claims. 8.3.6 For the avoidance of doubt, no Indemnified Party shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts under this Article 8 in excess respect of any Loss to the extent such Indemnified Party has been previously indemnified or reimbursed in respect of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply Loss pursuant to any claim other provision of common law fraud alleged to have been committed by this Agreement or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach any provision of any representation or warranty contained in Section 6.14 or Ancillary Agreement. No Party shall be entitled to any Transferred Liabilities payment, adjustment or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto more than once with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofsame matter. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) A Purchaser Indemnified Party may assert an Indemnification Claim pursuant to Section 9.2(a) with respect to representations and warranties of the Seller only to the extent the Purchaser Indemnified Party gives notice of the Indemnification Claim pursuant to Section 9.4(a) before the expiration of the applicable time period set forth in Section 9.1 for such representation and warranty. Any Indemnification Claim not made in accordance with Section 9.4(a) by the Purchaser Indemnified Parties on or before the applicable date set forth in Section 9.1, and Seller’s indemnification obligations with respect thereto, will be irrevocably and unconditionally released and waived by the Purchaser Indemnified Parties. (b) Notwithstanding the provisions of this Article IX, Seller shall not be required have any indemnification obligations for Losses under Section 9.2, (i) for any individual item where the Loss relating thereto is less than $100,000 and (ii) in respect of each individual item where the Loss relating thereto is equal to indemnify Purchaser, and Purchaser shall not be required to indemnify Selleror greater than $100,000, unless the aggregate amount of all such Losses incurred by Purchaser or Seller pursuant exceeds three (3%) percent of the Purchase Price, and then only to Section 5.1 or 5.2 (as the case may be), exceeds $3 millionextent of such excess. Once such In no event shall the aggregate amount of Losses incurred to be paid by PurchaserSeller under Section 9.2 exceed ten (10%) percent of the Purchase Price. (c) No representation or warranty of Seller contained herein shall be deemed untrue or incorrect, on the one hand, and Seller shall not be deemed to have breached a representation or Seller, on the other hand, exceeds $3 million, Purchaser or Sellerwarranty, as a consequence of the case may beexistence of any fact, shall thereupon be entitled circumstance or event of which (i) is disclosed in response to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations another representation or warranty contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by Agreement or on behalf (ii) Purchaser is aware as of the indemnifying party Closing Date. (d) No Purchaser Indemnified Party shall have any right to indemnification under this Article IX in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Sections 3.3 and 3.4. (e) The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered or an Affiliate thereof upon recoverable by the indemnified party under insurance policies or claims otherwise, and net of any Tax benefit realized by Purchaser with respect to such Losses. (f) For purposes of calculating the amount of any Losses for which indemnification relating to the for any breach of any representation or warranty is provided under this Article IX (but not for purposes of determining whether any particular representation or warranty contained herein has been breached), any materiality or Material Adverse Effect qualifications in Section 6.14 the applicable representations or to any Transferred Liabilities or Excluded Liabilities, as applicablewarranties shall be ignored. (bg) Neither SellerNotwithstanding anything contained in this Agreement to the contrary, on the one hand, nor Purchaser, on behalf of itself and each of the other handPurchaser Indemnified Parties, acknowledges and agrees that, except for the representations and warranties contained in Article V (as modified by the Schedules hereto), neither Seller nor any other Person is making any express or implied representation or warranty with respect to Seller, the Company, the Subsidiaries, their respective Affiliates or the transactions contemplated by this Agreement, and Seller disclaims any representations or warranties, whether made by Seller, the Company or any of their respective Affiliates, officers, directors, employees, agents or representatives. Any claims a Purchaser Indemnified Party may have for breach of representation or warranty shall be obligated to indemnify based solely on the representations and warranties of Seller set forth in Article V (as modified by the Schedules hereto as supplemented or amended). In furtherance of the foregoing, except for the representations and warranties contained in Article V (as modified by the Schedules hereto), Purchaser, on behalf of itself and each of the other for Losses Purchaser Indemnified Parties, acknowledges and agrees that exceed $60 million in none of the aggregate with all Losses asserted by such party; providedCompany, howeverSeller, that the limitations contained in this sentence shall not apply any of their respective Affiliates or any other Person will have or be subject to any claim of common law fraudliability to a Purchaser Indemnified Party or any other Person for, alleged and Seller hereby disclaims all liability and responsibility for, any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to have been committed by Purchaser or its Affiliates or representatives, including any confidential memoranda distributed on behalf of the indemnifying party Company relating to the Company or an Affiliate thereof upon any of the indemnified party Subsidiaries or claims other publications or data room information provided to Purchaser or its Affiliates or representatives, or any other document or information in any form provided to Purchaser or its Affiliates or representatives in connection with the sale of the Membership Interest and the transactions contemplated hereby (including any opinion, information, projection, or advice that may have been or may be provided to Purchaser or its Affiliates or representatives by any director, officer, employee, agent, consultant, or representative of the Company or Seller or any of their respective Affiliates) or for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablePurchaser’s use of any such information. (ch) Following the ClosingPurchaser, the sole on behalf of itself and exclusive remedy each of the parties other Purchaser Indemnified Parties, acknowledges that it has conducted to its satisfaction, its own independent investigation of the condition, operations, assets (including all activated and deactivated pipelines) and business of the Company and the Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser Indemnified Parties has relied on the results of Purchaser’s independent investigation. The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. (i) Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, acknowledges that the properties of the Company and the Subsidiaries have asbestos-containing materials. Seller hereby disclaims all liability and responsibility with respect to any claims or Liabilities arising therefrom or related thereto, and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or Purchaser, on behalf of itself and each of the indemnifying party or an Affiliate thereof upon the indemnified party) other Purchaser Indemnified Parties, acknowledges that it shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or have no claims against Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Timethereto.

Limitations on Indemnification. (a) Seller No claim for indemnification under Section 9.2(a) or Section 9.3(a) for breach of any representation or warranty shall not be required valid unless made within the applicable survival period as set forth Section 9.1. (b) No party shall be obligated to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, any other party or parties under Section 9.2(a) or Section 9.3(a) unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such claimant’s aggregate amount of Losses incurred by Purchaseras to which a right of indemnification is provided under Section 9.2(a) or Section 9.3(a) shall exceed $500,000, on the one hand, or Seller, on the other hand, exceeds in which event all Losses above $3 million, Purchaser or Seller, as the case may be, 500,000 shall thereupon be entitled indemnifiable; provided that Buyer’s right to indemnification only recover under Section 9.3(a) for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 Sections 3.2(a), 3.2(b), 3.12 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence 3.17 shall not apply be subject to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablesuch limitation. (c) Following the Closing, the sole and exclusive remedy No individual breach of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 such representation or 5.2 (other than claims of common law fraud alleged warranty shall be deemed to have been committed by or on behalf occurred unless the actual Loss incurred as a result thereof is in excess of $2,000. In no event shall the indemnifying party or an Affiliate thereof upon the indemnified party) shall be aggregate liability of ▇▇▇ pursuant to Section 9.3 (a) exceed $10,500,000; provided that Buyer’s right to recover under Section 9.3(a) for breach of any representation or warranty contained in Sections 3.2(a), 3.2(b), 3.12 or 3.17 shall not be subject to such limitation. In no event shall the indemnification provisions set forth in this Article V; provided, however, that the parties may seek aggregate liability of ▇▇▇ or Buyer pursuant to enforce specifically this Agreement and exceed the terms and conditions hereofPurchase Price. (d) Nothing If Buyer acquires Knowledge prior to Closing that any representation, warranty, covenant or agreement of ▇▇▇ contained in this Article V Agreement or the ▇▇▇ Disclosure Schedules (including Updated Schedules pursuant to Section 5.11) or any of the Schedules attached hereto has been breached, is false or requires modification or amendment to be correct, Buyer shall affect provide ▇▇▇ with written notice as soon as practicable, but in any event within five (5) Business Days after acquiring such Knowledge. Buyer shall have no right or remedy after the rights and remedies of Purchaser or Seller Closing with respect to such inaccuracy or breach and shall be deemed to have waived its rights to indemnification in respect thereof and any breach by Loss in respect thereof shall be disregarded for purposes of the deductible contained in Section 9.7(b). (e) No party shall be liable under Article 9 for any (i) Loss relating to any matter to the extent that there is included in the calculation of Effective Time Working Capital a specific liability or reserve relating to such matter, but only to the extent of such reserve, (ii) consequential or punitive Loss (other of any of their covenants than a consequential or agreements to be performed at punitive Loss payable in connection with a third-party claim), or after the Effective Time(iii) Loss based on a claim for lost profits (other than lost profits payable in connection with a third-party claim).

Limitations on Indemnification. With respect to indemnification pursuant to Section 14.1(c)(i), excepting any claim in connection with the representations and warranties in Section 6.6 (Taxes), Section 6.11 (Environmental Matters), Section 6.9 (Title to Assets), Section 6.21 (Accounts Receivable) and Section 6.25(a) and any claims for fraud or intentional misrepresentation, the Company, (a) Seller and Metal Links shall not be required to indemnify Purchaser, liable for indemnification hereunder unless and Purchaser shall not be required to indemnify Seller, unless until the aggregate amount of Losses under all such claims under Section 14.1(c)(i) exceeds Ten Thousand Dollars ($10,000) (US) (the “Basket”), in which event Buyer and such other indemnified persons shall be entitled to indemnification for all damages from dollar one and (b) Seller and Metal Links shall not be liable for aggregate Losses incurred in excess of $250,000 (the “Cap”). For the avoidance of doubt, the Basket and the Cap shall not be applicable to (i) any claim in connection with the representations and warranties in Section 6.6 (Taxes), Section 6.9 (Title to Assets), Section 6.21 (Accounts Receivable) or Section 6.25(a) and any claims for fraud or intentional misrepresentation, (ii) any failure by Purchaser Seller or Seller Metal Links to observe or perform their covenants and agreements set forth herein or in any agreement entered into pursuant to this Agreement; or (iii) any Excluded Liabilities. With respect to indemnification pursuant to Section 5.1 or 5.2 (as the case may be14.2(i), exceeds $3 million. Once such (a) Buyer shall not be liable for indemnification hereunder unless and until the aggregate amount of Losses incurred by Purchaserunder all such claims under Section 14.2(i) exceeds Ten Thousand Dollars ($10,000) (US), on the one hand, or in which event Seller, on the Metal Links and such other hand, exceeds $3 million, Purchaser or Seller, as the case may be, indemnified persons shall thereupon be entitled to indemnification only for amounts all damages from dollar one and (b) Buyer shall not be liable for aggregate Losses in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable250,000. (b) Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller shall will not be required have any liability under Section 7.02(d) (other than with respect to indemnify Purchasera breach of Sections 2.01, 2.02, 2.04(a)-(b), 2.14, 2.20 and Purchaser shall not be required to indemnify Seller2.21 (collectively, the “Seller Specified Representations”)) unless the aggregate amount of all liability for Losses incurred suffered by Purchaser or Seller pursuant to Section 5.1 or 5.2 the Acquiror Indemnitees thereunder exceeds $72,000,000 (as the case may be“Deductible”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on and then only to the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess extent of such $3 million; providedexcess, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply (ii) Seller’s aggregate liability under Section 7.02(d) (other than with respect to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the a breach of any representation of the Seller Specified Representations) will not exceed 360,000,000 (the “Cap”), (iii) (A) Acquiror will not have any liability under Section 7.01(d) (other than with respect to a breach of Sections 3.01, 3.02 and 3.04(a)-(b) (collectively, the “Acquiror Specified Representations”)) unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of such excess, and (B) Acquiror’s aggregate liability under Section 7.01(d) (other than with respect to a breach of any of the Acquiror Specified Representations) will not exceed the Cap, (iv) no Party will have any liability under Section 7.01(d) or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities7.02(d), as applicable, for any Loss arising out of any individual claim (or any series of claims arising out of substantially the same events, facts or circumstances, which will be aggregated for purposes of this clause (iv)), unless such Loss exceeds $300,000, and any Losses that are disregarded pursuant to this clause (iv) will not be aggregated for purposes of the preceding clauses (i) through (iii), (v) in no event will Seller’s liability under Section 7.02(b) (A) exceed $50,000,000 in the aggregate, or (B) exceed, with respect to any Shared Customer Contract, $15,000,000, and (vi) in no event will Acquiror’s liability under Section 7.01(b) (A) exceed $50,000,000 in the aggregate, or (B) exceed, with respect to any Shared Customer Contract, $15,000,000. (b) Neither Seller, on the one hand, Section 7.07(a) nor Purchaser, on the other hand, Section 9.01 shall be obligated to indemnify the other for Losses that exceed $60 million limit any Party’s rights or remedies in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim event of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, (i) no indemnification under Section 9.3(a)(i) hereof shall be made by Seller and no indemnification under Section 9.3(b)(i) hereof shall not be required to indemnify Purchasermade by Buyer, and Purchaser neither Seller nor Buyer shall not be required have any Liability, respectively, to indemnify Sellerthe other therefore or for any willful breach of a representation contained in this Agreement in the event of termination pursuant to Section 10.1, unless and until the aggregate amount of all Losses incurred subject to indemnification pursuant thereto and due the party being indemnified shall exceed $500,000, and once such “threshold amount” is exceeded the indemnifying party shall indemnify the indemnified party, and shall be liable, for the amount of any such Losses, including pursuant to Section 10.1, in excess of $250,000; provided that neither Seller nor Buyer shall have any Liability respectively, to the other for any individual Claim or any Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances, unless such individual Claim or such Liability arising out of or resulting from a single action, event, occurrence or a set of circumstances is greater than $25,000 (it being understood and agreed that any such individual Claim or Liability shall be aggregated solely for purposes of determining when the threshold amount has been exceeded pursuant to this Section 9.4(a) and shall not be aggregated or counted for purposes of determining indemnifiable Losses, including pursuant to Section 10.1), (ii) the aggregate amount required to be paid by Purchaser or Seller pursuant to its indemnification obligations under Section 5.1 9.3(a)(i) hereof or 5.2 by Buyer pursuant to its indemnification obligations under Section 9.3(b)(i) hereof or by Buyer or Seller for any willful breach of a representation contained in this Agreement in the event of termination pursuant to Section 10.1 shall not exceed, subject to clause (as iii) below, an amount equal to $5,000,000 (the case may be“Cap”), exceeds $3 million. Once and neither party shall have any Liability to any indemnified party for, and such aggregate amount of Losses incurred by Purchaser, on the one hand, indemnified parties shall have no right to recover from Seller or Seller, on the other hand, exceeds $3 million, Purchaser or SellerBuyer, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess any amount of Losses which exceeds (and from and after the time such $3 million; providedLosses exceed) such amount, however, that (iii) the limitations contained in this sentence and the immediately preceding sentence Cap shall not apply to any claim of common law fraud alleged indemnifiable Losses pursuant to have been committed by Sections 9.3(a)(ii), 9.3(a)(iii), 9.3(b)(ii) or on behalf 9.3(b)(iii) or to breaches of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating representations contained in Sections 4.2, 4.10, 4.11, 4.12, 5.2 and 5.6, and (iv) subject to the breach of foregoing limitations in this Section 9.4(a), neither party shall have any representation or warranty contained in Section 6.14 or Liability to any Transferred Liabilities indemnified party, including pursuant to Section 10.1, for, and such indemnified parties shall have no right to recover from Seller or Excluded LiabilitiesBuyer, as applicablethe case may be, any amount of Losses which exceeds (and from and after the time such Losses exceed) an aggregate amount equal to the Total Cash Purchase Price. (b) Neither SellerTo the extent that any Losses or Claim therefor which is subject to indemnification hereunder are covered by insurance held by any indemnified party, on such indemnified party shall only be entitled to indemnification pursuant to Section 9.3 hereof with respect to the one hand, nor Purchaser, on amount of Losses in excess of the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted net cash proceeds received by such party; providedindemnified party pursuant to such insurance. To the extent that, howeverfollowing the receipt of any indemnity payments pursuant to Section 9.3 hereof, that the limitations contained in this sentence indemnified party obtains any insurance recovery from a third party insurance provider, with respect to such Losses, such indemnified party shall not apply promptly pay over to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon (in proportion to their relative payments in respect of the underlying Loss) the amount of the net cash proceeds received by such indemnified party or claims pursuant to such insurance up to, but not in excess of, the amount of the indemnity payments made by the indemnifying party pursuant to such Losses. The parties agree that no insurance company shall have any right of subrogation under this Section 9.4(b) and the parties agree that this Section 9.4(b) is not for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablethe benefit of any third party insurance provider. (c) Following Except for equitable relief, including, without limitation, injunctive relief or specific performance, to which either party hereto may be entitled, the Closing, indemnification provided in this Agreement shall be the sole and exclusive remedy of the parties hereto with respect to any this Agreement, the Ancillary Agreements and all claims relating the transactions contemplated hereby and thereby, and the only legal action that may be asserted by a party entitled to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of indemnification hereunder against the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant a contract action to enforce, or to recover Losses under, the indemnification provisions set forth in this Article V; providedAgreement. Notwithstanding the foregoing, howeverprior to the Final Closing Date, that each party shall have the parties may right to bring a contract action to enforce, recover Losses from, or seek to enforce specifically injunctive or equitable relief from, the other party for breaches of covenants or agreements contained in this Agreement and the terms and conditions hereofAgreement. (d) Nothing Notwithstanding anything to the contrary in this Article V Agreement or any Ancillary Agreement, Losses indemnifiable under this Agreement, including under Section 10.1 (i) shall affect the rights expressly exclude consequential damages, special or incidental damages, lost profits, diminution in value, punitive damages, exemplary damages, enhanced damages, multiple damages, indirect damages and remedies other penalty or speculative damages, except for Losses arising out of Purchaser or Seller with respect to any breach third party Claims which shall be indemnifiable by the other indemnifying party for all such damages and (ii) shall not be computed or determined using a multiple of earnings, book value or any similar item which may have been used in arriving at the Purchase Price or which may be reflective of their covenants or agreements the Purchase Price. (e) Notwithstanding anything in this Agreement to the contrary, the amounts payable pursuant to indemnification obligations under this Agreement hereof shall be performed at or after paid without duplication and in no event shall any party hereto be able to recover twice under different provisions of this Agreement for the Effective Timesame Losses, and shall be consistently treated by the parties as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by Law.

Limitations on Indemnification. (a) Seller Except in the case of Fraud, the Indemnified Parties, as a group, may not recover any Losses pursuant to a claim under Section 8.2(a)(i) or a claim under Section 8.2(a)(ix) solely to the extent the underlying claim would have been asserted under Section 8.2(a)(i) had there actually been a breach of the relevant representation or warranty in question (a “General Unproven Third Party Claim”), (i) unless and until the Indemnified Parties, as a group, shall not be required to indemnify Purchaserhave paid, and Purchaser shall not be required to indemnify Sellerincurred, unless suffered or sustained at least $850,000 in Losses in the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be“Basket Amount”), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on in which case the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or Seller, as the case may be, Indemnified Parties shall thereupon be entitled to indemnification only recover all Losses, including the Basket Amount, paid, incurred, suffered or sustained by the Indemnified Parties as a group, and (ii) unless such claim or series of related claims exceeds $25,000 (the “Per Claim Threshold”), in which case the Indemnified Parties shall be entitled to recover all Losses (subject to the other applicable limitations set forth herein), including the Per Claim Threshold, paid, incurred, suffered or sustained by the Indemnified Parties with respect to such claim or series of related claims. For the avoidance of doubt, the limitations set forth in this Section 8.3(a) shall not apply to claims under clauses (ii) through (viii) of Section 8.2(a), inclusive, or Section 8.2(a)(ix) to the extent not for amounts a General Unproven Third Party Claim. (b) Subject to Section 8.3(j), the Indemnified Parties sole and exclusive source of recovery for claims under Section 8.2(a)(i) or Section 8.2(a)(ix) solely to the extent with respect to a General Unproven Third Party Claim shall be recourse against the cash held in excess of such $3 millionthe Indemnity Escrow Fund; provided, however, that (A) to the extent that an Indemnified Party recovers any amount from the Indemnity Escrow Fund in satisfaction of a claim under any of clauses (ii) through (viii) of Section 8.2(a), inclusive, such recovered amount shall not reduce the amount that the Indemnified Parties may recover with respect to claims under Section 8.2(a)(i) and the Indemnified Parties shall be permitted to recover such amount directly from the Indemnifying Parties for claims under Section 8.2(a)(i), and (B) the limitations contained set forth in this sentence and the immediately preceding sentence Section 8.3(b) shall not apply to claims under clauses (ii) through (viii) of Section 8.2(a), inclusive, or Section 8.2(a)(ix) to the extent not for a General Unproven Third Party Claim, and, and, subject to Section 8.3(c), the Indemnified Parties shall be permitted to recover directly from the Indemnifying Parties for claims under any claim of common law fraud clauses (ii) through (viii) of Section 8.2(a), inclusive, or Section 8.2(a)(ix) to the extent not for a General Unproven Third Party Claim. (c) Subject to Section 8.3(j), the maximum liability of each Indemnifying Party for indemnification claims recoverable directly from an Indemnifying Party under Section 8.2(a) and under his, her, or its Joinder Agreement (excluding, for the avoidance of doubt, claims recovered from the Indemnity Escrow Fund) shall be limited, in the aggregate, to a dollar amount equal to the aggregate portion of the Total Consideration paid or payable to such Indemnifying Party (or his, her, or its designee, assignee, transferee, or successor in interest) pursuant to this Agreement (inclusive of any and all amounts deducted or withheld in respect of Taxes or any Loan Repayment Amount and the aggregate amount of such Indemnifying Party’s Per Share Expense Fund Consideration). (d) Subject to Section 8.3(j), the Indemnified Parties shall not be permitted to assert claims under Section 8.2(a)(viii) against any Indemnifying Party other than the Indemnifying Party that committed or alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablequestion. (be) Neither SellerExcept in the case of claims for Fraud, on the one hand, nor Purchaser, on the other hand, no Indemnified Party shall be obligated required to indemnify show reliance on any representation, warranty, certificate or other agreement in order for such Indemnified Party to be entitled to indemnification, compensation or reimbursement hereunder. (f) The amount of any Loss payable under this Article VIII by an Indemnifying Party shall be net of any amounts actually recovered by the other for Losses that exceed $60 million in Indemnified Party from insurance policies, net of the aggregate with all Losses asserted following: (i) costs and expenses (including Taxes) incurred by such partyIndemnified Party or its Affiliates and its and their respective Representatives in procuring such recovery; (ii) any increases in premiums or premium adjustments to the extent attributable to such recovery (applicable to any past, present or future premiums); and (iii) deductibles and other amounts incurred in connection with such recovery; provided, however that, other than with respect to the Indemnity Insurance Policy, the Indemnified Parties shall have no obligation to seek recovery under any insurance policies or to maintain any insurance policies for any period of time. (g) The Indemnified Parties shall, to the extent required by applicable Law, use commercially reasonable efforts to mitigate Losses indemnifiable under this Article VIII; provided, however, that, notwithstanding the foregoing or anything else herein to the contrary, other than with respect to the Indemnity Insurance Policy, in no event shall any of the Indemnified Parties be required to assert any claim or otherwise seek recourse any against -61- any insurers, insurance policies, customers, suppliers, resellers, vendors, partners, or other Representatives of any of the Indemnified Parties or their respective Affiliates. (h) If and solely to the extent that an amount of Losses in connection with an indemnifiable matter was already specifically taken into account in the limitations calculation of the Final Net Working Capital pursuant to Section 7.11, the same amount of such Losses may not be recovered under this Article VIII. (i) No Indemnifying Party shall be liable for any Losses relating to the amount or availability of any net operating loss, tax credit, or other tax attribute of the Company following the Closing. (j) Notwithstanding anything herein to the contrary, nothing in this Agreement shall limit (i) the liability of an Indemnifying Party, or the rights of any Indemnified Party against an Indemnifying Party, for Fraud committed by such Indemnifying Party or of which such Indemnifying Party had actual knowledge on or prior to the Closing Date, or (ii) the right of Acquiror or any other Indemnified Party to pursue remedies under any Related Agreement against the parties thereto. Notwithstanding anything herein to the contrary, this Article VIII shall not be applicable, and nothing in this Article VIII shall limit the liability of any party hereto for any breach of any representation, warranty, covenant or agreement contained in this sentence shall Agreement, any Related Agreement or any certificates or other instruments executed and delivered by any party in connection with the transactions contemplated by this Agreement, if the Merger does not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableclose. (c) Following the Closing, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. Notwithstanding the foregoing provisions of this Article X, but excepting Losses arising from a breach of Seller's obligations under Article VIII hereof, (ai) neither party shall be responsible for any indemnifiable Losses suffered by the other party arising (x) out of breaches of the representations and warranties of such other party herein or in the License Agreements unless a claim therefor is asserted in writing on or prior to the first anniversary of the Closing Date or (y) from liabilities and obligations relating to the Business that were known to Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, Closing Date and should have been disclosed in Schedule 3.12 or Seller, the Financial Statements but were not so disclosed ("Undisclosed Liability Losses") unless a claim therefor is asserted in writing on or prior to the fifth anniversary of the Closing Date; (ii) neither party shall be liable for any Losses (other than Undisclosed Liability Losses) suffered by the other hand, exceeds $3 million, Purchaser or Seller, as party arising out of the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $3 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf breaches of the indemnifying party or an Affiliate thereof upon party's representations and warranties until all such Losses exceed Two Million Dollars ($2,000,000.00), in which event the indemnified party or claims for indemnification relating indemnifying party's indemnity obligation shall apply only to the breach extent of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiessuch excess, as applicable. and (biii) Neither Seller, on the one hand, nor Purchaser, on aggregate liability of either party hereunder for (x) Losses suffered by the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim party arising out of common law fraud, alleged to have been committed by or on behalf breaches of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilitiesparty's representations and warranties, as applicable. (cy) Following the ClosingUndisclosed Liability Losses, the sole and exclusive remedy of the parties hereto with respect to any and all claims relating to the matters addressed in Section 5.1 or 5.2 plus (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified partyz) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach Losses suffered by the other of any of their covenants or agreements to be performed at or after the Effective Timeparty arising under Article VIII shall in no event exceed Forty Million Dollars ($40,000,000.00).

Limitations on Indemnification. (a1) Seller Except as provided in clause (3) below, the Stockholders’ Representative shall have no liability for indemnification pursuant to this Article IX in excess of the Escrow Amount. (2) Except for the matters subject to indemnification which are referenced in clause (3) below, the Stockholders’ Representative shall not be required liable for Losses arising in connection with its indemnification obligations pursuant to indemnify PurchaserSection 9.2(a)(i) and 9.2(a)(ii) (excluding indemnification in respect to the covenants in Article II and Sections 5.7 and 5.8(l) hereof, and Purchaser which shall not be required subject to indemnify Seller, unless the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to limitations in this Section 5.1 or 5.2 (as the case may be9.2(c)(2)), exceeds $3 million. Once such aggregate until the amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, Acquiror Indemnified Parties exceeds $3 4 million in the aggregate. If the aggregate amount of such Losses exceed $4 million, Purchaser or Seller, as the case may be, Stockholders’ Representative shall thereupon be entitled liable for all such Losses only to indemnification only for amounts the extent in excess of such $3 4 million; provided, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable. (b3) Neither SellerWithout regard to any of the limitations provided for in Sections 9.2(c)(1) or 9.2(c)(2), on but subject to the one handprovisions of Section 9.1, nor Purchaser, on the other hand, Stockholders’ Representative shall be obligated to indemnify the other liable for Losses that exceed $60 million all indemnification obligations under (A) Section 9.2(a)(i) in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf respect of the indemnifying party representations and warranties in Sections 3.2(a), 3.3 and 3.14, (B) Sections 9.2(a)(iii), (iv) and (v), and (C) Section 9.2(b). Any claim against the Stockholders’ Representative made in accordance with the provisions of this Agreement by any Person shall be satisfied solely from the assets owned or an Affiliate thereof upon held by the indemnified party Stockholders’ Representative in trust or claims for indemnification for Transferred Liabilities otherwise and amounts held under the Escrow Agreement, and no trustee, member, stockholder, director, officer or Excluded Liabilities, as applicable. (c) Following the Closing, the sole and exclusive remedy employee of the parties hereto Stockholders’ Representative shall have any personal liability with respect to any and all claims relating such claim. In the event that the Stockholders’ Representative fails to pay the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged Indemnified Parties any amount owing under this Article IX, the Indemnified Parties may exercise their right with respect to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be such unpaid amounts pursuant to the indemnification provisions set forth in this Article V; provided, however, that the parties may seek to enforce specifically this Agreement and the terms and conditions hereofof the Indemnity Agreements. (d) Nothing in this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective Time.

Limitations on Indemnification. (a) Seller Notwithstanding the provisions of this Article VIII, an indemnifying party shall not have any liability under Section 8.2(a)(i) or Section 8.2(b)(i) unless and until the aggregate amount of Losses have been incurred, paid or properly accrued by the indemnifying parties exceeds R$2,000,000 (the “Basket Amount”); provided, that Purchaser Indemnified Persons shall be entitled to recover for, and the Basket Amount will not apply to, any Losses with respect to any breach of or inaccuracy in the representations and warranties in Section 3.1 (Organization and Powers), Section 3.2 (Capitalization), Section 3.3 (Constitution of the Company) and Section 4.4 (Ownership of Shares). Once the Basket Amount has been exceeded, the Purchaser Indemnified Persons or Shareholder Indemnified Persons, as applicable (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall be entitled to recover for all such Losses from the first value, subject to this Article VIII. (b) Notwithstanding any other provision of this Agreement, none of the Shareholders or the Purchaser shall be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless the aggregate amount any Person under Section 8.2 or any other provision of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such this Agreement for an aggregate amount of Losses (i) in the case of the Shareholders, exceeding the value from time to time of the 486,082 shares of Group 1 Common Stock constituting the Stock Escrow, and (ii) in the case of the Purchaser, exceeding R$60,000,000 (as applicable, the “Cap”), in connection with Losses related to the failure to be true and correct of any of the representations or warranties of the Shareholders or Purchaser in Articles III, IV and V, respectively; provided, that there shall be no Cap with respect to Losses related to the failure to be true and correct of any of the Fundamental Representations. (c) No Shareholder shall have any right of contribution, set off or indemnity or other right or remedy against the Company, its Subsidiaries (including Nagoya) or Affiliates in connection with any indemnification obligation or any other Liability to which such Shareholder may become subject under or in connection with this Agreement. (d) No Indemnified Party’s rights under this Article VIII shall be adversely affected by any investigation conducted, or any knowledge acquired or capable of being acquired, including any information contained in the Transaction Documents or the Disclosure Schedule to this Agreement, by such Purchaser Indemnified Persons or Shareholder Indemnified Persons at any time, whether before or after the execution or delivery of this Agreement or the Closing, or by the waiver of any condition to Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, nothing herein will prevent any Indemnified Party from bringing an Action for fraud or intentional misrepresentation against any Person, including any Shareholder, whose fraud or intentional misrepresentation has caused such Indemnified Party to incur Losses or has limited the Losses recoverable by such Indemnified Party in such Action. Nothing in this Agreement will limit the liability of the Shareholders or the Purchaser for any misrepresentation or breach of any representation, warranty, covenant or agreement if the Acquisition is not consummated. (f) Neither the Purchaser nor the Shareholders shall be liable for any incidental, indirect or consequential Losses, such as moral damages, loss of profit, loss of revenue, loss of use, loss of production, loss of opportunity, loss of productivity or other similar Losses in respect of any claims for indemnification hereunder (other than in respect of any Third Party Claim), even in the event such excluded Losses are related or resulting from Losses that would otherwise be indemnifiable hereunder. (g) The payment by an Indemnifying Party of any amount resulting from Losses suffered by the Covered Indemnified Party in connection with a Third Party Claim shall (i) be subject to a final judicial or arbitral decision and not subject to appeal (transitada em julgado), other than payments of any necessary disbursements, expenses or other amounts (including any amounts deposited for appeals, issuance of certificates or in connection with the encumbrance of assets) incurred by Purchaserthe Covered Indemnified Party. (h) The obligations of the Shareholders under Article VIII are subject to the following additional limitations or restrictions: (i) Any Loss related to any Liability that (A) has already been deducted from the Purchase Price or resulted in a price adjustment, on including in the one hand, assessment of the Closing Net Indebtedness or Seller, on the other hand, exceeds $3 million, Purchaser Closing Working Capital or Seller(B) has been provided against by the Company in the Closing Balance Sheet shall be indemnifiable to the extent such Loss is in excess of the respective amount of the price adjustment or the provision, as the case may be, shall thereupon be entitled adjusted to inflation based on IGP-M/FGV; and (ii) The liability of each of the Shareholders for Losses subject to indemnification only hereunder shall be limited to such Shareholder’s Pro Rata Percentage of the Cap, except for amounts in excess any Losses arising out of the representations and warranties of such $3 million; providedShareholder set forth in Article IV. (i) For purposes of determining the failure of any representations or warranties to be true and correct, however, that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification relating to the breach of any representation covenants and agreements, and calculating Losses hereunder, any materiality or warranty contained Material Adverse Effect qualifications in Section 6.14 or to any Transferred Liabilities or Excluded Liabilitiesthe representations, as applicablewarranties, covenants and agreements shall be disregarded. (bj) Neither SellerThe Shareholders shall have no right of contribution or other recourse against the Company or any of its Subsidiaries (including Nagoya) or their respective directors, on the one handofficers, nor Purchaseremployees, on the other handAffiliates, shall be obligated to indemnify the other agents, attorneys, representatives, assigns or successors for Losses that exceed $60 million in the aggregate with all Losses any Third Party Claims asserted by such party; providedPurchaser Indemnified Persons, however, it being acknowledged and agreed that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf covenants and agreements of the indemnifying party or an Affiliate thereof upon Company are solely for the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicablebenefit of the Purchaser Indemnified Parties. (ck) Following the ClosingThe Parties hereto acknowledge and agree that any Losses relating to Nagoya arising out of, the sole and exclusive remedy based upon, related to or otherwise by virtue of, whether in respect of third party claims or claims involving any of the parties hereto with respect to Parties hereto, any and all claims relating to of the matters addressed in Section 5.1 or 5.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article V; provided, however, that Section 8.2(a) hereof shall be Losses indemnifiable to the parties may seek Purchaser Indemnified Parties pursuant to enforce specifically this Agreement and the terms and conditions hereof. (d) Nothing in of this Article V shall affect the rights and remedies of Purchaser or Seller with respect to any breach by the other of any of their covenants or agreements to be performed at or after the Effective TimeVIII.

Limitations on Indemnification. (a) Notwithstanding any provision of this Agreement or any Related Document to the contrary, (i) neither the Seller shall not be required to indemnify Purchaser, and Purchaser shall not be required to indemnify Seller, unless Group nor the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Section 5.1 or 5.2 (as the case may be), exceeds $3 million. Once such aggregate amount of Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $3 million, Purchaser or SellerShareholders, as the case may be, shall thereupon be entitled have any obligation for any Losses arising out of or relating to indemnification only for amounts in excess any breaches of such $3 million; providedany representations or warranties of the Seller Group or the Shareholders, howeverrespectively, that the limitations contained in this sentence Agreement or in any Related Document (other than the Excluded Representations) pursuant to Section 7.1(a)(i) or Section 7.1(b)(i), unless the aggregate Losses of Purchaser Indemnified Parties in connection with any such breach(es) exceed the Deductible, whereupon the Seller Group’s or the Shareholder’s, as the case may be, indemnification obligation under Section 7.1(a)(i) and the immediately preceding sentence Section 7.1(b)(i) shall not apply to the full amount of such Losses, and (ii) Purchaser shall have no obligation for any claim Losses arising out of common law fraud alleged or relating to have been committed by any breaches of any representations or on behalf warranties of Purchaser contained in this Agreement or in any Related Document (other than the Excluded Representations) pursuant to Section 7.2(a) unless the aggregate Losses of the indemnifying party or an Affiliate thereof upon Seller Indemnified Parties in connection with any such breach(es) exceed the indemnified party or claims for Deductible, whereupon Purchaser’s indemnification relating obligation under Section 7.2(a) shall apply to the breach full amount of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicablesuch Losses. (b) Neither SellerNotwithstanding any provision of this Agreement or any Related Document to the contrary, the aggregate liability of the Seller Group and the Shareholders, on the one hand, nor and the aggregate liability of Purchaser, on the other hand, shall be obligated to indemnify under Sections 7.1(a)(i) and (b)(i) and Section 7.2(a), respectively, for all claims arising from breaches of representations or warranties (other than the other for Losses that exceed $60 million in Excluded Representations) under Article III or Article IV, as the aggregate with all Losses asserted by such party; providedcase may be, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of exceed the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicableCap. (c) Following Notwithstanding anything to the Closingcontrary in this Agreement or any Related Document, the sole and exclusive remedy indemnification obligations of the parties hereto with respect each Shareholder under this Agreement shall not extend to any and all claims relating to breach of any representation or warranty, or any breach of any covenant or agreement, on the matters addressed part of any other Shareholder (provided such breach was not caused in Section 5.1 whole or 5.2 (other than claims of common law fraud alleged to have been committed in part by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the indemnification provisions set forth in this Article Vsuch Shareholder); provided, howeverthat, that the parties may seek foregoing limitations shall not apply (x) to enforce specifically this Agreement and the terms and conditions hereofany claims based on or arising out of any breach by Seller or (y) to any claims based upon fraud or willful misconduct. (d) Nothing Notwithstanding anything to the contrary in this Article V shall affect the rights and remedies of Purchaser Agreement or Seller any Related Document, except with respect to claims based upon fraud or willful misconduct, the aggregate liability of each Shareholder pursuant to this Article VII shall be limited to such Shareholder’s pro rata share of, or right to receive (if such proceeds are undistributed by Seller), the Purchase Price, based on such Shareholder’s percentage ownership in Seller immediately prior to Closing. (e) The amount of any breach Losses recoverable by a party under Sections 7.1(a)(i), 7.1(b)(i) and 7.2(a) hereof shall be reduced by (x) the amount of any actual Tax benefits realized by the other indemnified party that result from the payment of any such Losses that gave rise to such indemnity and (y) the amount of their covenants or agreements any insurance proceeds paid to be performed at or after the Effective Timeindemnified party relating to such Losses (provided, that, for purposes of this clause (y), the indemnified party shall use its commercially reasonable efforts to make a claim under any relevant insurance policy then in effect).

Limitations on Indemnification. (a) Notwithstanding anything to the contrary set forth in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller Parties by the Purchaser Indemnified Parties pursuant to Section 6.3(a) (other than with respect to claims for inaccuracy or breach of Fundamental Reps or fraud) shall not be required to indemnify PurchaserFive Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00); (ii) other than in the case of fraud, and Purchaser in no event shall not be required to indemnify Seller, unless the aggregate amount of all Losses incurred for which the Seller Parties are obligated to indemnify the Purchaser Indemnified Parties under Section 6.3 exceed the Purchase Price; (iii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Purchaser Parties by Purchaser or the Seller Indemnified Parties pursuant to Section 5.1 6.2(a) (other than with respect to claims for inaccuracy or 5.2 breach of Purchaser Fundamental Reps or fraud) shall be shall be Five Million Two Hundred Fifty Thousand and 00/100 Dollars (as $5,250,000.00); (iv) other than in the case may be)of fraud, exceeds $3 million. Once such in no event shall the aggregate amount of Losses incurred by Purchaserfor which the Purchaser Parties are obligated to indemnify the Seller Indemnified Parties under Section 6.2 exceed the Purchase Price; (v) the Seller Parties shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 6.3(a) (other than with respect to claims for inaccuracies in or breaches of the Fundamental Reps, on fraud or a claim for indemnity for the one handfailure described in Section 6.3(d)) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller Parties equals or exceeds Two Hundred Twenty-Five Thousand and 00/100 Dollars ($225,000.00) (the “Basket Amount”), in which case the Seller Parties shall be liable for all indemnifiable Losses in excess of the Basket Amount; (vi) the Purchaser Parties shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 6.2(a) (other than with respect to claims for inaccuracies in or Sellerbreaches of Purchaser Fundamental Reps or fraud) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Purchaser Parties equals or exceeds the Basket Amount, on in which case the other hand, exceeds $3 million, Purchaser or Seller, as Parties shall be liable for all indemnifiable Losses in excess of the case may be, Basket Amount; (vii) no Indemnified Party shall thereupon be entitled to indemnification only for amounts recover any amount relating to any matter arising under one provision of this Agreement to the extent such Indemnified Party (or other Purchaser Indemnified Parties in excess the event of a Purchaser Indemnified Party, or other Seller Indemnified Parties in the event of a Seller Indemnified Party) has already recovered such $3 million; provided, however, amount with respect to such matter pursuant to that or other provisions of this Agreement; (viii) no Indemnified Party shall be entitled to recover any Loss to the extent that the limitations Loss comprising a claim (or part thereof) with respect to such matter has been included in the calculation of the Closing Net Working Capital Adjustment; (ix) Seller Parties shall not be liable to any Purchaser Indemnified Party for any claim for indemnification under this Article VI for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the Seller Parties contained in this sentence and the immediately preceding sentence shall not apply to Agreement if any claim of common law fraud alleged to have been committed by or on behalf of the indemnifying party Purchaser Parties had Knowledge of such inaccuracy or an Affiliate thereof upon the indemnified party or claims for indemnification relating breach prior to the breach of any representation or warranty contained in Section 6.14 or to any Transferred Liabilities or Excluded Liabilities, as applicable.Closing; and (b) Neither Sellerin no event shall an Indemnifying Party have liability to the Indemnified Party for any consequential, on special, incidental, punitive or exemplary damages, except if and to the one handextent any such damages are recovered against an Indemnified Party pursuant to a Third Party Claim. The parties acknowledge and agree that, nor Purchaser, on the other hand, shall be obligated to indemnify the other for Losses that exceed $60 million in the aggregate with all Losses asserted by such party; provided, however, that the limitations contained in this sentence shall not apply to any claim of common law fraud, alleged to have been committed by or on behalf of the indemnifying party or an Affiliate thereof upon the indemnified party or claims for indemnification for Transferred Liabilities or Excluded Liabilities, as applicable. (c) Following following the Closing, the their sole and exclusive remedy of the parties hereto with respect to any and all claims relating to this Agreement and the matters addressed in Section 5.1 or 5.2 transactions contemplated hereby (other than claims of common law arising from fraud alleged to have been committed by or on behalf of the indemnifying party intentional or an Affiliate thereof upon the indemnified partywillful misconduct) shall be pursuant to the indemnification provisions set forth in this Article V; providedARTICLE VI. In furtherance of the foregoing, howevereach party hereby waives on its own behalf and (in the case of the Purchaser Parties, that on behalf of the Purchaser Indemnified Parties and in the case of the Seller Parties, on behalf of the Seller Indemnified Parties) to the fullest extent permitted under Law, any and all claims it may have against any of the other parties may seek or their Affiliates arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any Law or otherwise, except pursuant to enforce specifically the indemnification provisions set forth in this Agreement and the terms and conditions hereof. (d) ARTICLE VI. Nothing in this Article V Section 6.4(b) shall affect the rights limit any Person’s right to seek and remedies of Purchaser obtain any equitable relief to which any Person shall be entitled or Seller with respect to seek any breach by the other remedy on account of any of their covenants Person’s fraudulent, intentional or agreements to be performed at or after the Effective Timewillful misconduct.