Common use of Limitations on Indemnification Clause in Contracts

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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will An indemnifying party shall not have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, any liability under Section 7.2(a11.2(a)(i), Section 11.2(a)(iii) (except with other than in respect to Fundamental Representations, with respect to which this of income or franchise Taxes) or Section 7.4(a11.2(b)(i) shall not apply) hereof unless and until Buyer and Parent suffer an the aggregate amount of Taxes, Losses by reason 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 matters 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 $175,000 (the “Deductible”)such amount of Tax, Loss and Buyer and Parent will Indemnifiable Expenses shall be entitled to recover only those Losses that exceed such amountcovered. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation The Company shall not be required 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 any Person for an aggregate amount of Taxes, Losses by reason of such matters and Indemnifiable Expenses above the amount contained in excess of the DeductibleIndemnity Escrow Fund, and Seller will Buyer shall not be entitled required to recover only those indemnify any Person for an aggregate amount of Indemnifiable Expenses and Losses that exceed such amountabove 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 agreement has occurred), 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 indemnified party shall not be entitled to recover such portion of such Losses 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, 2006 or were incurred in the ordinary course of business since the Most Recent Balance Sheet Date. (f) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything set forth in this Agreement, the maximum Buyer shall not have any liability of Seller under Section 11.(b)(i) hereof for any Losses claimed by Buyerand Indemnifiable Losses determined to arise thereunder based upon, Parent attributable to or resulting from the failure of any representation or warranty of the Buyer contained in Article V to be true and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement correct to the contrary and except for extent that the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), the maximum aggregate obligation failure 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 7 there will be deducted the 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 Lossrepresentation or warranty to be true and correct arose from DCM's bad faith, and (ii) any Tax benefit actually realized in willful misconduct, gross negligence or reckless disregard of its duties under the Management Agreement 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 such proceeds, recoveries or 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 LossClosing Date. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement the foregoing provisions of Section 11.1, but subject to the contrarySection 11.3(c), (i) Seller will have no obligation Sellers shall not be required to indemnify or defend Buyer or any Buyer, Parent and their Other Indemnified Persons, collectively, -Related Entities under Section 7.2(a11.1 unless the aggregate of all amounts for which indemnity claims and defense costs would otherwise be payable by 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) (except in no event shall the liability of Sellers with respect to Fundamental Representationsthe 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 respect to which this Section 7.4(a) shall not apply) unless and until consummates the Closing, then Buyer and Parent suffer an aggregate amount 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 Losses by reason action under this Agreement, whether at law or in equity on account of any such matters in excess of $175,000 (the “Deductible”), and Pre-Closing Seller Breach. In no event shall Buyer and Parent will or Sellers be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement seek or obtain consequential, speculative, special, punitive or exemplary damages against Sellers or Buyer, respectively, except to the contraryextent Buyer or the Buyer-Related Entities, (i) Buyer will have no obligation or Seller or the Seller-Related Entities, as applicable, actually incur Losses pursuant to indemnify Seller Section 11.1 and its Other Indemnified PersonsSection 11.2, collectivelyas applicable, under Section 7.3(a) (except with respect because such damages are awarded 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party as in connection with a result of or related to any such Loss, and (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 such proceeds, recoveries or 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 Lossthird party claim. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have in no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, event shall the cumulative indemnification obligations of the Selling Parties under Section 7.2(a10.02(a)(ii) (except other than with respect to the Fundamental RepresentationsRepresentations or a breach of Section 2.08(b)) and Section 10.02(b) in the aggregate exceed an amount equal to $25,000,000, with respect subject to which this adjustment pursuant to Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 1.14 (the “DeductibleCap”); provided, however, that any and Buyer and Parent will all breaches constituting fraud or breaches of any covenants or agreements set forth herein shall not be entitled subject to recover only those Losses that exceed such amountthe Cap. (b) Notwithstanding anything in this Agreement to the contrary, (i) no indemnification claims for Damages shall be asserted by the Buyer will have no obligation Indemnitees pursuant to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a10.02(a)(ii) (except other than with respect to the Fundamental RepresentationsRepresentations or a breach of Section 2.08(b)) or the Seller Indemnitees pursuant to Section 10.02(c)(ii), with respect to which this Section 7.4(b) shall not apply) respectively, under Article 10 unless and until Seller suffers an the aggregate amount of Losses by reason of such matters Damages that would otherwise be payable under Section 10.02(a)(ii), on the one hand, and Section 10.02(c)(ii), on the other hand, exceed an amount equal to $2,333,333, subject to adjustment pursuant to Section 1.14 (the “Basket Amount”), whereupon the Buyer Indemnitees or the Seller Indemnitees, as the case may be, shall be entitled to receive all amounts for Damages in excess of the Deductible, and Seller will be entitled Basket Amount up to recover only those Losses that exceed such amountthe Cap. For the sake of clarity the Basket Amount shall not apply to indemnification claims for Damages asserted by the Buyer Indemnitees pursuant to Section 10.02(b). (c) Notwithstanding anything in this Agreement No party hereto shall be obligated to the contrary and except for the Fundamental Representations (indemnify any other Person with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the amount of (i) any insurance proceeds representation, warranty, covenant or any condition specifically waived in writing by the other recovery from a third party actually paid on or prior to such Party as a result of or related to any such Loss, the Closing and (ii) any Tax benefit actually realized in or prior Damages 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 extent that such proceeds, recoveries or Tax benefits. If any such proceeds, recoveries or Tax benefits Damages 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 such proceeds, recoveries or 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 expressly reserved for in the Final Net Book Value relating to such LossSeparate Balance Sheet Data. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything The indemnifications in this Agreement to favor of the contrary, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Buyer Indemnified Persons, collectively, under Parties contained in Section 7.2(a7.3(b)(i) (except with respect to Fundamental RepresentationsSections 3.1, with respect 3.2, 3.3, 3.4 and 3.5(a) hereof, Taxes, litigation and legal claims relating to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (occurrences prior to the “Deductible”Effective Time), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a7.3(b)(ii) (except with respect to Fundamental RepresentationsArticle I hereof), Section 7.3(b)(iv), Section 7.3(c)(i) (except with respect to which this 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 be effective only to the extent that the aggregate dollar amount of all Losses indemnified against under such Sections (i) exceeds $100,000 and (ii) shall not exceed $2,000,000. (b) The indemnifications in favor of the Seller Indemnified Parties contained in Section 7.4(a) (except with respect to Sections 4.1, 4.2 and 4.3(a) hereof) and Section 7.4(b) (except with respect to Article I hereof, and the employment and non-competition agreements attached hereto as Exhibits C, D and E) shall be effective only to the extent that the aggregate dollar amount of all Losses indemnified against under such Section (i) exceeds $100,000 and (ii) shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount$2,000,000. (c) Notwithstanding anything in No Buyer Indemnified Party or Seller Indemnified Party shall be entitled to recover any amounts pursuant to this Agreement Article VII to the contrary and except for the Fundamental Representations (with respect extent such Person is entitled to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons recover such amounts under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellerinsurance policies. (d) Notwithstanding anything The Buyer and the Sellers shall not be entitled to indemnification under this Article VII in respect of any breach of this Agreement to the contrary and (except for the Fundamental Representations (with respect to which this Section 7.4(d3.19) shall not apply)if the Buyer or the Seller Representatives, respectively, knowingly waived such breach at 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 Closing 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 Pricewriting. (e) Notwithstanding anything in this Agreement Any payment to the contrary and Buyer under this Article VII (except with in respect to Seller’s failure to pay Taxes as required under Section 6.10(aof Article I hereof) 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 made pursuant to 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 extent the Escrow Account unless and until the Escrow Account Amount has not 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 hereunderdepleted. (f) In calculating the amount The obligations of Losses suffered each Seller under Section 7.3 shall be limited to his or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount its Pro Rata share 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 LossConsideration. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement The obligations to the contraryindemnify and hold harmless a party hereto, (i) Seller will have no 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 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 Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except hold harmless shall not terminate with respect to Fundamental Representations, with respect any item as to which this Section 7.4(a) the person to be indemnified or the related party thereto shall not apply) unless and until Buyer and Parent suffer an aggregate amount have, before the expiration of Losses the applicable period, previously made a claim by reason delivering a notice (stating in reasonable detail the basis of such matters in excess of $175,000 (claim) to the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountindemnifying party. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 The Sellers 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 liability under SECTION 8.1, and AIMCO shall have no liability under SECTION 8.2, 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 aggregate Damages for which indemnification is sought under this Article 7 there will be deducted such Section exceed $1,000,000, and then only for the amount of (i) by which such Damages exceed $1,000,000; provided, however, that such limitation shall not apply to any insurance proceeds intentional breach or any other recovery from a third party actually paid of the matters referred to such Party in SECTION 8.4(c). (c) In the event that the Sellers are obligated to indemnify AIMCO or any of its Representatives pursuant to SECTION 8.1(a), (c) or (d) as a result of a loss by NHP or related any of its subsidiaries, or modification in a manner adverse to NHP or any such Lossof its subsidiaries, and (ii) of any Tax right or benefit actually realized under, or any termination, cancellation or non-renewal of, any Contract, 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 such proceeds, recoveries or Tax benefits (up to the amount effect as of the Indemnifying Party’s paymentInitial 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). In addition, with respect to Buyer Damages shall be calculated by multiplying (i) that portion of the aggregate annualized revenues lost by NHP and Parentits subsidiaries as a result of all such losses, modifications, terminations, cancellations and non-renewals (reduced by the amount of any Loss for which indemnification is payable compensatory payments received in respect thereof, other than payments by the Sellers and Phemus under this Article 7 will be net of all reserves provided for in Agreement or the Final Net Book Value relating to such LossGuaranty) that exceeds $3.0 million, by (ii) 3.6. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. Notwithstanding the foregoing, Seller's obligation to indemnify Buyers under Section 7(b)(i) or (aii), and Buyers' obligation to indemnify Seller under Section 7(c)(i) Notwithstanding anything in this Agreement or (ii), shall be subject to the contrary, following limitations: (i) No indemnification shall be required to be made by Buyers or Seller will have no obligation to indemnify Buyeras the Indemnifying Party, Parent and their Other Indemnified Persons, collectivelyas the case may be, under Section 7.2(a7(c) or 7(b) until the aggregate amount of damages of Buyers or Seller as Indemnified Party exceeds Thirty-Five Thousand Dollars ($35,000), in which case the Indemnifying Party shall be liable for all such Liability. (ii) The Indemnified Party shall be entitled to Indemnification only for those Adverse Consequences arising with respect to any claim as to which Indemnified Party has given the Indemnifying Party written notice within the appropriate time period set forth in Section 7(a) hereof for such claim. (iii) All of Buyer's or Seller's recovery sought under Section 7(b) or 7(c) hereof shall be net of any insurance proceeds received by Buyers or Seller as Indemnified Parties, as the case may be, or which such party shall be entitled to receive, with respect to the events giving rise to such Adverse Consequences. Buyers and Seller agree that, subsequent to Closing, each party shall look first to recover under its applicable insurance policies, if any, prior to seeking indemnity as Indemnified Party from the other party hereto as Indemnifying Party. (iv) In no event shall Indemnifying Party's right to indemnify exceed the amount of the Purchase Price of the transactions contemplated by this Agreement. (v) Following the consummation, the sole and exclusive remedy for either party for any claim arising out of a breach of any representation, warranty, covenant, or other agreement herein shall be a claim for indemnification pursuant to this Section 7 except with respect to Fundamental Representations, with respect any claim for injunctive relief regarding a breach by any party of its obligations under the covenant not to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 compete set forth 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 Post-Closing Agreement or except as 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 LossPost-Closing Agreement. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in any other terms of this Agreement to except for Section 11.5, neither the contrarySTOCKHOLDERS on the one hand nor VESTCOM and NEWCO on the other, (i) Seller will shall have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, any liability under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters 11 to make any payments in excess of $175,000 (the “Deductible”)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 Buyer and Parent will 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 entitled to recover only those Losses that exceed such amount.made in cash, in VESTCOM Stock valued at the fair market value on the date prior to (b) Notwithstanding anything in this Agreement 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 contraryextent 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 counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against VESTCOM or NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the STOCKHOLDERS have against VESTCOM or NEWCO shall exceed the Indemnification Threshold, provided however, that the STOCKHOLDERS may assert and shall be entitled to indemnification for (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement amounts relating to the contrary and except for the Fundamental Representations (with respect aggregate purchase price to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement be paid 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 STOCKHOLDERS indicated on Part A 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 7 there will be deducted the 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, Annex II and (ii) any Tax benefit actually realized in or prior amounts related to the Taxable year in which release of or indemnification for personal guarantees pursuant to Section 10.5 hereof regardless of whether 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 aggregate amount of all claims exceeds the Indemnification Threshold, it also being understood that such proceeds, recoveries or Tax benefits (up to amounts shall not be counted towards the amount of the Indemnifying Party’s payment)Indemnification Threshold. 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 of representations and warranties, No claim shall be determined without regard asserted pursuant to any “material,” “in all material respects” Sections 11.1 or “Material Adverse Effect” qualification contained therein11.2 for punitive damages.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement The Metals Indemnitees shall not be entitled 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 indemnification with respect to Fundamental Representationsany 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 the excess over the Indemnification Basket. The Stockholders shall not be entitled to indemnification with respect to which any matter under Section 10.3(i) until the total amount of Damages that the Stockholders are entitled to indemnification under Section 10.3(i), but for this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”10.6(a), and Buyer and Parent will exceeds the Indemnification Basket, then only for the excess over the Indemnification Basket. No person shall be entitled to recover only those Losses indemnification under this Section 10 if and to the extent that exceed such amountperson's claim for indemnification is directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other agreement set forth is this Agreement. (b) Notwithstanding anything The aggregate liability of the Stockholders in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, connection with their indemnification obligations under Section 7.3(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(b) 10.2 shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount$6,375,000. (c) Notwithstanding anything in If the Metals Indemnitees bring any claim for indemnification against any Stockholder pursuant to this Agreement Section 10, such Stockholder shall only be liable to pay a percentage of the aggregate amount payable to the contrary and except for Metals Indemnities hereunder as a result of the Fundamental Representations (with respect matter giving rise to such indemnification claim, which this Section 7.4(c) shall not applyis equal to the percentage set forth opposite such Stockholder's name on SCHEDULE 10.6(C), 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement The Metals Indemnitees shall not be entitled to the contrary and except for the Fundamental Representations (indemnification under Section 10.2(i) with respect to which this Section 7.4(d) shall not apply)a breach of a representation or warranty, 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 Agreementif, 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)date hereof, 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. ThereafterArthur L. French, 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.Stephen R..

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation shall not be required to indemnify Buyer, Parent and their Other the Purchaser Indemnified Persons, collectively, Parties under Section 7.2(a9.1(a), Section 9.1(b) (except with respect to Fundamental Representations, with respect to which this or Section 7.4(a9.1(d) through Section 9.1(i) and Purchaser shall not apply) be required to indemnify the Seller Indemnified Parties under Section 9.2 unless and until Buyer and Parent suffer an the aggregate amount of all Losses incurred by reason the Indemnified Parties as a result of such matters in excess breaches, as the case may be, exceeds $25,000.00. Once such aggregate amount of such Losses incurred by Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, exceeds $175,000 (25,000.00, the “Deductible”), and Buyer and Parent will indemnified parties shall thereupon be entitled to recover only those Losses indemnification relating back to the first dollar; provided, however, that exceed such amountthe 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, as applicable. (b) Notwithstanding anything in this Agreement Seller shall not be required to indemnify the 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 to the contrary, (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 extent the aggregate amount of all such Losses exceeds $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 alleged to have been committed by reason of such matters in excess or on behalf of the Deductibleindemnifying party or an Affiliate thereof upon the indemnified party, and Seller will be entitled to recover only those Losses that exceed such amountas applicable. (c) Notwithstanding anything in this Agreement to Following the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply)Closing, the maximum aggregate obligation of Seller to indemnify Buyer, Parent sole and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 exclusive remedy 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 7 there will be deducted the 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 (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 parties hereto with respect to any Loss after the Indemnifying Party has made a payment and all claims relating to the Indemnified Party with respect thereto, matters addressed in Section 9.1 or Section 9.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the Indemnified Party will promptly pay indemnifying party or an Affiliate thereof upon the indemnified party) shall be pursuant to the Indemnifying Party the amount of such proceeds, recoveries or 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 provisions set forth in this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such LossARTICLE IX. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Neither the Company nor Purchaser shall have 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 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 8.1(a) (other than those representations or 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, unless they are required to treat such 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 any 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, such indemnified party shall remit to the indemnifying 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 (ii) from third parties not affiliated with the indemnified party, 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 rights 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, if 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 matter 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 will have no obligation to indemnify BuyerIndemnified Parties or Purchaser Indemnified Parties, Parent and their Other Indemnified Personsas the case may be, collectively, under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 mitigate all Losses sustained by such proceeds, recoveries or Tax benefitsPerson(s). (j) In no event shall any indemnified party be entitled to double recovery hereunder. If any such proceedscircumstance constitutes a breach of more than one representation, recoveries warranty 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 theretocovenant of an indemnifying party, the Indemnified Party will promptly pay indemnified party(ies) shall only be entitled to the Indemnifying Party the amount recover once in respect of such proceeds, recoveries or 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 Losscircumstance. (gk) For purposes of this Article 7, The Purchaser Indemnified Parties shall first utilize the calculation of Losses with respect Escrow Amount to satisfy any breach of representations and warranties, shall be determined without regard claims for indemnification hereunder before attempting to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinobtain indemnification directly from the Sellers.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Section 7.01 to the contrary, : (i) Seller will have no obligation No Contributor shall be required to indemnify Buyerany PubCo Indemnified Person pursuant to, Parent and their Other Indemnified Personsno Contributor shall have any Liability under, collectively, under Section 7.2(a7.01(i) (except with respect to Fundamental Representationsif, with respect to which this 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 any PubCo Indemnified Person pursuant to, and no Contributor shall have any Liability under, Section 7.4(a7.01(i) shall not apply) unless and until Buyer and Parent suffer an the aggregate amount of Losses by reason of all Damages for which such matters 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 excess of $175,000 Schedule 7.03(a)(ii) (the “General Indemnification Deductible”), in which case, subject to Section 7.03(a)(iii), such Contributor shall be liable for all Damages (other than Damages in respect of 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 Buyer no Contributor shall have 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 dollar amount set forth adjacent to such Contributor’s name in Schedule 7.03(a)(iii) (the “General Indemnification Cap”). (iv) Notwithstanding the foregoing, the limitations set forth in Section 7.03(a)(i) through Section 7.03(a)(iii) shall not apply to any indemnification obligation of a Contributor under Section 7.01(i) for a breach or inaccuracy of any of such Contributor’s Fundamental Contributor Representations and Parent will Warranties, but no Contributor shall be entitled required to recover only those Losses that exceed 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 amountContributor 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)(iv). (b) Notwithstanding anything The indemnification limitations set forth in the foregoing clause (a) of this Agreement Section 7.03 shall not apply with respect to the contraryany Damages relating to, resulting from or arising out of (i) Buyer will have no obligation Contributor Taxes, (ii) the title matters indemnifiable pursuant to indemnify Seller and its Other Indemnified PersonsSection 7.01(ii) or (iii) Fraud by any Contributor or its, collectivelyas applicable, 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amountrespective Affiliates. (c) Notwithstanding anything in 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 such PubCo Indemnified Person related to the applicable Damages. If a PubCo Indemnified Person shall have received the payment required by this Agreement from the relevant Contributor in respect of such Damages and shall subsequently receive insurance proceeds or other amounts in respect of such Damages, then such PubCo Indemnified Person shall promptly repay to such Contributor a sum equal to the contrary and except for amount of such insurance proceeds or other amounts actually received up to the Fundamental Representations (with respect amount received from such Contributor less any costs incurred to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellerrecover such proceeds. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, Damages shall be determined without regard to duplication of recovery under other provisions of this Agreement or any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinother Transaction Document.

Limitations on Indemnification. (a) Notwithstanding anything in No Buyer Indemnified Party shall have the right to indemnification under 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 apply) Article VI unless and until Buyer and Parent suffer an the aggregate amount of Losses any and all Claims made by reason of such matters in excess of Buyer Indemnified Parties under this Agreement exceeds AUS $175,000 609,000 (the “Deductible”), and at which time Buyer and Parent will Indemnified Parties shall be entitled to recover only those Losses that the amount by which all Claims exceed such amountthe Deductible; provided, that, this 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 matter set forth in Section 6.2 of the Seller Disclosure Schedule; (iii) any adjustment to the Purchase Price pursuant to Section 1.4; and (iv) Claims for fraud. (b) Subject to the next sentence and Section 6.7, Buyer’s sole recourse against Seller shall be limited to the then-remaining balance of the Escrow Amount (the “Indemnification Cap”). Notwithstanding anything the limitations set forth in this Agreement Section 6.6(b), the Indemnification Cap shall not apply to the contrary, (i) Buyer will have no obligation to indemnify Seller the representations and its Other Indemnified Personswarranties contained in Sections 2.1, collectively2.2, under 2.4, 2.12, 2.19 and 2.20; (ii) Claims arising in connection with any matter set forth in 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 6.2 of the Deductible, Seller Disclosure Schedule; and Seller will be entitled to recover only those Losses that exceed such amount(iii) Claims for fraud. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) Buyer shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for make any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, Claim under this Agreement shall not exceed Article VI in respect of: (i) any matter that is taken into account in the calculation of any adjustment to the Purchase Price received pursuant to Section 1.4 above; or (ii) any Liability incurred as a result of any Code Section 338 election requested by SellerBuyer. (d) Notwithstanding anything in 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 Agreement to the contrary and except for the Fundamental Representations subsection (with respect to which this Section 7.4(dd) shall not apply), the maximum aggregate obligation of Buyer and Parent be construed to indemnify Seller and its Other Indemnified Persons require any party to obtain any insurance coverage or to use anything other than commercially reasonable efforts to collect insurance proceeds under Section 7.3(a) will not exceed the Capany existing insurance coverage. Notwithstanding anything the foregoing, no Indemnified Party will be required to pursue a recovery from an insurer in this Agreement, the maximum liability event that the Indemnified Party determines in its reasonable judgment that the pursuit of Buyer and Parent for any Losses claimed by Seller and 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 Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Priceseeking such proceeds. (e) Notwithstanding anything in Payments by an Indemnifying Party pursuant to 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 Article VI 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 i) limited 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 any Claim after deducting therefrom any income Tax benefit to the Indemnified Party for which indemnification is sought under this Article 7 there will be deducted the amount of (i) any insurance proceeds or any other recovery affiliate thereof resulting from a third party actually paid to such Party as a result of or related to any such Loss, Claim; and (ii) increased to take account of any income 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 detriment incurred by the Indemnified Party with respect arising from receipt or 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 Loss after affiliate in the Indemnifying Party has made a payment 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 theretoto a payment hereunder and (y) taking into account the effect, if any 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 will promptly pay to shall provide the Indemnifying Party with a detailed schedule that sets forth the amount of such proceeds, recoveries or amounts and anticipated Tax years in which any income Tax benefits or detriments are likely to be recognized (up 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 amount 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 Indemnifying net after-Tax benefit or detriment to the Indemnified Party’s payment. 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. In additionIf, with respect 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 ParentSeller, 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 amount right to select two of any Loss such firms, which cannot be the auditor or tax accountant for which indemnification is payable under 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 Article 7 will be net Agreement, and the decision 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 of representations and warranties, Independent Tax Accountant shall be determined without regard to any “material,” “final and binding on the parties hereto. All fees and expenses of the Independent Tax Accountant incurred in all material respects” or “Material Adverse Effect” qualification contained thereinconnection with such resolution shall be shared equally between Buyer and Seller.

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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement In addition to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything other limitations contained in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, Seller’s indemnification obligations under this Agreement §7 are subject to the following terms and conditions: (A) the Seller shall not exceed be liable to the Purchase Price received by SellerBuyer Indemnified Parties under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), 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 be liable to the Buyer Indemnified Parties under §7(b)(i) (other than under §7(b)(i)(E) or for a breach of §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) only if the aggregate amount of all Buyer Losses under §7(b)(i) exceeds $150,000 (the “Basket Amount”), 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 under §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), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u)) in an aggregate amount in excess of $1,250,000 (the “Cap Amount”); 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. (dii) Notwithstanding anything in this Agreement In addition 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 other limitations contained in this Agreement, the maximum liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, Buyer’s indemnification obligations under this Agreement shall not exceed the Purchase Price. (e) Notwithstanding anything in this Agreement Section are subject to the contrary following terms and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(aconditions: (A) or (g), Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder the Buyer 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 7 there will be deducted the 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 (ii) any Tax benefit actually realized in or prior liable 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 Seller Indemnified Party with respect to any Loss after the Indemnifying Party has made Parties under §7(c)(i) only if a payment to the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount of any Seller Loss for which indemnification is payable 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 all Seller Losses under §7(c)(i) exceeds the Basket Amount, net of the Small Claim Amount, in which case the 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 Buyer’s right to indemnification under §7(b)(i)(E) or any breach of any representation or warranty made by Seller under §§3(k), 3(l), 3(q), 3(r), 3(s), 3(t) or 3(u) of this Article 7 will Agreement. (iv) Notwithstanding 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 Disclosure Schedule shall be net of all reserves provided for in the Final Net Book Value relating to amount of such Lossspecific loan loss reserve. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (aThe Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) Notwithstanding anything in respect of any inaccuracy in or any breach of any representation and warranty of the Seller contained 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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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. Thereafteramount of Losses exceeds $720,000 in the aggregate, and then only to the extent of Losses in excess of such amount; provided, however, that in no event shall the liability of the Seller with respect to claims in excess Losses exceed $10,000,000. Notwithstanding the foregoing, the provisions of the Escrow Accountprevious sentence shall not apply with respect to the indemnities contained in Section 8.2(b) or to any Loss arising out of any inaccuracy in or any breach of the representations and warranties contained in the last sentence of Section 2.3(a) or in Sections 3.1, Buyer and Parent may seek collection directly from 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller for Losses otherwise shall have no liability, nor be subject to indemnification hereunder. (fany claim, under Section 8.2(a) In calculating in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses suffered exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or incurred by a Party punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for which money damages under this Agreement. No indemnification is sought under available pursuant to this Article 7 there will be deducted the amount Section VIII in respect 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 (ii) any Tax benefit actually realized in or prior liability to the Taxable year in which extent the Loss arises or the indemnification payment same 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 such proceeds, recoveries or 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 included in the Final Net Book Value relating to such LossStatement of Working Capital as defined in Section 2.3. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, 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) Seller will have no obligation to indemnify Buyerunless the Indemnified Party has given the Indemnifying Party a Claim Notice or Indemnity Notice, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect to Fundamental Representationsas 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 this Section 7.4(a) shall the Indemnified Party discovered, or reasonably should have discovered, such claim (except to the extent the Indemnifying Party is not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses prejudiced by reason any delay in the delivery of such matters notice) and, in excess 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 $175,000 its Affiliates after the Closing; and (iv) to the “Deductible”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), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything to the contrary contained in this Agreement to Agreement, the contrary, indemnity obligations of Seller under this Article 12 shall be limited as set forth in this Section 12.4(b): (i) Buyer will have no obligation to indemnify indemnity shall be payable by Seller and its Other Indemnified Persons, collectively, under Section 7.3(aSections 12.3(a) (except or 12.3(b) with respect to Fundamental Representations, any individual claim for Losses that does not exceed $1,000 (the “Minimum Amount”) (ii) with respect to which this Section 7.4(b) shall not apply) unless and until Seller suffers an aggregate amount of individual Losses by reason of such matters that are in excess of the DeductibleMinimum 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 will 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 entitled to recover only those any Losses that exceed or other payments, in each case for claims pursuant to Section 12.3(a), in excess of such amount; provided, however, that the 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 Section 12.4(b)(v) shall not apply to claims pursuant to Section 12.3(d). (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything contained in this Agreement, the maximum liability 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 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 no further indemnity obligations for Losses under Section 12.2(a) to the extent the aggregate of all Losses paid by it pursuant to Section 12.2(a) exceeds $1,500,000, and Seller, on behalf of itself and the other Seller for Indemnified Parties, shall not be entitled to recover any Losses claimed by Buyeror other payments, Parent in each case for claims pursuant to Section 12.2(a), in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to the extent Losses are a result of a breach of any of the representations and their respective Other 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 Persons, collectively, Parties under this Agreement Section 12.2 shall not exceed $7,500,000; provided, that the Purchase Price received by Sellerlimitation set forth in this Section 12.4(c)(iv) shall not apply to claims pursuant to Sections 12.2(d) and 12.2(e). (d) Notwithstanding anything in this Agreement to the contrary and except for contrary, none of the Fundamental Representations (with respect to which limitations set forth in this Section 7.4(d) 12.4 shall not apply), the maximum aggregate obligation of Buyer and Parent apply 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 that may be incurred by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Pricevirtue of or result from any fraud or intentional misrepresentation. (e) Notwithstanding anything in this Agreement to The Parties acknowledge that the contrary same set of facts 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 circumstances could give rise 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 obligations under one or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 more provisions of this Article 712. The Party seeking indemnification shall be permitted to determine the provision under which it shall make its claims in its sole discretion and, the calculation of Losses with respect to any breach of representations and warrantiesat its option, shall be determined without regard permitted to any “material,” “make claims in all material respects” or “Material Adverse Effect” qualification contained thereinthe alternative under multiple provisions.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to To the contrary, (i) Seller will extent that a Party hereto shall have no any obligation to indemnify Buyerand hold harmless any other Person hereunder, 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) such obligation shall not applyinclude 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 be 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, ResCap shall not have any obligation to indemnify 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 Buyer and Parent suffer an the aggregate amount of all Losses by reason subject to indemnification thereunder shall exceed 0.5% of such matters in excess of $175,000 the Firm Bid Price, as adjusted pursuant to Sections 2.3 and 2.4 (the “Deductible”), and Buyer and Parent will once the Deductible is exceeded, ResCap shall be entitled to recover liable for only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything Except in this Agreement 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 ResCap and Seller pursuant to Section 3.1(e)(ii) or (iii) exceed an amount equal to the contrary Firm Bid Price, as adjusted pursuant to Sections 2.3 and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 2.4 (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 Parties agree that neither the Deductible nor the Cap shall apply with respect to any Losses claimed by Seller and its Other pursuant to which any Buyer Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase PriceParty is entitled to indemnification pursuant to Section 7.2(a)(iii). (e) Notwithstanding anything in this Agreement contained herein to the contrary and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g)contrary, 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 any Losses incurred or suffered or incurred by a Party for which indemnification is sought under this Article 7 there will an Indemnified Person shall be deducted the amount of calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Person (or any other recovery from a third party actually paid of its controlled Affiliates that are Indemnified Persons) with respect to such Party as a result of or related to any such Loss, Losses and (ii) any Tax benefit actually realized 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 or prior the case of each of clauses (i) and (ii) of this sentence, all Losses related 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 pursuing and receipt of such proceeds, recoveries or Tax benefitsand any related recoveries. If any such proceeds, net proceeds or recoveries or Tax benefits are actually received by the an Indemnified Party Person (or any of its controlled Affiliates that are Indemnified Persons) with respect to any Loss Losses after the an Indemnifying Party Person has made a payment to the Indemnified Party Person with respect thereto, the Indemnified Party will promptly Person (or such Affiliate) shall pay to the Indemnifying Party Person the amount of such proceeds, net proceeds or recoveries or Tax benefits (up to the amount of the Indemnifying PartyPerson’s payment). In addition, with . (f) Upon making any payment to an Indemnified Person in respect to Buyer and Parentof any Losses, the amount Indemnifying Person shall, to the extent of such payment, be subrogated to all rights of the Indemnified Person (and its Affiliates) against any Loss for insurance company from which indemnification is payable 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 Article 7 will be net Section 7.4(f) directly results in higher insurance premiums for the Indemnified Person, the incremental cost of all reserves provided for in the Final Net Book Value relating to such Losshigher premiums shall constitute “Losses.” (g) For purposes 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 this Article 7such 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 calculation 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 with 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 breach 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 representations and warrantiesBuyer 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 determined without regard 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 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 accordance with the reasonable instructions of the Indemnifying Party (it being understood and agreed that funds supplied by an Indemnifying Party to an Indemnified Party and used to mitigate Losses shall not represent payment by the Indemnifying Party to the Indemnified Party for reimbursement of indemnified Losses); provided, further, that failure by the Indemnified Party to provide any such notification shall not relieve the Indemnifying Party of any of its indemnification obligations hereunder except to the extent, and solely to the extent, the Indemnified Party fails to use commercially reasonable efforts to notify the Indemnifying Party of an opportunity to mitigate any Loss as contemplated hereby and the Indemnifying Party is materially prejudiced by such failure, or (ii) otherwise would be detrimental in any material respect to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinongoing business relationship of the Indemnified Party with any third party.

Limitations on Indemnification. (a) Notwithstanding anything in No Party to this Assets Purchase Agreement shall be entitled to indemnification under this Assets Purchase Agreement to the contraryextent that such Party's Losses are increased or extended by the willful misconduct, (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 apply) unless and until Buyer and Parent suffer an aggregate amount violation of Losses by reason law or bad faith of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountParty. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation No Indemnifying Party shall be required 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 Indemnitee with respect to any Loss after the Indemnifying Party has made a payment to the Indemnified Party arising out of or with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party a Claim unless the amount of such proceedsLoss, recoveries or Tax benefits when aggregated with all other such Losses, shall (up i) exceed [*], at which time Claims may be asserted to the extent that all Losses or Asserted Liabilities are in excess of such threshold amount; PROVIDED, however, that such threshold amount shall not apply to any (a) Loss which results from or arises out of an Ownership Claim, a Tax Claim or Undisclosed Liability Claim, (b) Loss which results from or arises out of fraud or intentional misrepresentation or an 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 agreement in this Assets Purchase Agreement; (c) 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 Indemnifying Party’s paymentmatters referred to in the foregoing clauses (a) and (b); and (ii) be less than [*], PROVIDED that such cap shall not apply to (a) a General Claim which is based upon a breach by SBCL of its representations and warranties set forth in Sections 3.1.7(a) or (b) hereof or a breach of its covenant set forth in Section 4.4 hereof, (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, or (c) a Claim which is based upon Section 8.2.1(a)(iii) or 8.2.2(a)(iii). In additionNotwithstanding the foregoing, 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 of representations Section 3.1.6(a)-(c), SBCL shall indemnify each ActaMed Indemnitee for any individual Loss in excess of [*] per item of tangible personal property and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinaggregate Loss exceeding [*] for items of tangible personal property.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (ia) Seller will not have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, any liability under Section 7.2(a8.02(c) (except other than with respect to Fundamental a breach of any of the Seller Specified Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an the aggregate amount of liability for Losses suffered by reason of such matters in excess of the Acquiror Indemnitees thereunder exceeds $175,000 25,000,000 (the “Deductible”) and then only to the extent of 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 Buyer and Parent will be entitled to recover only those Losses that exceed such amount. 2.16 (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(aWimbledon Entities) (except with respect to Fundamental the “Seller Specified 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 15% of the Final Purchase Price (the “Cap”). Notwithstanding anything in this Agreement, the maximum ; (c) (i) Acquiror will not have any liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. Section 8.01(c) (d) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (other than with respect to which this Section 7.4(da breach of any of the Acquiror Specified Representations) shall not apply)unless the aggregate liability for Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the maximum extent of such excess, and (ii) Acquiror’s aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons liability under Section 7.3(a8.01(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 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 8.02(c) or Section 8.01(c), for any otherwise indemnifiable Loss to the extent such Losses are reflected on the Final Closing Adjustment Statement. Notwithstanding anything Costs of defense will not be subject to any of the limitations contemplated in this AgreementSection 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, the maximum liability of Buyer and Parent for any Losses claimed which shall be governed exclusively by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase PriceArticle IX. (eb) Notwithstanding anything in this Agreement to the contrary For purposes of Sections 8.01(c) and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g8.02(c), Buyer’s primary means any qualification in any such representation or warranty as to materiality or Snacks Business MAE will be taken into account for purposes 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)determining whether such representation or warranty has been breached, 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 but in the Escrow Account unless and until the Escrow Account event that such representation or warranty has been exhausted. Thereafterdetermined to have been breached, and with respect such qualification as to claims in excess materiality or Snacks Business MAE will thereafter be disregarded for purposes of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunder. (f) In calculating determining the amount of Losses suffered arising from such breach and Acquiror or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted Seller, as the 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 Losscase may be, and (ii) any Tax benefit actually realized in or prior to may recover 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 entire amount of such proceeds, recoveries or Tax benefits (up Losses subject only to the amount of Deductible and 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 LossCap. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything 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 have any liability or obligation under Section 8.1(a) (i) unless the aggregate liability for Losses suffered by the Indemnified Parties thereunder exceeds $300,000, in which case the Indemnified Parties shall be entitled to recover all Losses (subject to the other limitations herein). (b) Notwithstanding any provisions in this Agreement to the contrary, other than as provided for in clause (iii) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under of the proviso in Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”8.2(d), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller the Indemnifying Parties’ aggregate liability and its Other Indemnified Persons, collectively, obligations under Section 7.3(a) (except 8.1(a)(i), other than with respect to any inaccuracy or breach of a Fundamental RepresentationsRepresentation 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 extent claims for Fundamental Indemnification Matters that have been satisfied in accordance with respect this Agreement by reducing the General Escrow Fund on or prior to which this 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 7.4(b8.6) shall not applybe counted towards and reduce the Fundamental Matter Escrow Amount, and (y) unless and until Seller suffers an claims for General Indemnification Matters shall still be subject, when viewed in the aggregate, to a cap equal to the aggregate amount of Losses by reason of such matters General Escrow Property placed in excess the General Escrow Fund prior to the expiration of the DeductibleFinal Escrow Period and prior to any reduction thereof, valuing the Parent Shares at the Parent Stock Price) and Seller will be entitled to recover only those Losses that exceed such amount. (cii) Notwithstanding anything in this Agreement to the contrary each Indemnifying Party’s aggregate liability and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, obligations under this Agreement Article VIII shall not exceed the Purchase Price portion of the Merger Consideration actually received by Seller. such Indemnifying Party (d) Notwithstanding anything in this Agreement addition 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 forfeiture 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 portion 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 7 there will be deducted the amount of (i) any insurance proceeds or any other recovery from a third party actually Merger Consideration paid to such Party as a result of or related to any such Loss, and (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 theretoParties from the General Escrow Fund, the Indemnified Party will promptly pay to Designated Escrow Fund or through the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount exercise of the Indemnifying Party’s paymentsetoff rights set forth in Section 8.6) (with the Parent Shares being valued at the Parent Stock Price). In addition, with respect All indemnification obligations under Section 8.1(a) that are not General Indemnification Matters or Specified IP Matters are referred to Buyer herein as “Fundamental Indemnification Matters”. The Specified IP Matters 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 Fundamental Indemnification Matters are collectively referred to herein as the Final Net Book Value relating to such Loss“Designated Indemnification Matters. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.”

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 made in accordance with Section 10.3 and the foregoing sentence by a Party on or prior to the applicable date set forth in Section 10.1 or this Section 10.4(a), and 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 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 or greater than $100,000, unless the aggregate amount of all such Losses 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 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 Sections 10.2(a)(i) and 10.2(a)(ii), and (z) the aggregate indemnification to be paid by Seller under Section 10.2(a)(ii) with respect to breaches of Sections 5.1, 5.2, 5.3(a), and 5.16, will not exceed 100% of the Purchase Price, less any other indemnification payments made by Seller pursuant to Sections 10.2(a)(i) and 10.2(a)(ii). (c) 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 Loss 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 aggregate amount of all such Losses 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 Buyer under Sections 10.2(b)(i) and 10.2(b)(ii) 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 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 breaches of Sections 6.1, 6.2, 6.3(a), and 6.6 will not exceed 100% of the Purchase Price, less any other indemnification payments made by Buyer pursuant to Sections 10.2(b)(i) and 10.2(b)(ii). (d) 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 Agreement, any Schedule, or Exhibit hereto. (e) Notwithstanding anything contained 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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent representations and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything warranties contained in this Agreement, neither Seller nor any other Person is making any other express or implied representation or warranty with respect to Seller, the maximum liability 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 for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything set forth in this Agreement to Agreement. In furtherance of the contrary and foregoing, except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), the maximum aggregate obligation of Buyer representations and Parent to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed the Cap. Notwithstanding anything warranties contained in this Agreement, the maximum liability Buyer acknowledges and agrees that none of Buyer and Parent for Seller, any Losses claimed by Seller and of 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 7 there will be deducted the amount of (i) any insurance proceeds Affiliates or any other recovery from a third party actually paid to such Party as a result of Person will have or related be subject to any such Lossliability 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 (iiorally or in writing) to Buyer or any Tax benefit actually realized in or prior of Buyer’s Representatives, including any confidential memoranda distributed on behalf of Seller relating to the Taxable year in which the Loss arises Purchased Assets or the indemnification payment is madeAssumed 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). Each 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 agrees to use commercially reasonable efforts to obtain such proceeds, recoveries may be entitled in respect of any fraudulent breach of this Agreement or Tax benefits. If any such proceeds, recoveries or Tax benefits are received other fraud 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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying other 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will An Indemnifying Party shall not have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, any liability under Section 7.2(a8.2(ii), Section 8.2(iii), Section 8.3(ii) or Section 8.3(iii) (except with respect regard to Fundamental RepresentationsBuyer’s obligations to pay the Purchase Price and the parties’ respective obligations to pay for any amounts under Section 6.4) unless the aggregate amount of Losses incurred by the Indemnified Party and indemnifiable thereunder arising out of, resulting from, related to or associated with the breach of the representations, warranties, covenants or agreements exceeds $192,000 (the “Basket”) and, in 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), only the aggregate amount of such Losses in excess of the Basket shall be indemnifiable hereunder; provided, however, that the Basket shall not apply to any breach of the Specified Indemnity Item or to any liability under Section 8.2(i) or Section 8.3(i). (b) Subject to this Section 8.6, no Indemnified Party shall make a claim for indemnification pursuant to this Agreement for Losses incurred by such Indemnified 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 7.4(a8.6(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 at such time as an Indemnified Party makes a claim or claims for indemnification pursuant to this Agreement for Losses, excluding any Specified Indemnity Item or any liability under Section 8.2(i) or Section 8.3(i), in 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) 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 Purchase Price and until Buyer and Parent suffer the parties’ respective obligations to pay for any amounts under Section 6.4) for an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount.exceeding: (b) Notwithstanding anything in this Agreement to the contrary, (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 the case of the DeductibleSpecified Indemnity Items or Excluded Liabilities, and Seller will be entitled in the case of Seller, $9,600,000 in connection with Losses related to recover only those Losses that exceed the breach of any such amount.Specified Indemnity Items or such Excluded Liabilities; and (cii) Notwithstanding anything in this Agreement the case of all other representations, warranties, covenants or agreements, $1,920,000 in connection with Losses related to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply)breach of any such representations, the maximum aggregate obligation warranties, covenants or agreements of Seller to indemnify or Parent and Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellerrespectively. (d) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) An Indemnifying Party shall not applyhave 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 maximum aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons under Section 7.3(aPurchase Price) will not exceed the Cap. Notwithstanding anything in this Agreement, the maximum liability of Buyer and Parent for any Losses claimed by Seller unless an Indemnified Party shall have delivered to the Indemnifying Party a claim in accordance with Section 8.4 identifying such Losses (and its Other Indemnified Persons, collectively, under stating in reasonable detail the basis of the claim for indemnification and the Section or Sections of this Agreement shall not exceed providing for such indemnification with regard to such Losses) prior to the Purchase Pricetermination of the applicable Survival Period. (e) Notwithstanding anything in this Agreement No Loss arising from a liability reflected on the Statement of Working Capital (as adjusted pursuant to the contrary and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(aany disputes) or (g), Buyer’s primary means of collecting on any Loss that is shall be 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 pursuant 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 hereunderSection 8.3. (f) In calculating Notwithstanding anything to the amount of Losses suffered contrary contained herein, if any Buyer Indemnified Party is entitled to indemnification under Section 8.3(ii) or incurred by a Section 8.3(iii), such Buyer Indemnified Party for which shall be entitled to such indemnification is sought under in accordance with this Article 7 there will 8 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, in no event shall any Buyer Indemnified Party be deducted the 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 entitled to any duplicative recovery for such Lossitems, and (iipursuant to Section 8.3(i) 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 such proceeds, recoveries or 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 Lossotherwise. (g) For purposes of Notwithstanding anything to the contrary herein, in no event shall Seller have any liability under this Agreement (including this Article 7, 8) for any Losses relating to a claim the calculation underlying facts of Losses with respect which were known by Parent or Buyer on or prior to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinthe Closing.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Notwithstanding anything Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the 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 any representation, warranty or 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, (i) Seller will have no obligation to indemnify Buyer, Parent the Basket Limitation and their Other Indemnified Persons, collectively, under Section 7.2(a) (except the Cap Limitation shall not apply with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party as a result of breaches of any covenant or related to any such Lossagreement of Seller set forth in Section 5.3, Section 5.4 or Section 10.1 of this Agreement, and (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 such proceeds, recoveries or 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 Cap Limitation shall be net of all reserves provided for inapplicable in the Final Net Book Value relating to such Lossevent of Seller's fraud or intentional misrepresentation. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, : (i) Seller will have no SRI Indemnifying Party shall be liable in respect of any indemnification obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, for Damages under Section 7.2(a7.1(i) (except with other than in respect of any failure of the representations in Section 3.4 or Section 3.5(u) to Fundamental Representationsbe true), with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an (A) the aggregate amount of Losses by reason Damages of such matters the Goodyear Indemnitees arising from any particular claim, together with all related claims, is in excess of $175,000 100,000 (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 7.3(a) exceeds $3,000,000 (such amount, the “Indemnity Deductible”), 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 Buyer and Parent will be entitled in other provisions of this Article VII, up to recover only those Losses that exceed $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 Damages of the SRI Indemnitees arising from any particular claim, together with all related claims, is in excess of the De Minimis Amount and (B) the aggregate cumulative amount of such Damages 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) Notwithstanding anything in this Agreement to the contrary, (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) Any liability for any Damages shall not apply) unless and until Seller suffers an aggregate amount be determined without duplication of Losses recovery by reason of the state of facts giving rise to such matters in excess Damages constituting a breach of the Deductiblemore than one representation, and Seller will be entitled to recover only those Losses that exceed such amountwarranty, covenant or agreement of this Agreement or any other Dissolution Document. (c) Notwithstanding anything 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, that 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 to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not applyAgreement), 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 maximum aggregate obligation underlying claim and of Seller collection) received as an offset against such Damages (each source of recovery referred to indemnify Buyerin clauses (ii) and (iii), Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the a “CapCollateral Source”). Notwithstanding anything If the amount to be netted hereunder in this Agreement, the maximum liability of Seller for connection with a Collateral Source from any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, payment required under this Agreement shall not exceed the Purchase Price Section 7.1 or Section 7.2 is received by Selleran 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) Notwithstanding anything The amount of any Damages for which indemnification is provided by SRI under Section 7.1 in this Agreement 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 contrary extent that SRI or any of its Affiliates actually bears any costs and except expenses of indemnifying the Goodyear Indemnitees for any such matters, then SRI shall 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 Fundamental Representations (with respect portion of such costs and expenses for which Goodyear is responsible pursuant to which this Section 7.4(d) shall not apply7.3(d), and Goodyear shall pay to SRI an amount equal to the maximum aggregate obligation portion of Buyer such costs and Parent expenses for which Goodyear is responsible pursuant to indemnify Seller and its Other Indemnified Persons under this Section 7.3(a7.3(d) will not exceed the Cap. Notwithstanding anything in this Agreement, the maximum liability within thirty (30) days following receipt of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Pricesuch written invoice. (e) Notwithstanding anything The amount of any Damages for which indemnification is provided by Goodyear under Section 7.2 in this Agreement respect of a breach of the representations and warranties made by Goodyear in Section 3.2 regarding GDTNA, shall be reduced by twenty-five percent (25%) to reflect SRI’s twenty-five percent (25%) pre-closing interest in GDTNA; provided, that to the contrary extent that Goodyear or any of its Affiliates actually bears any costs and except expenses of indemnifying the SRI Indemnitees for any such matters, then Goodyear shall 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 portion of such costs and expenses for which SRI is responsible pursuant to Seller’s failure to pay Taxes as required under this 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 Agreement7.3(e), and Buyer SRI shall have no right of collection directly from Seller for any claims for Losses that aggregate pay to Goodyear an amount less than equal to the amount in the Escrow Account unless portion of such costs and until the Escrow Account has been exhausted. Thereafter, and with respect expenses for which SRI is responsible pursuant to claims in excess this Section 7.3(e) within thirty (30) days following receipt of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereundersuch written invoice. (f) In calculating the amount Each Indemnitee shall take commercially reasonable steps to mitigate any Damages as soon as reasonably practicable after such Indemnitee becomes aware of Losses suffered any event which does, or incurred by a Party for which indemnification is sought under this Article 7 there will could reasonably be deducted the 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 expected to, give rise to any such Loss, and (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 such proceeds, recoveries or 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 LossDamages. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

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) 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 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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything contained in this Agreement, the maximum liability of Seller : 8.4.2.1 an Indemnifying Person shall not be liable for any Losses claimed by Buyerclaim for indemnification pursuant to Section 8.2 or 8.3, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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. Thereafteraggregate amount of indemnifiable Liabilities which may be recovered from the Indemnifying Person and its Affiliates equals or exceeds $250,000, after which the Indemnifying Person and with respect to claims its Affiliates shall be liable only for Liabilities in excess of such amount; 8.4.2.2 the Escrow Accountmaximum 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 $17,500,000; 8.4.2.3 in the event Closing occurs, Buyer 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 may seek collection directly 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 foregoing provisions of this Section 8.4.2.3 shall not apply if any such breach did not result in a failure of the 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 suffered by the Caterpillar Indemnified Persons resulting from Seller the breach of or inaccuracy in any of the representations and warranties contained in Section 3.1 exceed the Materiality Threshold, then for Losses otherwise subject to indemnification hereunder. (f) In calculating purposes of this Section 8, the amount of Losses such Liabilities shall be deemed to be equal to $250,000, which shall be applied to the $250,000 deductible set forth in Section 8.4.2.1; 8.4.2.4 in the 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 breach; provided, however, that the foregoing provisions of this Section 8.4.2.4 shall not apply if any such breach did not result in a failure of the conditions set forth in Section 5.2.1 to be satisfied; provided, further, 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 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 incurred by a Party inaccuracy in any of the representations and warranties contained in Section 3.2 exceed the Materiality Threshold, then for which indemnification is sought under purposes of this Article 7 there will be deducted Section 8, the amount of (i) such Liabilities shall be deemed to 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 insurance proceeds Liability under any provision of this Agreement for any covenant or any condition expressly waived in writing by the other recovery from a third party actually paid to such Party as a result of or related to any such Loss, and (ii) any Tax benefit actually realized in Parties on 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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.Closing Date;

Limitations on Indemnification. (a) 12.4.1. Notwithstanding anything in any other provision of this Agreement to the contrary, (i) Seller will have in no obligation event shall Losses include a party's incidental, consequential or punitive damages, regardless of the theory of recovery. Each party hereto agrees to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect use reasonable efforts to Fundamental Representations, with respect to mitigate any losses which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (form the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountbasis for any claim for indemnification hereunder. (b) 12.4.2. Notwithstanding anything in any other provision of this Agreement to the contrary, (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) Sellers shall not apply) unless and until Seller suffers an be liable to Buyer in respect of any indemnification hereunder except to the extent that the aggregate amount of Losses by reason of such matters in excess Buyer under this Agreement exceeds Five Hundred Thousand Dollars ($500,000) (the "Basket Amount"), and then only to the extent of the Deductibleexcess over the amount of Two Hundred Fifty Thousand Dollars ($250,000); provided, and Seller will be entitled to recover only those however, that the aggregate amount of Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, Buyer under this Agreement shall not exceed Four Million Dollars ($4,000,000) (the Purchase Price received "Indemnity Cap"); further provided, however, the Basket Amount shall not be applicable to any amounts owed in connection with the determination of the Proration Amount pursuant to Section 2.6, to the payment or reimbursement obligations of Sellers under Sections 8.2 and 8.4.8, or to the indemnities set forth in Section 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 of the terms of this Agreement by SellerSellers, (ii) if the Closing has not occurred on or prior 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, or (iii) in the event of fraud. (d) 12.4.3. Notwithstanding anything in any other provision of this Agreement to the contrary contrary, Buyer acknowledges and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), agrees that the maximum aggregate obligation liability of Sellers pursuant to this Agreement to Buyer and Parent to indemnify Seller any third parties for any and its Other Indemnified Persons under Section 7.3(a) will all Losses 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, the Indemnity Cap shall not be applicable 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 of the terms of this Agreement by Sellers, (ii) if the Closing has not occurred on or prior 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, or (iii) in the event of fraud. 12.4.4. Notwithstanding anything Each party (a "recipient party") shall notify the other 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 maximum liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, representing party shall have no obligation under this Agreement shall not exceed Section 12.2 or Section 12.3 or otherwise to indemnify the Purchase Price. (e) Notwithstanding anything in this Agreement to the contrary and except recipient party 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 hereundersuch Losses. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation shall not be required to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, Purchaser under Section 7.2(a4.1(a) (except with respect to Fundamental Representations, with respect to which this and Section 7.4(a4.1(b) and Purchaser shall not apply) be required to indemnify Seller under Section 4.2, unless and until Buyer and Parent suffer an the aggregate amount of all Losses incurred by reason Purchaser or Seller as a result of such matters in excess breaches, exceeds $15,000. Once such aggregate amount of such Losses incurred by Purchaser, on the one hand, or Seller, on the other hand, exceeds $175,000 (15,000, Purchaser or Seller, as the “Deductible”)case may be, and Buyer and Parent will shall thereupon be entitled to recover only those Losses indemnification for amounts relating back to the first dollar; provided, however, that exceed such amountthe 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, as applicable. (b) Notwithstanding anything in this Agreement Neither Seller, on the one hand, nor Purchaser, on the other hand, shall be obligated to indemnify the other for any Losses under Section 4.1(a) and Section 4.1(b) or Section 4.2, to the contraryextent the aggregate amount of all such Losses exceeds $1,000,000; provided, however, that (i) Buyer will have no the foregoing limitation on Purchaser’s obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a4.2(d) (except shall not apply where the claim arising after the Effective Time with respect to Fundamental Representations, with respect to which 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 Section 7.4(b) sentence shall not apply) unless and until Seller suffers an aggregate amount apply to any claim of Losses common law fraud alleged to have been committed by reason of such matters in excess or on behalf of the Deductibleindemnifying party or an affiliate thereof upon the indemnified party, and Seller will be entitled to recover only those Losses that exceed such amountas applicable. (c) Notwithstanding anything in this Agreement to Following the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply)Closing, the maximum aggregate obligation of Seller to indemnify Buyer, Parent sole and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 exclusive remedy 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 7 there will be deducted the 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 (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 parties hereto with respect to any Loss after the Indemnifying Party has made a payment and all claims relating to the Indemnified Party with respect thereto, matters addressed in Section 4.1 or Section 4.2 (other than claims of common law fraud alleged to have been committed by or on behalf of the Indemnified Party will promptly pay indemnifying party or an affiliate thereof upon the indemnified party) shall be pursuant to the Indemnifying Party the amount of such proceeds, recoveries or 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 provisions set forth in this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such LossIV. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrarycontrary contained herein, neither IMS, on the one hand, nor TriZetto and 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 the foregoing, as applicable, for 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 amount of all such Claims and Liabilities incurred by such party(ies) exceeds $4,000,000 (ithe "DEDUCTIBLE AMOUNT"), in which event such party(ies) Seller will have no obligation to indemnify Buyershall be liable only for the amount of such Claims and Liabilities which exceeds the Deductible Amount; provided, Parent that the aggregate liability of IMS, on the one hand, and their Other Indemnified PersonsTriZetto and Merger Sub, collectivelyon the other hand, under this Section 7.2(a) 9 (except other than with respect to Fundamental Representations, with respect any intentional or willful breach or failure to which this Section 7.4(aperform) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of no event exceed $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount100,000,000. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement Anything to the contrary notwithstanding, neither IMS, on the one hand, nor TriZetto and except for Merger Sub, on the Fundamental Representations (with 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 the foregoing, as applicable, in respect of any Claims and Liabilities which are covered by insurance owned by such party(ies) to which this Section 7.4(c) shall not apply)the extent that any net loss is reduced by such insurance. To the extent quantifiable, the maximum aggregate obligation of Seller parties shall make appropriate adjustments to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (take into account the “Cap”). Notwithstanding anything tax benefits or costs in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 determining the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will to be deducted the 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 (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 such proceeds, recoveries or 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 Losshereunder. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement: (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation to indemnify Buyer, the aggregate liability of each of Parent and their Other Indemnified PersonsBuyer pursuant to Section 8.2 or Section 8.3, collectivelyas the case may be, shall not exceed the Base Purchase Price, except that the foregoing limitation shall not apply to Parent’s obligations under Section 7.2(a8.2(d), (e) and (except with 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 (other than in respect of any inaccuracy or breach of the Specified Representations), shall not exceed, as to Fundamental Representationseach party, with respect an amount equal to which this 30% of the Purchase Price; (iii) the aggregate liability of Parent pursuant to Section 7.4(a8.2(g) shall not applyexceed an amount equal to 30% of the Base Purchase Price, and (iv) unless the liability of Parent and until Buyer pursuant to Sections 8.2(l)8.3(c) and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”8.3(d), as the case may be, shall be as set forth in Section 8.9; provided, however, that the limitations in clauses (i), (ii) and Buyer and Parent (iii) shall not apply to any fraud or Willful Breach. (b) no Indemnified Party will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement Remote Damages pursuant to Sections 8.2 or 8.3, except to the contraryextent 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, (i) Buyer will have no obligation non-appealable Order or settlement in any Third-Party Claim, in which case such Remote Damages paid to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except such third Person shall be considered Losses for which recovery may be sought in accordance with respect to Fundamental Representations, with respect to which the terms of 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount.Agreement; (c) Notwithstanding anything in this Agreement 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 contrary and except for extent of the Fundamental Representations (with respect knowledge of the noticing party) has been given to which this Section 7.4(c) shall 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 party from whom indemnification is sought (the “CapIndemnifying 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). Notwithstanding anything in this Agreement, ; or (ii) by a Buyer Indemnitee pursuant to Section 8.2(g) unless written notice of such claim (describing the maximum liability facts or events giving rise to such claim with reasonable specificity to the extent of Seller for any Losses claimed by Buyer, the knowledge of the noticing party) has been given to Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed prior to the Purchase Price received by Seller.seventh (7th) anniversary of the Closing Date; (d) Notwithstanding anything in this Agreement Parent shall have no liability pursuant to the contrary and except Section 8.2(a): (i) for the Fundamental Representations (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 Buyer Indemnitees that exceed the Basket Amount; provided, however, that the limitations on liability set forth in this Section 7.4(dclause (d) shall not apply), the maximum aggregate obligation apply to Losses incurred by a Buyer Indemnitee by reason 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 any inaccuracy or breach of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Pricea Specified Representation. (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 Parent shall have no right of collection directly from Seller for any claims for Losses that aggregate liability pursuant to an amount less than the amount in the Escrow Account unless and Section 8.2(g) until the Escrow Account has been exhausted. Thereafter, and with respect to claims in excess aggregate amount of the Escrow AccountLosses of the Buyer Indemnitees for which indemnification would otherwise be available under Section 8.2(g) exceeds 1.0% of the Base Purchase Price (the “Environmental Deductible”), after which Parent will be obligated to indemnify Buyer Indemnitee for only Sellers’ Portion of such Losses of the Buyer Indemnitees that exceed the Environmental Deductible; provided, however, that the limitations on liability set forth in this clause (e) shall not apply to Losses incurred by a Buyer Indemnitee by reason of any inaccuracy or breach of the representations and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunderwarranties set forth in Section 2.14. (f) In calculating Parent shall have no liability pursuant to Section 8.2 for any Loss to the 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 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 suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted to the amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party 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, 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 least thirty (30) days prior to such Lossactivity 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 Closing; (ii) any Tax benefit actually realized Loss resulting primarily from any increase in, worsening of or other adverse change in any Environmental Condition that arises from any act or prior omission attributable to Buyer or any Transferred Company (and their Representatives) following the Taxable year in which the Loss arises Closing; and (iii) any expense related to management or the indemnification payment is made. Each Party agrees to use commercially reasonable efforts to obtain such proceedsemployee time (whether opportunity costs, recoveries direct costs or Tax benefits. If any such proceeds, recoveries or Tax benefits are received by the Indemnified Party 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 after 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 Indemnifying Party has made a payment to the Indemnified Party with respect theretoClosing; (iii) any Loss resulting from any Environmental Condition caused or created by Buyer or its Representatives, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount that arises from Buyer’s operation of the Indemnifying PartyBusiness 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 paymentmanagement or employee time (whether opportunity costs, direct costs or expenses, or otherwise). In addition, with respect to . (l) Buyer and ParentParent shall each take, and shall cause their respective Affiliates to take, all reasonable measures consistent with the amount safe and prudent operation of the applicable property to mitigate any Loss for which indemnification is payable under this Article 7 will may be net sought hereunder promptly upon a responsible officer or employee of all reserves provided for in the Final Net Book Value relating to 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. (gm) For purposes of this Article 7The Seller Indemnitees shall have no recourse against any Transferred Company, the calculation of Losses with respect to their Affiliates or their respective Representatives, assigns or successors for any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinindemnification claim asserted by a Buyer Indemnitee.

Limitations on Indemnification. Anything to the contrary contained herein notwithstanding (aA) Notwithstanding anything Buyer Indemnitees shall not be entitled to recover from Pro-Fac pursuant to (1) Section 10.1(a)(i), Section 10.1(a)(iii) or Section 9.1 (except as otherwise provided in Section 9.1) of this Agreement any claim for Damages pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 resulting from a single inaccuracy or breach that Buyer would otherwise be entitled to be indemnified by Pro-Fac for hereunder (but for the limitations contained in this Agreement sentence) that is not equal 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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters or in excess of $175,000 200,000 (the “Deductible”"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 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 and Parent will Indemnitees shall be entitled to recover only those Losses that exceed from Pro-Fac such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductiblereduction amount over the unused Basket) and then, and Seller will once the Basket has been exceeded, Buyer Indemnitees shall be entitled to recover only those Losses 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 such amount. the Basket and (cB) Notwithstanding anything 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 limitations shall not apply to claims for 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 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 contrary limitations expressed in this sentence. For purposes of Section 10.1(a)(i), any requirement in any representation or warranty that an event or fact be material (whether quantitatively or qualitatively) in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. The Minimum Claim Amount, the Basket and except for the Fundamental Representations (Indemnity Cap shall also apply with respect to which this the Pro-Fac Indemnitees' claims for indemnification pursuant to Section 7.4(c10.1(b) in the same manner as described above; provided, that such limitations shall not apply)apply to claims for losses, the maximum aggregate obligation damages, expenses, costs, Taxes, fines, penalties and fees of Seller to indemnify BuyerPro-Fac, Parent amounts paid in settlement and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million reasonable expenses (the “Cap”). Notwithstanding anything in including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, the maximum liability defense fees, witness fees, court costs and disbursements of Seller for any Losses claimed by Buyer, Parent counsel and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (dother professionals) 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 7 there will be deducted the 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 (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 such proceeds, recoveries inaccuracy or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount breach of any Loss for which indemnification is payable under this Article 7 will be net of all reserves provided for representations and warranties set forth in the Final Net Book Value relating to such Loss. (g) For purposes Section 4.1, Section 4.2, or Section 4.5 of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinAgreement.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement herein to the contrary, Seller and each Member shall not be obligated to indemnify the Purchaser Indemnified Persons under this Article 11: (i) Seller will have no obligation to indemnify Buyerunless the aggregate of all Purchaser Damages exceeds 0.5% of the Purchase Price (which, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which for purposes of this Section 7.4(a) 11.6, shall not apply) unless 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 until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 2.4), as adjusted (the “DeductibleSeller’s Basket”), and Buyer and Parent will in which case such Purchaser Indemnified Persons shall be entitled to recover only those Losses all Purchaser Damages in excess of the Seller’s Basket or (ii) to the extent that exceed the aggregate of all Purchaser Damages exceeds 10% of the Purchase Price, as adjusted (the “Seller’s Indemnification Cap”); provided, however, that the Seller’s Indemnification Cap and the Seller’s Basket shall not apply to any Seller or Member indemnification obligation (w) arising out of, relating to 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 of Seller’s or 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 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 amountPurchaser Damages exceeds Twenty Million U.S. Dollars ($20,000,000) (the “Environmental Representation Cap”); provided, however, that (a) any 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 the Members under this Agreement. (b) Notwithstanding anything in this Agreement herein to the contrary, Purchaser shall not be obligated to indemnify the Seller Indemnified Persons under this Article 11: (i) Buyer will have no obligation to indemnify unless the aggregate of all Seller and its Other Indemnified PersonsDamages exceeds 0.5% of the Purchase Price(which, collectively, under Section 7.3(a) (except with respect to Fundamental Representations, with respect to which for purposes of this Section 7.4(b) 11.6, shall not apply) unless 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 until 2.4)), as adjusted (the “Purchaser’s Basket”), in which case such Seller suffers an aggregate amount of Losses by reason of such matters Indemnified Persons shall be entitled to recover all Seller Damages in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. Purchaser’s Basket or (cii) Notwithstanding anything in this Agreement to the contrary and except for extent that the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply)aggregate of all Seller Damages exceeds 10% of the Purchase Price, 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 as adjusted (the “Purchaser’s Indemnification Cap”). Notwithstanding anything in this Agreement; provided, however, that the maximum liability of Seller for any Losses claimed by Buyer, Parent Purchaser’s Indemnification Cap and their respective Other Indemnified Persons, collectively, under this Agreement the Purchaser’s Basket shall not exceed the Purchase Price received apply to any Purchaser indemnification obligation (x) arising out of, relating to or resulting from fraud or intentional misrepresentation by Seller. Purchaser; or (dy) Notwithstanding anything in this Agreement arising out of, relating 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 or resulting 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(a11.3(b) or (gc), 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything 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 subject to the 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 Damages arising out of any of the following shall not be 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 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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountconstitutes fraud or intentional misrepresentation. (b) Notwithstanding anything in this Agreement The maximum amount of indemnification payments the Purchaser Group shall be entitled to the contrary, receive from Graco for (iA) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, Damages under Section 7.3(a8.2(a)(i) (except with respect to Fundamental Representationsbreaches of the representations and warranties made by Graco and Graco US Finishing Brands in Section 4.1(a), with respect to which this 4.1(b), 4.1(c), 4.2, 4.3, 4.4(a), 4.8 or 4.24 and (B) ITW Section 7.4(b8.2(a) Cap-Excluded Damages under Section 8.2(b), shall not apply) unless and until Seller suffers an in the aggregate be the amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountPurchase Price. (c) Notwithstanding anything in this Agreement to the contrary and except Graco shall have no liability for the Fundamental Representations (A) Damages under Section 8.2(a)(i) (other than with respect to which this any liability under Section 7.4(c8.2(a)(i) shall not applyfor any breach of or inaccuracy in any representation or warranty set forth in Section 4.1(a), the maximum aggregate obligation of Seller to indemnify Buyer4.1(b), Parent and their Other Indemnified Persons 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 7.2(a8.2(b), until the aggregate of all such Damages arising out of all matters set forth in Section 8.2(a)(i), taken together with all ITW Section 8.2(a) will not exceed Capped Damages under Section 8.2(b), exceeds $2.3 million 1,600,000.00 (the “CapBasket”). Notwithstanding anything in this Agreement, and then only to the maximum liability extent of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellerexcess. (d) Notwithstanding anything 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 Damages arising out of all matters set forth in this Agreement Section 8.2(a)(iii), taken together with all ITW Section 8.2(c) Damages under Section 8.2(b), exceeds $4,000,000.00, and then only to the contrary and except for extent of 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 Priceexcess. (e) Notwithstanding anything herein to the contrary, for purposes of indemnification pursuant to Section 8.2(a)(viii), Damages shall include only one-half (rather than all) of any court costs and reasonable attorneys’ fees and expenses; provided, however, that the limitations set forth in this Agreement Section 8.4(e) shall not apply if Graco shall have assumed the defense of the Third Party Claim giving rise to the contrary and except with respect to Seller’s failure to pay Taxes as required claim under Section 6.10(a) or (g8.2(a)(viii), 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 The maximum amount of Losses suffered or incurred by a Party indemnification payments the Purchaser Group shall be entitled to receive from Graco for which indemnification is sought (A) Damages under this Article 7 there will be deducted the amount of (iSection 8.2(a)(ix) 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 (iiB) 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 proceedsITW Section 8.2(j) Damages under Section 8.2(b), 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 such proceeds, recoveries or 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 shall be net of all reserves provided for $8,000,000.00 in the Final Net Book Value relating to such Lossaggregate. (g) For purposes of this Article 7, 8: (A) in determining the calculation amount of Losses with respect Damages arising from or relating to any breach of representations or inaccuracy in any representation or warranty in this Agreement (but not for purposes of determining whether such a breach or inaccuracy occurred), all materiality and warranties, shall Material Adverse Effect qualifiers will be determined 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 “material,” “breach of or inaccuracy in all material respects” any representation or “Material Adverse Effect” qualification warranty in the ITW Purchase Agreement for which the Purchaser Group may seek indemnification under Section 8.2(b), effect shall be given to the limitations contained thereinin Section 8.4(g) of the ITW Purchase Agreement.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding anything no party shall be required to indemnify the other party or the Purchaser-Related Entities or the Seller-Related Entities (as applicable) under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by the responsible party under Section 11.1 or Section 11.2 above (as applicable) exceeds the Basket Limitation and in such event, 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 Sellers, on the one hand, or Purchaser, on the other hand, with respect to the indemnification provided for in Section 11.1 or Section 11.2 (as applicable) above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge in writing of any inaccuracy or breach of any representation, warranty or covenant of either or both Sellers 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 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, (i) Seller will have no obligation to indemnify Buyer, Parent the Basket Limitation and their Other Indemnified Persons, collectively, under Section 7.2(a) (except the Cap Limitation shall not apply with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount breaches of any Loss for which indemnification is payable under this Article 7 will be net covenant or agreement of all reserves provided for Purchaser, Sellers or either Seller set forth in the Final Net Book Value relating to such Loss. (g) For purposes Section 5.3, Section 5.4, Section 10.1 or Section 11.6 of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinAgreement.

Limitations on Indemnification. (ai) Notwithstanding anything 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 the contrarymateriality, Material Adverse Effect, or similar qualifiers will be deemed omitted therefrom. (iii) Seller will shall have no obligation liability arising out of or relating to indemnify Buyer, Parent Section 9.5(a)(iii) and their Other Indemnified Persons, collectively, under no Buyer shall have any liability arising out of or relating to Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply9.5(b)(iii) unless and until only to the extent the aggregate Losses suffered or incurred by the Buyer and Parent suffer an aggregate amount Indemnitees or the Seller Indemnitees, as applicable, hereunder exceed one percent (1%) of Losses by reason of such matters in excess of $175,000 the Aggregate Purchase Price (the “DeductibleThreshold Amount”), and in which event Buyer and Parent will Indemnitees or Seller Indemnitees, as applicable, shall, subject to the other limitations contained herein, be entitled to recover be indemnified only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to against the contrary, (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 portion of such matters Losses in excess of the DeductibleThreshold Amount; provided, however, that the limitation set forth in this Section 9.5(f)(ii) shall not apply to 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 Seller will be entitled to recover only those Losses that exceed such amount5.5. (ciii) In no event shall Buyers’ or Seller’s aggregate liability arising out of or relating to Section 9.5(a)(iii) or Section 9.5(b)(iii), as applicable, exceed ten percent (10%) of the Aggregate Purchase Price; provided, however, that the limitation set forth in this Section 9.5(f)(iii) shall not apply to 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 in this Agreement to the contrary in Sections 9.5(f)(ii) and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply9.5(f)(iii), in no event shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyerarising out of or relating to Sections 9.5(a)(ii) or 9.5(a)(iii), Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not or the aggregate liability of Buyers arising out of or relating to Sections 9.5(b)(ii) or 9.5(b)(iii) exceed the Purchase Price received by Seller. (d) 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 Aggregate Purchase Price. (ev) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the The amount of any Loss for which an Indemnitee claims indemnification is payable under this Article 7 will Agreement shall be (A) reduced by any insurance proceeds received from a third-party insurer (net of all reserves provided for in the Final Net Book Value relating 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 other 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). (gvi) For purposes of this Article 7In 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 calculation of same Losses with respect to any breach of representations and warranties, such claim for indemnification. (vii) Each party shall be determined without regard bound by its common law duty to mitigate any Losses subject to any claims for which such party seeks indemnification pursuant to this Article 9. (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 “material,” “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 Indemnitee shall not be required to assign any such rights to the Indemnitor (A) in all material respects” the event the Potential Contributor is a Governmental Authority, or “Material Adverse Effect” qualification contained therein(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 clause (viii) shall indemnify the Indemnitee for any Losses suffered by such Indemnitee as a result of any actions or omissions with respect thereto of the Indemnitor in connection with or after giving effect to such assignment.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 12.1, (a) Notwithstanding anything Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 12.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the 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 any representation, warranty or 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, (i) Seller will have no obligation to indemnify Buyer, Parent the Basket Limitation and their Other Indemnified Persons, collectively, under Section 7.2(a) (except the Cap Limitation shall not apply with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount breaches of any Loss for which indemnification is payable under this Article 7 will be net covenant or agreement of all reserves provided for Seller set forth in the Final Net Book Value relating to such Loss. (g) For purposes Section 5.3, Section 5.4 or Section 10.1 of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinAgreement.

Limitations on Indemnification. (a) Notwithstanding anything Subject to the other limitations contained 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 RepresentationsAgreement, with respect to which this Section 7.4(a) shall not apply) unless and the matters described in [*], the Company will have no Liability with respect to such matters until Buyer and Parent suffer an Indemnitees have suffered aggregate amount of Losses by reason of all such matters breaches in excess of [*] U.S. Dollars ($175,000 [*]) (the “DeductibleThreshold”), and Buyer and Parent after which point the Company will be entitled obligated to recover only those indemnify Buyer Indemnitees from and against all Losses above the Threshold; provided, that exceed such amountthe foregoing limitations shall not apply in respect of any Losses relating to [*] or [*]. (b) Notwithstanding anything Except with respect to [*] or [*], in this Agreement no event shall the Company’s aggregate Liability (whether satisfied from the Escrow Fund, set-off against the Contingent Payments or payment directly by the Company) for indemnification pursuant to the contrary, [*] exceed: (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[*], other than with respect to which this Section 7.4(b) shall not apply) unless and until Seller suffers [*], an aggregate amount equal to the sum of Losses by reason [*] plus [*] that [*]; (ii) with respect to [*], an aggregate amount equal to the sum of such matters in excess [*] plus [*] that [*]; and (iii) with respect to [*], including [*] and [*], the sum of [*] plus [*] that [*] (the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountapplicable amount under clauses “(i),” “(ii)” or “(iii),” the “Cap”). (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (Except with respect to which this Section 7.4(c) [*] or [*], in no event shall not apply), the maximum Buyer’s aggregate obligation of Seller Liability for indemnification with respect to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not [*] exceed $2.3 million (the “Cap”)[*]. Notwithstanding anything [*] = Certain confidential information contained in this Agreementdocument, marked by brackets, has been omitted and filed separately with the maximum liability Securities and Exchange Commission pursuant to Rule 24b-2 of Seller for any Losses claimed by Buyerthe Securities Exchange Act of 1934, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Selleras amended. (d) Notwithstanding anything in The Buyer Indemnitees shall be entitled to, and shall seek payment of, indemnification obligations pursuant to this Agreement to the contrary and except for the Fundamental Representations ARTICLE 7: (i) with respect to which this Section 7.4(d[*] (except for [*] or [*]) shall not applyfirst by making a claim against the Escrow Fund, and after the Escrow 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 maximum aggregate obligation of Buyer Escrow Fund or [*], or, after such time as the Escrow Fund has been exhausted, by [*], and Parent (iii) with respect to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed [*], by [*], by [*], or by [*] (in all cases subject to 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 Pricelimits above). (e) Notwithstanding anything in this Agreement In no event shall the Company or its Affiliates have any Liability to indemnify any Buyer Indemnitee for [*] (except to the contrary extent such Buyer Indemnitee is liable for such damages and except with respect losses 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s paymentparty). 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will The Securityholders shall have no obligation liability pursuant to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a8.2(a)(i) (except or Section 8.2(b)(i) with respect to Fundamental RepresentationsLosses except to the extent that the aggregate amount of such Losses exceeds an amount equal to $3,000,000 (the “Basket”); provided, with respect that, in the event the Basket is exceeded, all of the applicable Losses from the first Dollar shall, subject to which the other terms and conditions hereof, be recoverable; and; provided, further, that this Section 7.4(a8.4(a) shall not apply) unless apply to any breach of any representation and until Buyer and Parent suffer an aggregate amount warranty based on Fraud or intentional misrepresentation of Losses by reason of such matters in excess of $175,000 a material fact (the “Deductible”but not negligent misrepresentation), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will The Securityholders shall have no obligation liability pursuant to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a8.2(a)(i) (except or Section 8.2(b)(i) 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 DeductibleIndemnity Escrow Amount, and Seller will the Indemnity Escrow Amount fund and Earnout setoffs contemplated in Section 8.8 shall be entitled the sole sources of recovery by a Buyer Indemnified Person in respect of such Losses (and in the priorities contemplated in Section 8.8); provided, that this Section 8.4(b) shall not apply to recover only those Losses that exceed such amountany breach of any representation and warranty based on Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation). (c) Notwithstanding anything The Securityholders shall have no liability pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) for Losses in this Agreement to the contrary and except for the Fundamental Representations (with respect to which of any individual claim unless such Losses arising from such individual claim exceed $15,000; provided, that this Section 7.4(c8.4(c) shall not applyapply to any breach of any representation and warranty based on Fraud or intentional misrepresentation of a material fact (but not negligent misrepresentation), 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (Other than with respect to which this Section 7.4(dFraud 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 applynegligent misrepresentation), the maximum aggregate obligation Buyer shall have no liability pursuant to Article 8 in excess 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. (ef) Notwithstanding anything 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 Agreement to the contrary and except extent that the Buyer Indemnified Persons (i) have already recovered Losses with respect to Seller’s failure such matter pursuant to pay Taxes as required under Section 6.10(a) another provision of this Agreement 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 ii) have already recovered 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 such matter 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 Lossanother Securityholder. (g) For purposes If a state of this Article 7, the calculation of Losses facts exists that would allow a Buyer Indemnified Person to seek recovery under both Section 8.2(a)(i) (with respect to any breach of representations a representation or warranty of the Company other than any Fundamental representation) and warranties, shall be determined without regard 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 “material,” “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 all material respects” respect of 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 “Material Adverse Effect” qualification contained thereinwarranty of Buyer other than any Fundamental representation) and Section 8.3(c) (solely with respect to failure of Buyer to notify the Company, 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. Subject to the provisions of Section 9.7: (a) Notwithstanding anything no indemnification shall be payable to a Buyer Indemnified Person as a result of any Losses arising under Section 9.2(a)(i) or to 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 all Buyer Indemnified Persons or Company Indemnified Persons, as applicable, exceeds $25,000 (the “Basket”), whereupon (in this Agreement each case subject to Sections 9.4(b)(i) and 9.4(c)(i), as applicable, below) the Buyer Indemnified Persons or the Company Indemnified Persons, as applicable, shall be entitled to receive the amount of all Losses, including the Basket; provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the Excepted Representations; (b) the maximum aggregate Losses payable to the contrary, Buyer Indemnified Persons pursuant to (i) Seller will have no obligation Section 9.2(a)(i) shall be an amount equal to indemnify $250,000 (the “Mini Cap”); provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the Excepted Representations; (ii) Section 9.2(a)(ii) through 9.2(a)(ix) shall be an amount equal to the Remaining Payments; and (iii) Section 9.2(a)(viii) shall be an amount equal to the Escrow Amount; and (c) the maximum aggregate Losses payable to the Company Indemnified Persons pursuant to (i) Section 9.3(a) shall be an amount equal to the Mini Cap; provided, however, that the foregoing shall not apply to 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 Remaining Payments (except that the Buyer, Parent ’s and their Other Indemnified Persons, collectively, HSCC’s aggregate liability for claims for Losses under Section 7.2(a) (9.3 shall be reduced by the Mini Cap on the first anniversary of the Closing Date, except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses claims made by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Company Indemnified Persons under Section 7.2(a9.3(a) will not exceed $2.3 million (on or before the “Cap”). Notwithstanding anything first anniversary of the Closing Date in accordance with this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent which shall survive and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement be subject to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(dMini Cap until such time as such claim(s) shall not applyhave been resolved), 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

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) The Buyer Indemnitees shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses under SECTION 12.01 unless a claim has been asserted by written notice, specifying the details of the matter giving rise to the indemnity claim to HGHC on or prior to the two (2) year anniversary of the Closing Date; provided, however that exceed such amountthere shall be no limitation on the time for submitting a claim for or arising out of or related to (i) the Merger Lawsuits, or (ii) an allegation of breach of the representations in the first two sentences of SECTION 2.02, clause (a) of the fourth sentence in SECTION 2.02 and SECTION 2.03; provided, further, that the indemnity claim made pursuant to SECTION 2.09 must be asserted within sixty (60) days of the end of the applicable statute of limitations period, after giving effect to any extensions thereof (and including any applicable statute of limitations for a taxable year of the Surviving Corporation for which a breach of SECTION 2.09(a) could result in an increased liability for Taxes of the Surviving Corporation). (b) Notwithstanding anything in this Agreement to the contrary, (i) The 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) Indemnitees shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those under SECTION 12.01: (i) to the extent the aggregate claims for Indemnity Losses that of the Buyer Indemnitees are less then $1,000,000 (the "Basket") or exceed $13,950,000 (whether such amount. (c) Notwithstanding anything amounts have been paid directly by HGHC or out of the Indemnification Escrow, collectively, the "Cap"), except as otherwise provided in SECTION 12.08; PROVIDED THAT if the aggregate of all claims for Indemnity Losses equals or exceeds the Basket, then Buyers shall be entitled to recover for all such Indemnity Losses subject to the limitations in this Agreement SECTION 12.06(b) or (ii) to the contrary extent the subject matter of the claim is covered by insurance (including title insurance) and except for such insurance is collected by 50 the Fundamental Representations Buyer Indemnitees; or (iii) to the extent that the matter in question, taken together with all similar matters, does not exceed the amount of any reserves with respect to such matters which this Section 7.4(care reflected in the Financial Statements; or (iv) to the extent the matter in question was taken into account in the computation of the Merger Consideration pursuant to ARTICLE I. To the extent the subject matter of a claim is covered by a reserve reflected in the Financial Statements, the value of such claim shall not apply), be included in determining whether 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Indemnity Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not equal or exceed the Purchase Price received Basket. If HGHC pays Buyer Indemnitees for a claim and subsequently insurance in respect of such claim is collected by Seller. (d) Notwithstanding anything in this Agreement the Buyer Indemnitees then Buyer Indemnitees shall remit the money back to HGHC. In addition, if HGHC pays Buyer Indemnitees for a claim and subsequently 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) Indemnitees 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 their shareholders realize a Party for which indemnification is sought under this Article 7 there will be deducted the amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party net Tax benefit as a result of any expense, payment or related other item giving rise to any such Loss, and (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 theretopayment, the Indemnified Party will promptly Buyers shall pay to HGHC the Indemnifying Party the aggregate amount of such proceedsnet Tax benefit as soon as practicable following the realization of such benefit. The guidelines for determining the amount and timing of the realization, recoveries or and the provision for subsequent adjustments, of net 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 set forth in SECTION 11.02(b) shall apply 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, SECTION 12.06(b). HGHC and the calculation Buyers agree to treat any payments in respect of Indemnity Losses with respect as adjustments to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinthe Merger Consideration.

Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under clause (a) Notwithstanding anything in this Agreement of Section 6.2 or 6.3, as the case may be: (w) for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date; (x) to the contraryextent Losses incurred by the Buyer Indemnified Parties in the aggregate under clause (a) of Section 6.2 or by the Seller Indemnified Parties in the aggregate under clause (a) of Section 6.3, as applicable, exceed a dollar amount equal to One Million Dollars ($1,000,000) (the “Indemnification Cap”); provided, that with respect to any claims for breaches of any Special Reps, the Indemnification Cap shall be an amount equal to fifty percent (50%) of the Stock Consideration; and unless and until the actual Losses of the Buyer Indemnified Parties, collectively, or the Seller Indemnified Parties, collectively, as applicable, exceed an aggregate amount equal to Two Hundred and Fifty Thousand Dollars ($250,000) (the “Basket”), in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) (including the first dollar of Losses of the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, required to reach the Basket); provided, however, that the Basket and the Indemnification Cap shall not apply to (i) Seller will have no obligation indemnification claims to indemnify Buyer, Parent the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and their Other Indemnified Persons, collectively, (ii) indemnification claims based in whole or in part upon Fraud. The Basket and the Indemnification Cap shall apply only to indemnification claims made under clause (a) of Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) 6.2 or 6.3 and shall not apply) unless and until Buyer and Parent suffer an aggregate amount affect or apply to any other indemnification claim made pursuant to this Agreement, including those asserted under any other clause of Losses by reason of Section 6.2 or 6.3 (collectively such matters in excess of $175,000 (the Losses, “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “CapExempted Losses”). Notwithstanding anything in this AgreementFor avoidance of doubt, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed all indemnifiable matters (including the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(dExempted Losses) 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 limited to an amount less than the amount in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafter, and with respect equal to claims in excess fifty percent (50%) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment)Stock Consideration. In addition, with respect to Buyer and Parent, the amount of any Loss for which indemnification the Buyer is payable being indemnified under sub-clauses (a), (b) and (c) of Section 6.2, Seller shall only bear and be liable for 56.6% of such Losses. Losses shall not include any indirect, special, exemplary, consequential, punitive damages or damages determined by a multiple, except in each case to the extent actually awarded to a third-party who is not a party to this Agreement or an Affiliate of a party to this Agreement. Notwithstanding any contrary provision of this Article VI, until such time as all of the Exchange Shares have been registered for resale with the SEC or may be resold pursuant to Rule 144, or until the liquidated damages paid to Seller under Section 5.9(b) equal at least One Million Dollars ($1,000,000), Seller’s obligations under this Article 7 will be net of all reserves provided VI to indemnify any Buyer Indemnified Parties for in the Final Net Book Value relating to such Loss. (g) For purposes of this Article 7, the calculation of any Losses with respect to any breach of representations and warranties, shall be determined without regard suspended and no action may be taken to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinenforce the same.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs: (i) Seller will not have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, any liability for Losses under Section 7.2(a7.02(c) (except other than with respect to Fundamental a breach of Sections 2.01 (Organization), 2.02 (Authorization), 2.03(v) (Security Interests), 2.04(a), 2.04(b), 2.04(c), 2.10 (Brokers), and 2.11 (Title) (collectively, the “Seller Specified Representations, with respect to which this Section 7.4(a”) shall not applyor a Deliberate Breach) unless and until Buyer and Parent suffer an the aggregate amount Losses suffered by the Acquiror Indemnitees thereunder exceeds one percent (1%) of Losses by reason of such matters in excess of $175,000 the Cash Purchase Price (the “Deductible”), and Buyer and Parent will be entitled then only to recover only those Losses that exceed the extent of such amount.excess; (bii) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, Seller’s aggregate liability for Losses under Section 7.3(a7.02(c) (except other than 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 a breach of Losses by reason of such matters in excess any of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Specified Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(aor any Deliberate Breach) will not exceed $2.3 million eight percent (8%) of the Cash Purchase Price (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller.; (diii) Notwithstanding anything in this Agreement to the contrary and except Acquiror will not have any liability for the Fundamental Representations Losses under Section 7.01(c) (other than with respect to which this Section 7.4(d) shall not applya breach of Sections 3.01 (Organization), 3.02 (Authorization), 3.04 (Brokers) and 3.05 (Financing) (collectively, the maximum “Acquiror Specified Representations”) or a Deliberate Breach) unless and until the aggregate obligation Losses suffered by the Seller Indemnitees thereunder exceeds the Deductible, and then only to the extent of Buyer and Parent to indemnify Seller and its Other Indemnified Persons such excess; (iv) Acquiror’s aggregate liability for Losses under Section 7.3(a7.01(c) (other than with respect to a breach of any of the Acquiror Specified Representations or any Deliberate Breach) 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. (eb) Notwithstanding anything in this Agreement to the contrary For purposes of Sections 7.01(c) and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g7.02(c), Buyer’s primary means any qualification in any such representation or warranty as to materiality, Joy Business MAE, Cream Suds Business MAE or Acquiror MAE will be taken into account for purposes 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)determining whether such representation or warranty has been breached, 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 but in the Escrow Account unless and until the Escrow Account event that such representation or warranty has been exhausted. Thereafterdetermined to have been breached, and with respect such qualification as to claims in excess materiality, Joy Business MAE, Cream Suds Business MAE or Acquiror MAE will thereafter be disregarded for purposes of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunder. (f) In calculating determining the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted arising from such breach and the 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 (ii) any Tax benefit actually realized in or prior to applicable Indemnitee may recover 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 entire amount of such proceeds, recoveries or Tax benefits (up Losses subject 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 limitations set forth in this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such LossVII. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. 5.3.1 The provisions for indemnity under Section 5.1.1(a) shall be effective only (a) for any individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds [***] and (b) when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances in excess of [***] for which indemnification is sought from Sellers exceeds [***], in which case the Buyer Indemnitee shall be entitled to indemnification of such Buyer Indemnitee’s Losses in excess thereof. In no event shall Sellers have liability for indemnification under Section 5.1.1(a) for any amount exceeding, in the aggregate, [***]; provided, however, that (x) the foregoing limitations on indemnification under this Section 5.3.1 shall not apply to breaches of any Fundamental Representations or to any claims for indemnification based on common law fraud and (y) Sellers shall not have liability for indemnification under Section 5.1.1(a) with respect to breaches of any Fundamental Representations or Section 5.1.1(b) for any amount exceeding, in the aggregate, the Closing Payments. Notwithstanding anything in this Agreement to the contrary, no Party shall be liable for any Loss to the extent arising from (ia) Seller will have no obligation a change in accounting or taxation Law, policy or practice made after the Closing, other than a change required to indemnify Buyercomply with any Law, Parent policy or practice in effect on the Closing Date, (b) any Law not in force on the date hereof or any change in Law which takes effect retroactively, or (c) any increase in the rates of taxation in force on the Closing Date. 5.3.2 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by such Party upon and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect after becoming aware of any event or condition that would reasonably be expected to Fundamental Representations, with respect give rise to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate any indemnification rights hereunder. The amount of Losses recovered by reason of an Indemnified Party under Section 5.1.1 or Section 5.1.2, as applicable, shall be reduced by (a) any amounts actually recovered by the Indemnified Party from a Third Party in connection with such matters in excess of $175,000 (the “Deductible”), claim and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement the amount of any insurance proceeds actually paid to the contraryIndemnified Party relating to such claim, in each case (i(a) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons(b)), 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 net of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation Indemnified Party’s costs of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”)recovery. Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 Sellers each shall use commercially reasonable efforts to indemnify Seller pursue claims against Third Parties 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 to collect insurance proceeds 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 hereunderSellers under Section 5.1. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 benefits1. If any such proceeds, recoveries or Tax benefits amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnified Party with respect to any Loss after the Indemnifying Party has made a payment of the full amount otherwise required to the be paid to an Indemnified Party with respect theretopursuant to this Article 5, the Indemnified Party will promptly pay 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 5 had such amounts been received prior to such payment. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] 5.3.3 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 5.1.1 or Section 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 proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such proceedspayment. 5.3.4 Except for the Fundamental Representations, recoveries which shall survive until 45 days after the expiration of the applicable statute of limitations, the representations and warranties of Sellers and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect thereafter through and including the first anniversary of the Closing Date. Any obligation of a Party to indemnify the other Party in respect of any breach of any covenant or Tax benefits (up agreement which is to be performed following the Closing shall survive until the earlier of performance of the covenant or agreement and the applicable statute of limitations, except as otherwise specified herein. 5.3.5 For the avoidance of doubt, no Indemnified Party shall be entitled to indemnification under this Article 5 in respect of any Loss to the amount extent such Indemnified Party has been previously indemnified or reimbursed in respect of the Indemnifying Party’s payment). In addition, with respect such Loss pursuant to Buyer and Parent, any other provision of this Agreement or any provision of any Ancillary Agreement. 5.3.6 For purposes of calculating the amount of any Loss for which indemnification is payable under this Article 7 will be net Losses arising out of all reserves provided for in the Final Net Book Value relating or related to such Loss. (ga) For purposes of this Article 7, the calculation of Losses with respect to any breach by Sellers of any of the representations of warranties made by Sellers in Article 3 and warranties(b) any breach by Buyer of any of the representations of warranties made by Buyer in Article 3, shall be determined without regard any references in any such representation or warranty to any “material,” “in all material respectsmateriality,” or “Material Adverse Effect,” qualification contained thereinor similar materiality-based qualifications shall be disregarded.

Limitations on Indemnification. (a) Notwithstanding anything any provision contained in this Agreement Article 11 to the contrary, (ia) Seller will have no obligation Indemnitee shall be entitled to indemnify Buyer, Parent assert any claim for indemnification in respect of breach(es) of representations and their Other Indemnified Persons, collectively, warranties under Section 7.2(a11.2(a) or Section 11.3(a) until such time as all claims for indemnification under this Article 11 by such Indemnitee (except with respect to Fundamental Representations, with respect to which this Section 7.4(aand all related Indemnitees) hereunder shall not apply) unless and until Buyer and Parent suffer an exceed $50,000 in the aggregate amount of Losses by reason of such matters in excess of $175,000 (the “DeductibleBasket”), but then all such amounts shall be recoverable and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller any indemnification obligations of an Indemnifying Party for breaches of representations 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) warranties shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 3.8 million (the “CapClaims Limitation”). Notwithstanding anything in this Agreement; provided, however, that the maximum liability of Seller for any Losses claimed by Buyer, Parent Basket and their respective Other Indemnified Persons, collectively, under this Agreement the Claims Limitation shall not exceed apply (i) if the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement Indemnifying Party shall have provided information to Buyer or to the contrary Company and except for Sellers, as the Fundamental Representations case may be, in connection herewith or made any representation or warranty contained herein that, in either case, was fraudulent or was known to be inaccurate when made or (with respect ii) to which this any breach(es) of the representations and warranties contained in Section 7.4(d) shall not apply4.1 (Organization and Power); Section 4.2 (Capitalization; Options and Stockholder Rights), the maximum aggregate obligation of Buyer and Parent Section 4.3 (No Subsidiaries), Section 4.4 (Authority; Validity), Section 4.10 (Title to indemnify Seller and its Other Indemnified Persons under Purchased Assets), Section 7.3(a) will not exceed the Cap. Notwithstanding anything in this Agreement4.24 ( Employee Arrangements; ERISA), 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(a4.25 ( Tax Matters) or (gSection 4.28 ( Brokers), 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 the right of collection directly from Seller for to offset against any claims for Losses that aggregate amounts to be paid by Buyer to Sellers pursuant to Section 2.2(b)(ii) or otherwise to satisfy an amount less than the amount indemnification claim brought by Buyer in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafter, and accordance 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 Loss11. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation shall not be required to indemnify BuyerPurchaser, 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) Purchaser shall not apply) be required to indemnify Seller, unless and until Buyer and Parent suffer an the aggregate amount of all Losses incurred by Purchaser or Seller pursuant to Sections 5.1 or 5.2 (as the case may be), exceeds $100,000. Once such aggregate amount of Losses incurred by reason of such matters Purchaser, on the one hand, or Seller, on the other hand, exceeds $100,000, Purchaser or Seller, as the case may be, shall thereupon be entitled to indemnification only for amounts in excess of such $175,000 100,000; provided, however that the limitations contained in this sentence and the immediately preceding sentence shall not apply to any claim of common law fraud, any claims for indemnification for Excluded Liabilities, any claims under clause (e) of Section 5.1, any claims under clause (c) of Section 5.1 relating to Huntington Covenants or any claims under clause (c) of Section 5.1 relating to Section 6.10 of the “Deductible”)Huntington Representations and Warranties. In addition, no party hereto shall assert any claim for indemnification hereunder, including claims relating to Excluded Liabilities, to which such party is otherwise entitled unless and Buyer and Parent will until the aggregate of all such Losses (including any related claims for Losses or any claims for Losses arising out of the same operative set of facts) submitted for indemnification at such time exceeds $10,000, at which time all such Losses may be entitled to recover only those Losses that exceed such amountasserted. No party hereto shall have any obligation hereunder for any consequential liability, damage or loss or any lost profits. (b) Notwithstanding anything in this Agreement to Neither Seller, on the contraryone hand, (i) Buyer will have no obligation nor Purchaser, on the other hand, shall be obligated 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 Deductible, and Seller will be entitled to recover only those other for Losses that exceed $5,000,000 in the aggregate with all Losses asserted by such amountparty; provided, however that the limitations contained in this sentence shall not apply to any claim of common law fraud, claims for indemnification for Excluded Liabilities or claims under clause (e) of Section 5.1. (c) Notwithstanding anything in this Agreement to Following the contrary Closing, the sole and except for exclusive remedy of the Fundamental Representations (parties hereto with respect to which this Section 7.4(cany and all claims relating to the matters addressed in Sections 5.1 and 5.2 (other than claims of common law fraud) shall not apply), be pursuant to 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 “Cap”). Notwithstanding anything indemnification provisions set forth in this Agreement, Article V; provided however that the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under parties may seek to enforce specifically this Agreement shall not exceed and the Purchase Price received by Sellerterms and conditions hereof. (d) Notwithstanding anything Nothing in this Agreement to Article V shall affect the contrary rights and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), the maximum aggregate obligation remedies of Buyer and Parent to indemnify Purchaser or 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 any of their covenants or agreements to be determined without regard to any “material,” “in all material respects” performed at or “Material Adverse Effect” qualification contained thereinafter the Effective Time.

Limitations on Indemnification. (a) Notwithstanding anything No Purchaser Indemnified Party shall be entitled to make an indemnity claim, either individually or together with other related indemnity claims arising out of the same event, facts or circumstances, for any Losses not exceeding Ten Thousand Dollars ($10,000) in the aggregate for such claim or series of related claims. The limitations set forth in this Agreement Section 11.5(a) shall not apply to a breach of any of 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 Seller’s Fundamental Representations, with respect to which this the representations and warranties contained in Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 5.15 (the “Deductible”Tax Matters), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountSection 5.12 (Environmental Matters), the covenant contained in Section 7.1(l) or the indemnity in any of Section 11.2(c) or Section 11.2(d). (b) Notwithstanding anything Seller shall have no liability arising out of or relating to Section 11.2(a) and Purchaser shall have no liability arising out of or relating to Section 11.3(a) unless the aggregate Losses actually incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, arising therefrom exceed one percent (1%) of the Purchase Price (and then only to the extent that such Losses exceed such amount). The limitations set forth in this Agreement to the contrary, (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(b11.5(b) shall not apply) unless and until Seller suffers an aggregate amount apply to a breach of Losses by reason of such matters in excess any of the Deductible, Seller’s Fundamental Representations or the representations and Seller will be entitled to recover only those Losses that exceed such amountwarranties contained in Section 5.15 (Tax Matters). (c) Notwithstanding anything in this Agreement (i) Seller’s liability arising out of or relating to Section 11.2 (other than breaches of the contrary and except for the Seller’s Fundamental Representations and the representations and warranties contained in Section 5.15 (with respect to which this Tax Matters) or the indemnity in any of Section 7.4(c11.2(b), Section 11.2(c), or Section 11.2(d)) shall not applyexceed twelve and one half percent (12.5%) of the Purchase Price; (ii) Purchaser’s liability arising out of or relating to Section 11.3 (other than breaches of Purchaser’s Fundamental Representations) shall not exceed twelve and one half percent (12.5%) of the Purchase Price; and (iii) Seller’s liability for breaches of any of Seller’s Fundamental Representations, the representations and warranties contained in Section 5.15 (Tax Matters) or arising out of Section 11.2(b), the maximum aggregate obligation Section 11.2(c), or Section 11.2(d) and Purchaser’s liability for breaches of Seller to indemnify BuyerPurchaser’s Fundamental Representations, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Price; provided, however, Seller. (d) Notwithstanding anything ’s aggregate liability and Purchaser’s aggregate liability for all breaches of their respective representations, warranties, covenants or agreements 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. (d) Notwithstanding the foregoing, the limitations set forth in Sections 11.5(a), 11.5(b) and 11.5(c) shall not apply to any Losses resulting from or arising out of fraud, gross negligence, willful misconduct or intentional breach, and no recovery of any such Losses shall accrue towards or reduce the limitations on liability set forth in Section 11.5(c). (e) Notwithstanding anything For the avoidance of doubt, the limitations set forth in Sections 11.5(a), 11.5(b) and 11.5(c) that pertain to Section 11.2(a) or 11.2(b) shall not apply to any claim for indemnification made pursuant to Section 11.2(d) on account of the fact that the facts and circumstances giving rise to such indemnification claim constitute a breach of representation or warranty set forth 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 covenant or agreement made 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 7 there will be deducted the amount of (i) any insurance proceeds Agreement or any other recovery from a third party actually paid to such Party as a result of or related to any such Loss, and (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 such proceeds, recoveries or 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 LossAncillary Agreement. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will No party hereto shall have no any indemnification obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, an indemnified party arising under Section 7.2(a) (except with respect to Fundamental Representationsthis ARTICLE 10 until the aggregate amount of all Losses suffered by an indemnified party, with respect to indemnification obligations under this ARTICLE 10, exceeds $500,000 (the "BASKET") in which this Section 7.4(a) case the applicable indemnifying party shall not apply) unless and until Buyer and Parent suffer an be obligated for the aggregate amount of Losses by reason such excess over $500,000; PROVIDED that the maximum amount that an indemnifying party shall be required to pay in respect of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in all indemnification obligations owed under this Agreement to the contrary, (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) an indemnified party shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 5,135,043 (the “Cap”"CAP"). Notwithstanding anything in this Agreement; PROVIDED, the maximum liability of Seller for any Losses claimed by BuyerFURTHER, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the amount none of (i) any insurance proceeds or any other recovery from a third party actually paid the Seller's indemnification obligations with respect to such Party as a result of or related to any such LossSECTION 2.16 (Environmental Matters), and (ii) the Seller's obligations under SECTION 5.4 (d)(ii), (iii) any Canadian federal, provincial or local Tax benefit actually realized liabilities of or imposed on or assessed or reassessed against any of the Companies, including, without limitation, corporate income Taxes, commodity Taxes (including, without limitation, Quebec goods and services tax and sales tax), payroll withholding taxes, employer health taxes and Part XIII withholding taxes in respect of payments to non-residents, for any period ending on or prior to the Taxable year in which Closing Date, except to 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 extent of any amounts specifically accrued for any such proceedsTaxes on the 2000 Financial Statements, recoveries or Tax benefits are received by (iv) the Indemnified Party with respect to any Loss after Seller's obligations under SECTIONS 4.2 and 4.3, (v) the Indemnifying Party has made a payment to Seller's obligations under SECTION 5.9, (vi) the Indemnified Party with respect theretoSeller's obligations under SECTION 10.2(f), (vii) the Indemnified Party will promptly pay to Seller's and the Indemnifying Party the amount of such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.Purchaser's obligations under

Limitations on Indemnification. (a) Notwithstanding anything to the contrary in this Agreement Agreement, Buyer shall not be liable to the contrarySeller Indemnified Parties, and Sellers shall not be liable to the Buyer Indemnified Parties, (i) Seller will have no obligation in respect of any Losses incurred or suffered by such Indemnified Party in connection with any individual Claim, unless such Losses exceed an amount equal to indemnify Buyerfifty thousand US Dollars ($50,000) (a “Qualifying Loss”), Parent and their Other Indemnified Persons, collectively, (ii) in respect of Claims under Section 7.2(a10.2(a)(i) or Section 10.2(b)(i) (except other than with respect to Fundamental RepresentationsRepresentations or any Claims arising from, in connection with respect or related to which this Section 7.4(a) shall not apply) unless and Fraud), until Buyer and Parent suffer an such time as the aggregate amount of all Losses claimed by reason of such matters in excess of the Indemnified Parties under Section 10.2(a)(i) or Section 10.2(b)(i) exceeds Five Hundred Thousand US Dollars ($175,000 500,000) (the “Deductible”), and Buyer and Parent will be entitled to recover then only those Losses that exceed for such amount. (b) Notwithstanding anything in this Agreement to portion of the contrary, (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 all Qualifying Losses by reason of such matters in excess of the Deductible, and Seller will be entitled . The aggregate liability of a Party in respect of claims for indemnification pursuant to recover only those Losses that exceed such amount. Section 10.2(a)(i) or Section 10.2(b)(i) (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (other than with respect to which this Section 7.4(cFundamental Representations or any Claims arising from, in connection with or related to Fraud) shall 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 Nine Million US Dollars ($2.3 million (the “Cap”9,000,000.00). Notwithstanding anything Sellers’ aggregate Liability under this Agreement or otherwise in this Agreement, connection with the maximum liability of Seller for any Losses claimed transactions contemplated by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement an amount equal 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. (eb) Notwithstanding anything With respect to each indemnification obligation in this Agreement Agreement: (i) all Losses shall be net of any insurance proceeds actually received by the Indemnified Party from a Third Party insurer, net of costs reasonably incurred by the Indemnified Party in seeking such collection (“Eligible Insurance Proceeds”); (ii) in no event shall an Indemnifying Party have Liability to the contrary Indemnified Party for any consequential, special, incidental, indirect, punitive, exemplary, speculative, indirect or remote damages, damages for lost profits, damages based upon a multiple of earnings or diminution in value, or any similar damages, regardless of whether such damages were reasonably foreseeable, except to the extent payable in connection with a Third Party Claim; and except with (iii) all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Seller’s failure Section 10.2 shall be treated as adjustments to the Purchase Price for Tax purposes (unless otherwise required by a final determination, within the meaning of section 1313 of the Code (or similar provision of state, local or non-U.S. Tax Law)). (c) In any case where an Indemnified Party recovers from a Third Party any Eligible Insurance Proceeds or any other amount in respect of any Losses for which an Indemnifying Party has actually paid or reimbursed such Indemnified Party pursuant to this Article 10, such Indemnified Party shall promptly pay Taxes as required under Section 6.10(a) over to the Indemnifying Party such Eligible Insurance Proceeds or the amount so recovered (gafter deducting therefrom the amount of expenses incurred by it in procuring such recovery), 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 but not 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 7 there will be deducted the amount sum of (i) any insurance proceeds amount previously paid by the Indemnifying Party to or any other recovery from a third party actually paid to on behalf of the Indemnified Party in respect of such Party as a result of or related to any such Loss, claim and (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 amount expended 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 in pursuing or defending any claim arising out of such proceeds, recoveries or 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 Lossmatter. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have in no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, event shall the cumulative indemnification obligations of the Stockholders under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”8.2(a), and Buyer and on the one hand, or Parent will be entitled under Section 8.2(b), on the other hand, in the aggregate exceed an amount equal to recover only those Losses that exceed such amountthe Escrow Amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation the Stockholders shall not be liable to indemnify Seller and its Other Indemnified Persons, collectively, the Parent Indemnitees for indemnification under Section 7.3(a8.2(a) to the extent such Losses were included in the determination of the amounts reflected on the Conclusive Statement (except with respect to Fundamental Representations, with respect to which this Section 7.4(b) it being understood that the Stockholders shall not apply) unless and until Seller suffers be liable pursuant to this Article VIII to the extent an aggregate amount of Losses item was substantially resolved by reason of such matters the Independent Accountant in excess connection with the determination of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountConclusive Statement). (c) Notwithstanding anything in this Agreement to the contrary and except contrary, the Stockholders shall not be liable to the Parent Indemnitees for the Fundamental Representations indemnification under Section 8.2(a) (other than with respect to which this a claim for indemnification based upon, arising out of, with respect to or by reason of (1) any inaccuracy in or breach of any representation or warranty in Section 7.4(c4.1, Section 4.2, Section 4.3, Section 4.13, and Section 4.16 or (2) shall not applythe exercise by any holder of its statutory appraisal rights referred to in Section 2.5 (collectively, the “Parent Basket Exclusions”), until the maximum aggregate obligation amount of Seller to indemnify Buyer, Parent and their Other Indemnified Persons all Losses in respect of indemnification under Section 7.2(a8.2(a) will not exceed (other than those based upon, arising out of, with respect to or by reason of the Parent Basket Exclusions) exceeds five million dollars ($2.3 million 5,000,000) (the “CapBasket Amount”). Notwithstanding anything , whereupon the Parent Indemnitees shall be entitled to receive only amounts for Losses in this Agreementexcess of the Basket Amount, in which case, the maximum liability Parent Indemnitees shall be entitled to indemnification for the amount of Seller such Losses up to the amounts then available in the Escrow Account. No individual claim (or series of related claims arising from the same underlying facts, events or circumstances) by a Parent Indemnitee may be asserted (and no Parent Indemnitee shall be entitled to indemnification with respect to any such claim or series of related claims arising from the same underlying facts, events or circumstances) with respect to Section 8.2(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of the exercise by any holder of its statutory appraisal rights referred to in Section 2.5) unless the aggregate amount of Losses claimed by Buyerthat would be payable with respect to such claim (or series of related claims arising from the same underlying facts, Parent events or circumstances) exceeds an amount equal to $100,000, and their respective Other Indemnified Personsany such individual claim (or series of related claims arising from the same underlying facts, collectively, under this Agreement events or circumstances) for amounts less than $100,000 shall not exceed be applied to or considered for purposes of determining whether the Purchase Price received by SellerBasket Amount has been reached. (d) Notwithstanding anything in this Agreement to the contrary and except contrary, neither Parent nor Merger Sub shall be liable to the Stockholders for the Fundamental Representations indemnification under Section 8.2(b) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 5.1, Section 5.2, Section 5.4, Section 5.5 and Section 5.6 (collectively, the “Stockholder Basket Exclusions”), until the aggregate amount of all Losses in respect of indemnification under Section 8.2(b) (other than those based upon, arising out of, with respect to or by reason of the Stockholder Basket Exclusions) exceeds the Basket Amount, whereupon the Stockholder Indemnitees shall be entitled to receive only amounts for Losses in excess of the Basket Amount, in which this case, the Stockholder Indemnitees shall be entitled to indemnification for the amount of such Losses up to the amounts then available in the Escrow Account. No individual claim (or series of related claims arising from the same underlying facts, events or circumstances) by a Stockholder Indemnitee may be asserted (and no Stockholder Indmenitee shall be entitled to indemnification with respect to any such claim or series of related claims arising from the same underlying facts, events or circumstances) with respect to Section 7.4(d8.2(b) unless the aggregate amount of Losses that would be payable with respect to such claim (or series of related claims arising from the same underlying facts, events or circumstances) exceeds an amount equal to $100,000, and any such individual claim (or series of related claims arising from the same underlying facts, events or circumstances) for amounts less than $100,000 shall not apply), be applied to or considered for purposes of determining whether 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 PriceBasket Amount has been reached. (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 Solely 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 7VIII, the calculation of Losses with respect to any inaccuracy in or breach of representations and warranties, any representation or warranty shall be determined without regard to any qualifications or limitations as to “materialmateriality,” “in all material respectsCompany Material Adverse Effect,” or “Parent Material Adverse Effect” and words of similar import set forth therein; provided, however, any such qualification contained thereinor limitation shall not be disregarded for purposes of Section 4.6(i) or to the extent that it modifies the identification of applicable lists of agreements, contracts, instruments, insurance policies, environmental reports, Environmental Permits, Plans or Permits. (f) In addition to and without in any way limiting any other provisions or limitations of this Agreement that may apply, with respect to any claim asserted by any Parent Indemnitee for any Losses arising out of or related to any breach of any representations and warranties in Section 4.9 (Environmental Matters), neither the Stockholder Representative nor any Stockholders shall have any obligation to any Parent Indemnitee to the extent that such Losses arise out of: (i) any act or omission by or on behalf of any Parent Indemnitee that results in a Release of any Hazardous Substances, or that disturbs or exacerbates the condition of any Hazardous Substances, but such acts shall not include any sampling undertaken pursuant to subparagraph (iii)(A) or (iii)(B) hereof, provided that such sampling and any related activities are performed with due care; or, (ii) any lawsuit or administrative enforcement action brought or threatened to be brought by or before, any formal or informal directive or order issued by, or any investigation or remediation undertaken by, any Governmental Entity as a result of any soliciting or importuning by or on behalf of any Parent Indemnitee relating to the subject of such lawsuit, enforcement action, directive, order, investigation or remediation; or (iii) any sampling of soil, groundwater or other environmental media by or on behalf of or allowed by or on behalf of any Parent Indemnitee, unless (A) required by Environmental Law, or (B) required with respect to any improvement or construction to be undertaken by any Parent Indemnitee, or required to continue the existing uses of the Owned Real Property or Leased Facilities, or required to respond to claims by any Governmental Entity or third party that Hazardous Substances are migrating onto or have migrated onto property beyond the boundaries of the Owned Real Property or Leased Facilities, provided that reasonably in advance of any such sampling the relevant Parent Indemnitee shall notify in writing and consult with the Stockholder Representative regarding such plans and shall obtain the Stockholder Representative’s approval thereof, which the Stockholder Representative shall not unreasonably withhold; or (iv) any change in the use of any Owned Real Property or Leased Facilities from its current use to a new or different use that no longer involves manufacturing, warehousing, or other current use of such Owned Real Property or Leased Facilities.

Limitations on Indemnification. (a) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, (i) Seller’s and Shareholder’s aggregate liability under this Agreement, including without limitation liability to Buyer under any indemnity provision hereunder, shall not exceed Three Million Dollars ($3,000,000), and (ii) Seller will have no obligation and Shareholder shall not be liable under this Agreement unless and until (and then only to indemnify Buyerthe extent that) the Damages claimed by Buyer exceed One Hundred Thousand Dollars ($100,000); provided, Parent and their Other Indemnified Personshowever, collectivelythat (x) the limitations in this Section 12.2(a) shall not apply to any breach of Seller’s obligations in Sections 4.4(a), under Section 7.2(a) (except 4.5, 8.4, 8.5 hereof, Seller’s obligations with respect to Fundamental Representationsthe Retained Liabilities listed in paragraphs (a), (b) and (c) of Article 5 hereof, and Seller’s obligations in Article 13 hereof, and (y) neither Seller nor Shareholder shall have any liability to Buyer under Article 11 of this Agreement for any Damages arising from any Release or any Hazardous Substances in connection with any parcel of Real Property purchased by Buyer pursuant to Article 15 if (I) Buyer had actual knowledge of such Release or Hazardous Substance prior to consummating the purchase of such parcel of Real Property and (II) Buyer and Seller have not otherwise agreed in writing with respect to which this Section 7.4(a) shall not apply) unless the responsibility and until Buyer and Parent suffer an aggregate amount of Losses by reason of liability for such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled Release or Hazardous Substance prior to recover only those Losses that exceed consummating such amountpurchase. (b) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, (i) Buyer will have no obligation Buyer’s aggregate liability to indemnify Seller and its Other Indemnified Persons, collectively, or Shareholder 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum including without limitation liability of Seller for under any Losses claimed by Buyerindemnity provision hereunder, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. Three Million Dollars (d) 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$3,000,000), 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 7 there will be deducted the 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 (ii) any Tax benefit actually realized in or prior Buyer shall not be liable under this Agreement unless and until (and then only to the Taxable year extent that) the Damages claimed by Seller or Shareholder exceed One Hundred Thousand Dollars ($100,000); provided, however, that the limitations 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 such proceeds, recoveries or 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. (gSection 12.2(b) For purposes of this Article 7, the calculation of Losses with respect shall not apply to any breach of representations Buyer’s obligations with respect to payment of the Purchase Price, Buyer’s obligations in Section 4.4(b) hereof, Buyer’s obligations with respect to the Assumed Liabilities, and warranties, shall be determined without regard to any “material,” “Buyer’s obligations in all material respects” or “Material Adverse Effect” qualification contained thereinArticle 13 hereof.

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 No 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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent Party will be entitled to recover only those for Losses under Section 9.2(a), other than with respect to the Certain IIA Representations and the Tax Representations to which this Section 9.4(a) does not apply, (i) that exceed such amountindividually are in an amount of $25,000 or less (a “Minor Claim”) and which Minor Claims that are substantially related may be aggregated, or (ii) unless and until Losses (excluding Minor Claims) aggregate to an amount in excess of $325,000 (the “Basket”), in which case, the Indemnifying Party will be liable for the amount of all Losses sought by the Indemnified Party from the first dollar (i.e., including and in excess of the Basket). (b) Notwithstanding anything in this Agreement With respect to the contraryany Losses suffered or incurred by a Purchaser’s Indemnified Party under Section 9.2(a), such Purchaser’s Indemnified Party shall: (i) Buyer will have no obligation first recover such Losses from the Holdback Amount until the Holdback Amount has been depleted or released to indemnify Seller and its Other Indemnified Personspursuant to Section 9.1(b) before pursuing any other remedy hereunder; (ii) next, 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 following depletion or release of the DeductibleHoldback Amount, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement directly from Seller, subject to the contrary passing of the Applicable Survival Date and except the following limitations: the aggregate amount of all Losses for which the Fundamental Representations Purchaser Indemnified Parties shall be entitled to recover (A) under Section 9.2(a)¸other than with respect to which this Section 7.4(c) Losses associated with breaches of Intellectual Property Representations, Certain IIA Representations or Tax Representations, shall 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 6,500,000; (B) with respect to Losses associated with breaches of the “Cap”Intellectual Property Representations shall not exceed $13,000,000; and (C) for Losses associated with breaches of the Certain IIA Representations, Tax Representations or under Sections 9.2(b). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer9.2(c), Parent and their respective Other Indemnified Persons9.2(d), collectively9.2(e), under this Agreement 9.2(f), or 9.2(g) shall not exceed the Purchase Price received by Seller. (d) 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 amount 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. (ec) Notwithstanding anything in this Agreement to the contrary The aggregate indemnification obligations of Seller and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a) or (g)of Purchaser, Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder respectively, 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to capped at the amount of the Indemnifying Party’s payment). In additionPurchase Price actually received by Seller, 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 except in the Final Net Book Value relating case of Fraud (but exclusively to such Lossclaim of Fraud and any claims substantially related to Fraud). (gd) For purposes Each of this Article 7the representations, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to covenants, agreements or other obligations contained herein that contains any “Material Adverse Effect,” “material,” “in all material respects,” or similar materiality qualifications shall be read as though such qualifications were not contained therein for the purposes of determining the amount of Losses to which such Indemnified Party may be entitled under this Article IX. (e) Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this Agreement shall be paid without duplication and in no event shall (i) any Indemnifying Party be obligated to indemnify any Indemnified Party with respect to any Losses with respect to any matter to the extent such matter was taken into account in determining the final Purchase Price pursuant to Section 2.3; or (ii) any Indemnified Party be indemnified under different provisions of this Agreement for the same Losses so as to result in a duplicative recovery. (f) Amounts in respect of any Losses payable by any Indemnifying Party pursuant to the indemnification obligations under this Agreement shall be reduced by (i) any amounts actually received from third parties by or on behalf of the Indemnified Party (including applicable insurance proceeds) and (ii) any insurance proceeds (net of direct collection expenses) actually recovered by the Indemnified Party (such amounts and benefits are collectively referred to herein as “Material Adverse Effect” qualification contained thereinIndemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (x) the amount theretofore paid by the Indemnifying Party in respect of such claim, less (y) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

Limitations on Indemnification. (a) Notwithstanding anything No indemnified party will be entitled to make a claim against an indemnifying party pursuant to Section 8.3(a) or 8.3(b) unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such sections exceeds $300,000 in this Agreement the aggregate, in which case such indemnifying party’s liability shall be for the whole amount of such Indemnifiable Losses, and not just the excess, and in the case of indemnification pursuant to Section 8.3(a)(i), 8.3(a)(ii) or 8.3(b), but not in the case of 8.3(a)(iii) or 8.3(a)(iv), no more than $2.5 million in the aggregate. In addition, Purchaser agrees that Sellers make no representations or warranties whatsoever with respect to the contraryReserves, the development or adequacy thereof, or the collectibility of ceded reinsurance agreements, with respect to the insurance or reinsurance liabilities of any of the Acquired Companies, and that Sellers shall not be liable for any indemnity with respect to the foregoing. For purposes of this Agreement, (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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be indemnified party” means a Person entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, indemnification 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, (ii) ”indemnifying party” means a Person required to provide indemnification under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 (iii) ”Indemnifiable Losses” means any and all damages, claims, demands, losses, liabilities or expenses (including reasonable attorneys fees and expenses and court costs) for any Losses claimed by Seller and its Other Indemnified Persons, collectively, which an indemnified party is entitled to indemnification 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) Article VIII; provided, that no single or (g), Buyer’s primary means unrelated claim for breach of collecting on any Loss that is subject to indemnification by Seller hereunder representation or warranty shall be by receiving payment out of the Escrow Account (on the terms provided herein and the Escrow Agreement)deemed an Indemnifiable Loss under this Article VIII, 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. Thereafteramount of such claim equals or exceeds $10,000, and, provided, further, that in each case in which a breach of representation and with respect to claims in excess of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject warranty creates entitlement to indemnification hereunder. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and ParentVIII, the amount of any an Indemnifiable 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 of representations and warranties, shall be determined without regard taking into account any qualification as to any “material,” “in all material respects” materiality or “Material Adverse Effect” qualification Effect contained therein.

Limitations on Indemnification. (a) Notwithstanding anything With respect to any claim for indemnification, no Seller shall be liable under this Article IX for any Losses unless and until the aggregate amount of all such Losses incurred or suffered exceeds $570,000, at which time only Losses in this Agreement to the contraryexcess of $285,000 may be claimed; provided, however, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under this Section 7.2(a9.4(a) (except shall not apply with respect to Fundamental Representationsindemnification claims made pursuant to Section 9.1(a)(ii), with respect to which (iii) or (iv) of this Agreement and (ii) this Section 7.4(a9.4(a) shall not applyapply to claims for Losses arising from any breach of, or inaccuracy in, the representations and warranties contained in Sections 3.1 (Corporate Existence and Power), 3.2 (Authority to Execute and Perform Under Agreement), 3.3 (Governmental Authorization; Consents), 3.5 (Capitalization; Stockholders List), 3.14 (Brokers’ and Finders’ Fees) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 3.18 (Tax Matters) (collectively, the “DeductibleCore Representations”)) or from any breach of, and Buyer and Parent will be entitled to recover only those Losses that exceed such amountor inaccuracy in, any representation or warranty in the event of fraud committed by the Company or any of the Sellers in the execution or performance of this Agreement. (b) Notwithstanding anything In no event shall the aggregate amount of all indemnification obligations of Sellers under this Article IX exceed $9,500,000 in the aggregate; provided, however, that this Agreement Section 9.4(b) shall not apply to (and such Losses shall not be counted in any determination of whether the contrary, foregoing limitation has been reached) (i) Buyer will have no obligation claims for Losses pursuant to indemnify Section 9.1(a)(ii), (iii) or (iv) of this Agreement or (ii) any claims for Losses arising from any breach of, or inaccuracy in, the Core Representations or any breach of, or inaccuracy in, any representation or warranty in the event of fraud committed by the Company or any of the Sellers in the execution or performance of this Agreement. The aggregate amount of all indemnification obligations of a 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(b9.1(a) shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of exceed such matters in excess Seller’s Pro Rata portion of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountClosing Purchase Price. (c) Notwithstanding anything in this Agreement to In no event shall the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation amount of Seller to indemnify Buyer, Parent and their Other Indemnified Persons all indemnification obligations of Sellers under Section 7.2(a9.1(a)(iv) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller800,000. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein and subject to the provisions of Section 10.9, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, the Indemnifying Securityholders shall not be liable under Section 7.2(a8.1(a) (except other than with respect to breach or inaccuracy of the Fundamental RepresentationsRepresentations or in the case of common law actual fraud, with respect including a scienter requirement; it being understood that such exception shall only apply to which this Section 7.4(aany Indemnifying Securityholder to the extent it participate in, or had knowledge of such fraud) shall not apply(i) unless and until Buyer and the aggregate Losses the Parent suffer an aggregate Indemnified Parties would otherwise recover under Section 8.1(a) exceed on a cumulative basis [***] (the “Threshold”), in which event the Indemnifying Securityholders shall be responsible for only the amount of Losses by reason of such matters in excess of $175,000 the Threshold, subject to the other limitations set forth in this Agreement or (the “Deductible”), and Buyer and Parent will be entitled to recover only those ii) for aggregate Losses that exceed such amountin excess of [***]. (b) Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, (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 Representationsclaims for equitable relief pursuant to Section 10.9, the remedies provided under this Article VIII shall be the sole and exclusive remedies available with respect to which claims by any Parent Indemnified Party under or arising out of this Agreement or otherwise relating to the transactions contemplated hereby, whether for breach of representation, warranty, covenant or agreement or otherwise. Nothing in this Section 7.4(b) 8.2 shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled construed to recover only those Losses that exceed such amountlimit a party’s rights under Section 10.9. (c) Notwithstanding anything In no event shall the aggregate liability of an Indemnifying Securityholder under Section 8.1 (other than in this Agreement the case of common law actual fraud, including a scienter requirement; it being understood that such exception shall only apply to any Indemnifying Securityholder to the contrary extent it participate in, or had knowledge of such fraud) exceed (i) the cash proceeds and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons Ordinary Shares actually received by such Indemnifying Securityholder under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, (ii) any amount paid by Parent to the maximum liability Scheduled Securityholder on behalf of Seller for any Losses claimed by Buyer, Parent the Company pursuant to Section 2.7(d) and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller(iii) Parent’s right of set-off described in Section 8.2(d). (d) Notwithstanding anything in this Agreement to the contrary contrary, in the event that it is finally determined in accordance with this Article VIII that a Parent Indemnified Party is entitled to indemnification, Parent and except for its Affiliates (which, from and after the Fundamental Representations (with respect to which this Section 7.4(dClosing shall include the Company and any Subsidiaries) shall have the right, but shall not apply)be obligated to, set off, against any Contingent Payment due to the maximum aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons Scheduled Securityholder under Section 7.3(a) will not exceed the Cap. Notwithstanding anything in this Agreement, any amounts to which the maximum liability Parent Indemnified Parties are entitled to indemnification pursuant to, and subject to the limitations set forth in, this Article VIII, applying such amounts in satisfaction, to the extent of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Personssuch amount, collectively, under this Agreement shall not exceed the Purchase Priceof such owed amounts. (e) Notwithstanding anything in this Agreement To the extent a Parent Indemnified Party is entitled to the contrary recovery from an Indemnifying Securityholder hereunder, such Indemnifying Securityholder may, at its election 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 any restrictions applicable under Swiss law, satisfy such claim in cash or through the delivery 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 hereunderOrdinary Shares. (f) In calculating If Parent Ordinary Shares are used to satisfy indemnification obligations hereunder, the amount number of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will shares shall be deducted based on the amount Parent Trading Price as of (i) any insurance proceeds or any other recovery from a third party actually paid the date of such determination; provided that the Parent Trading Price determined in such manner shall not be deemed to such Party be less than Parent Trading Price as a result of or related to any such Lossthe Closing Date. Notwithstanding the preceding sentence, and (ii) any Tax benefit actually realized in or prior to the Taxable year in which extent such Indemnifying Securityholder has transferred such shares following the Loss arises or date of acquisition of such shares from Parent, the indemnification payment is made. Each Party agrees to use commercially reasonable efforts to obtain number of shares shall be based on the Parent Trading Price as of the date of such proceeds, recoveries or Tax benefits. If any such proceeds, recoveries or Tax benefits are received by the Indemnified Party determination with respect to any Loss after Parent Ordinary Shares issued as Closing Parent Stock Consideration that have been held by 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 such proceeds, recoveries or 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 Securityholder since they were issued by Parent to such LossIndemnifying Securityholder. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, No Indemnifying Securityholder shall be determined without regard liable for more than its Pro Rata Share of any Losses subject to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinindemnification under Section 8.1.

Limitations on Indemnification. (a) Notwithstanding anything the foregoing provisions of Section 11.1, (i) the Sellers shall not be required to indemnify the Buyer or any Buyer-Related Entities under Sections 11.1(a), 11.1(b) or 11.1(c) unless the aggregate of all amounts for which an indemnity would otherwise be payable by the Sellers under Sections 11.1(a), 11.1(b) and 11.1(c) exceeds the Basket Limitation; provided, however, if such Losses equal or exceed the Basket Limitation, then Sellers’ liability for Losses under (A) Sections 11.1(a) and 11.1(b) shall be for the entire amount thereof, subject to the Cap Limitation, and (B) Section 11.1(c) shall be for the entire amount thereof, subject to the Tax Cap Limitation and (ii) in no event shall the liability of the Seller with respect to the indemnification provided for in (A) Sections 11.1(a) and 11.1(b) exceed in the aggregate the Cap Limitation and (B) Section 11.1(c) exceed in the aggregate the Tax Cap Limitation, (iii) in the event the Buyer obtains knowledge of any inaccuracy or breach of any representation, warranty, or covenant of the Seller contained in this Agreement (a “Buyer Waived Breach”) after the date hereof but prior to the Closing, and nonetheless proceeds with and consummates the Closing, then the 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, at law or in equity on account of any such Buyer Waived Breach. Notwithstanding anything herein to the contrary, (i) Seller will have no obligation to indemnify Buyerthe Basket Limitation, Parent the Cap Limitation, the Tax Cap Limitation 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) the Survival Period shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (apply to the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountExcluded Liabilities. (b) Notwithstanding anything in this Agreement to In no event shall the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to seek or obtain consequential, special, punitive or exemplary damages against the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment)Sellers. In additionno event shall the Sellers be entitled to seek or obtain consequential, with respect to Buyer and Parentspecial, indirect, punitive or exemplary damages against 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 LossBuyer. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything The Shareholders shall have no Liability for any claim for indemnification pursuant to Section 7.03(a)(1) if the Loss associated with such claim is less than seven thousand five hundred dollars ($7,500) (any such claim being referred to as a “De Minimis Claim”). The Shareholders shall have no Liability for indemnification pursuant to Section 7.03(a)(1)(b) with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds one million dollars ($1,000,000) (the “Indemnity Threshold”), in this Agreement which case the Shareholders shall be liable for all Losses (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to be paid by the contrary, Shareholders (i) Seller will have no obligation pursuant to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a7.03(a)(1)(b) exceed forty million dollars (except with respect $40,000,000) or (ii) pursuant to Fundamental Representations, with respect to which this Section 7.4(a7.03(a)(1)(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of exceed two hundred million dollars ($175,000 (the “Deductible”200,000,000), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything Purchaser shall have no Liability for any claim for indemnification pursuant to Section 7.02(a)(1) if the Loss is associated with any De Minimis Claim. Purchaser shall have no Liability for indemnification pursuant to Section 7.02(a)(1)(b) with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (including all Losses associated with De Minimis Claims) exceeds the Indemnity Threshold, in this Agreement which case Purchaser shall be liable for all Losses (excluding all Losses associated with De Minimis Claims); provided that in no event shall the aggregate indemnification to the contrary, be paid by Purchaser (i) Buyer will have no obligation pursuant to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a7.02(a)(1)(b) exceed forty million dollars (except with respect $40,000,000) or (ii) pursuant to Fundamental Representations, with respect to which this Section 7.4(b7.02(a)(1)(a) shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amounttwo hundred million dollars ($200,000,000). (c) Notwithstanding anything The limitations specified in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(cSections 7.05(a)–7.05(b) shall not apply), the maximum aggregate obligation apply in respect of Seller to indemnify Buyer, Parent fraudulent breaches of representations and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability warranties or willful concealment of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellermatter which breaches a representation or warranty. (d) 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 No indemnified party shall be by receiving payment out entitled to recover from an indemnifying party more than once in respect 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 hereundersame Losses. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. No Indemnified Party shall assert ------------------------------ any claim (aother than a Third-Party Claim) Notwithstanding anything in this Agreement to for indemnification hereunder until such time as the contrary, aggregate of all claims which such Indemnified Party may have against an Indemnifying Party shall equal One Hundred Twenty-Five Thousand Dollars (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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”125,000), and Buyer and Parent will at which time an Indemnified Party shall be entitled to recover only those Losses that indemnification for the total amount for which indemnification may be owing, excluding the first One Hundred Twenty-Five Thousand Dollars ($125,000). For purposes of the preceding sentence, the Parent, Newco and the Surviving Corporation shall be considered to be a single Indemnifying and Indemnified Party and the Company and the Shareholders shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement, in no event shall any Shareholder be liable under this Article 10 for an amount which exceeds the aggregate value (determined at the Effective Time) of the Merger Consideration received by such Shareholder under this Agreement, and in no event (other than as provided in the following sentence) shall the indemnification obligations of the Company and the Shareholders herein exceed such amount. (b) $7,500,000 in the aggregate. Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything contained in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under limitations upon indemnification contained in this Agreement Section 10.4 shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement apply 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 arising 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 7 there will be deducted the amount of of: (i) any insurance proceeds or any other recovery from a third party actually paid to such Party as a result breach of or related to any such Lossthe representations and warranties of the Company contained in Sections 4.2, 4.3, 5.3, 5.5 and 5.10 hereof; and (ii) any Tax employee benefit actually realized matters arising under Section 5.21, including without limitation, any Losses incurred 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 connection 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 such proceeds, recoveries or 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 Lossfair wage issues. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) The Seller Parties shall not have any Liability under Section 8.3(a)(i): (i) with respect to any individual claim involving Losses to any Buyer Indemnified Party of less than $100,000 (each a “De Minimus Claim”), unless such individual claim is related to one or more other claims which, in the aggregate together with such individual claim, involve Losses in excess of $100,000, in which case Seller shall have Liability for the full amount of such claims (subject to the other limitations contained in this Section 8.4) and such claims shall not be considered De Minimus Claims; and (ii) unless and until the aggregate amount of Losses incurred by the Buyer Indemnified Parties that are indemnifiable in accordance with Section 8.3(a)(i) exceeds $8,650,000 (the “Deductible”) and, in such event, Seller Parties shall be required to pay only the amount of Losses exceeding such Deductible. (b) Buyer shall not have any Liability under Section 8.3(b)(i) (i) with respect to any De Minimus Claim; and (ii) unless and until the aggregate amount of Losses incurred by the Seller Indemnified Parties that are indemnifiable in accordance with Section 8.3(b)(i) exceeds the Deductible and, in such event, Buyer shall be required to pay only the amount of Losses exceeding such Deductible. (c) No Party shall be required to indemnify any Indemnified Party under Section 8.3(a)(i), Section 8.3(a)(ii), or Section 8.3(b) as applicable, for an aggregate amount of Losses exceeding an amount equal to $173,000,000 (the “Representations and Warranties Cap”) in connection with Losses related to the failure of such Party’s representations or warranties to be true and correct. (d) Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation to indemnify Buyerthe limitations on indemnification set forth in Sections 8.4(a), Parent 8.4(b), 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(a8.4(c) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of apply to Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement related to the contrary, failure to be true and correct of any of the Fundamental Representations or the representations and warranties contained in Section 2.13 (iTaxes) Buyer will have no obligation to indemnify Seller or Section 2.16 (Environmental) and its Other Indemnified Persons, collectively, under Section 7.3(a(ii) (except with respect to Fundamental Representations, with respect to which this Section 7.4(bthe limitations on indemnification set forth in Sections 8.4(a)(ii) and 8.4(c) shall not apply) unless apply to Losses related to the failure to be true and until Seller suffers an aggregate amount correct of Losses by reason of such matters in excess any of the Deductible, representations and Seller will be entitled warranties contained in Section 2.6(b) (Title to recover only those Losses that exceed such amount. Real Property) or Section 2.7(a) (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not applyRights-of-Way), 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 For purposes of (i) determining the failure of any representations or warranties (other than in this Agreement Section 2.10(a)) to be true and correct, (ii) the contrary breach of any covenants or agreements, and except with respect to Seller’s failure to pay Taxes as required under Section 6.10(a(iii) or (g)calculating Losses hereunder, Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder materiality qualifiers in the representations, warranties, covenants, and agreements 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 hereunderdisregarded. (f) In calculating Following the Closing, the right to indemnification pursuant to this Article 8 based on representations, warranties, covenants, and agreements in this Agreement shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant, or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with, any such covenant or agreements, shall not affect the right to indemnification or any other remedy based on such representations, warranties, covenants, and agreements. (g) The amount of any Loss under Section 8.3 shall be reduced by (i) the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the amount of (i) any insurance proceeds or any (other recovery than those from a third party actually self insurance) realized by and paid to the Indemnified Party (or the Company for the benefit of the Indemnified Party) in respect of such Party as a result of or related to any such Loss, Loss and (ii) any Tax benefit amounts actually realized in recovered from third parties (or prior which are recoverable over time) with respect to the Taxable year in which the Loss arises such Loss, after giving effect to any expenditures to obtain such payments and any applicable deductible or the indemnification payment is maderetention and resulting retrospective premium adjustment. Each Party agrees to shall 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 make applicable insurance claims 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 such proceeds, recoveries or 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 claim for which it is seeking indemnification is payable under pursuant to this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such Loss8. (gh) For purposes of this Article 7EACH OF BUYER AND THE SELLER PARTIES WAIVES, the calculation of Losses with respect to any breach of representations and warrantiesTO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, shall be determined without regard to any ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION OR ARBITRATION ANY “materialSPECIAL DAMAGES,” AS DEFINED BELOW AND ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION, IN EACH CASE IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT SUCH WAIVERS ARE TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY. AS USED IN THIS SECTION, “SPECIAL DAMAGES” MEANS ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE (i) ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO (ii) ANY CLAIMS OF ANY PERSON FOR WHICH ONE PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY UNDER THIS AGREEMENT, (iii) DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM OR (iv) DAMAGES THAT ARE INCLUDED IN ANY ORDER FROM A GOVERNMENTAL BODY. (i) The Indemnified Party shall not be entitled to recover from an Indemnifying Party under this Agreement more than once in all material respects” or “Material Adverse Effect” qualification contained thereinrespect of the same damage suffered.

Limitations on Indemnification. (ai) Notwithstanding anything in this Agreement to the contrary, (iA) Seller will have no obligation shall not be obligated to provide any indemnification for Losses under Section 8.1(a)(i)(A) hereof for breaches of representations and warranties, and (B) Purchasers shall not be obligated to provide any indemnification for Losses pursuant to Section 8.1(b)(i)(A) hereof for breaches of representations and warranties, unless the amount of Losses for which the Indemnifying Party or Indemnifying Parties are so required to indemnify Buyer, Parent for all breaches of representations and their Other Indemnified Persons, collectively, warranties under Section 7.2(a8.1(a)(i)(A) or Section 8.1(b)(i)(A), as applicable, exceeds $250,000 in the aggregate (except with respect to Fundamental Representationsthe “Threshold”), with respect to in which case the Indemnifying Party or Indemnifying Parties will be liable only for the amount of such Losses that exceeds the Threshold; provided, however, that the limitations in this Section 7.4(a8.1(d) shall not apply) unless and until Buyer and Parent suffer an aggregate amount apply to any indemnification obligations arising from a breach of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount.Special Warranties. CH2\12311443.25 (bii) Notwithstanding anything in this Agreement to the contrary, (iA) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, Seller’s indemnification obligations for Losses under Section 7.3(a8.1(a)(i)(A) (except with respect to Fundamental Representations, with respect to which this Section 7.4(b) shall not apply) unless hereof for breaches of representations and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement warranties shall not exceed the Purchase Price received by Seller. an aggregate of $20,000,000, and (dB) Notwithstanding anything in this Agreement Purchasers’ indemnification obligations for Losses pursuant to the contrary Section 8.1(b)(i)(A) hereof for breaches of representations 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 warranties shall not exceed the Purchase Pricean aggregate of $20,000,000. (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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Section 9.1.(a), no Indemnified Party shall be entitled to the contrary, indemnification under Section 9.1.(a): (i) Seller will so as to allow more than one recovery for any single Claim even though such Claim may have no obligation resulted from the breach or inaccuracy of more than one of the representations and warranties made by Shareholders in or pursuant to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(athis Agreement; (ii) (except with respect to Fundamental Representationsany Claim arising out of a claimed breach of the representations and warranties made by Shareholders in Section 4.4, unless the Indemnified Party has given written notice of such Claim to Shareholders, setting forth in reasonable detail the facts and circumstances pertaining thereto, prior to the expiration of the first anniversary of the Closing; (iii) if the facts surrounding the claimed breach of a representation or warranty that is the basis for the Claim were (A) within the actual knowledge of those managerial employees, agents and representatives of Insilco who devoted substantive attention to those matters that are the subject of such representation and warranty, or (B) contained in written reports prepared for, or delivered to, any such person by or on behalf of Insilco or Newco to communicate results of Insilco's and Newco's due diligence investigation of Company, in either case if such facts were not disclosed to the Indemnifying Party by such Indemnified Party prior to the Closing; (iv) with respect to which this any Claim arising out of a claimed breach of the representations and warranties made by Shareholders in Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”)4.4, and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller extent of any amounts actually 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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 irrevocably recovered by the Indemnified Party with respect to any Loss after the Indemnifying Party has made a payment to matter for which the Indemnified Party is being indemnified under (A) insurance polices of Company in effect as of the date hereof that reduce a Claim that would otherwise be sustained or (B) other insurance policies for the benefit of the Indemnified Party that reduce a Claim that would otherwise be sustained but, in the case of this clause (B), (1) net of any increase that will occur, or is reasonably likely to occur, in insurance premiums payable by the Indemnified Party, whether by retrospective or retroactive premium adjustments or any other premium increase under the policy or policies under which the claim is made or any other policy, where the increase results directly from filing the claim and (2) less, dollar for dollar, the amount by which the claim when filed or at any time during the applicable policy period, either singly or in the aggregate with all other claims made under applicable policy or policies, exceeds a policy coverage limit; provided, however, that this clause (iv) shall apply only if this provision does not constitute an improper waiver of the insurer's rights of subrogation against the Indemnified Party; (v) with respect theretoto any Claim arising out of a claimed breach of the representation and warranty made by Shareholders in Section 4.4, for any Claims as to which any Indemnified Party otherwise may be entitled to indemnity hereunder until such Claims, in the aggregate, exceed $250,000, provided that (A) in such event, the Indemnified Party will promptly pay shall be entitled to indemnification in full for all such Claims and (B) for purposes of determining the Indemnifying Party existence of any breach of any representation or warranty made by Shareholders hereunder, or the amount of such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, Claims 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.respect

Limitations on Indemnification. The obligations of indemnification under Sections 8.2 and 8.3 shall be subject to the following limitations: (a) Notwithstanding anything in this Agreement Subject to the contrarySections 8.4(b), (ic) Seller will have and (d), no obligation Losses may be paid pursuant 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 apply) Sections 8.2 or 8.3 unless and until Buyer and Parent suffer an the aggregate amount of all claims for Losses by reason of indemnifiable under the Section (i.e., either Section 8.2 or Section 8.3) pursuant to which such matters in excess of claims are made exceed $175,000 200,000 (the “DeductibleLoss Threshold”)) after which the Buyer Indemnitees in the case of Section 8.2, and Buyer and Parent will or the Seller Indemnitees in the case of Section 8.3, shall be entitled to recover only all indemnifiable Losses (including those Losses that exceed such amountincurred prior to meeting the Loss Threshold), back to the first dollar of Losses. (b) Notwithstanding anything in this Agreement to The maximum aggregate liability of Sellers, on the contraryone hand, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified PersonsBuyer, collectivelyon the other, for indemnification under Section 7.3(a) (except with respect to Fundamental RepresentationsSections 8.2 or 8.3, with respect to which this Section 7.4(b) respectively, shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount$6,000,000. (c) Notwithstanding anything Section 8.4(a), but subject to Section 8.4(d) and the last sentence of this Section 8.4(c), no Indemnitor shall have any liability under Section 8.2 or Section 8.3, as applicable, and no claim by the Buyer Indemnitees or the Seller Indemnitees, as applicable, shall be so asserted for any such breach, inaccuracy or default where the Loss relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) is less than $10,000. Notwithstanding the above, claims based on breaches or default of or under covenants or agreements which contemplate performance after the Closing Date shall not be subject to the $10,000 threshold specified in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply8.4(c), 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything the limitations set forth in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not applySections 8.4(a), 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 Agreementb), and (c), a Buyer Indemnitee shall have no right of collection directly from Seller for any claims for be entitled to recover all Losses that aggregate to an amount less than the amount in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafterresulting from, and with respect to claims in excess of the Escrow Accountarising out of, 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 7 there will be deducted the amount of (i) any insurance proceeds such Buyer Indemnitee in connection with or any other recovery from a third party actually paid to such Party as a result of or related otherwise with respect, to any such Loss, of the items set forth on Schedule 8.4(d)(i) and (ii) no Buyer Indemnitee shall be entitled to recover any Tax benefit actually realized Losses resulting from, arising out of, or incurred by such Buyer Indemnitee in connection with 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 otherwise with respect to 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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s paymentitems set forth on Schedule 8.4(d)(ii). 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything The indemnification provided for in this Agreement Sections 9.01 and 9.02 shall be subject to the contrary, following limitations: (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) The Stockholders shall not applybe obligated to pay 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 specifically waived in writing by GRS prior to the Closing. (ii) unless Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, except those based upon, arising out of or otherwise in respect of Sections 3.02, 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 Buyer the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Parent suffer an Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount in full. It is expressly understood that the 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 the aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”)200,000, and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 1% of the DeductiblePurchase Price is $180,000, and Seller will the Stockholders would then be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except liable for the Fundamental Representations (with respect to which this entire $200,000 and not just $20,000). This Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a9.04(ii) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 apply to any breach of any representations and warrantieswarranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, shall and GRS or the Stockholders, as the case may be, will be determined without regard jointly and severally liable for all damages with respect to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinsuch breaches.

Limitations on Indemnification. .1 Notwithstanding the foregoing provisions of Sections 9.1 (a"Indemnification by the Shareholders") Notwithstanding anything in this Agreement to and 9.2 ("Indemnification by Each Shareholder"), 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) Shareholders shall not apply) unless be liable for such Losses until such time as the total liability under Sections 9.1 and until Buyer and Parent suffer an 9.2 in the aggregate amount of Losses by reason of reaches $20,000 (but then the Shareholders shall be liable for the entire $20,000 plus any such matters liability in excess of $175,000 (the “Deductible”20,000), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) .2 Notwithstanding anything in this Agreement to the contraryforegoing provisions of Section 9.1 and 9.2, (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 the liability of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, Shareholders under this Agreement shall not exceed be limited as follows: (I) Except to the Purchase Price received 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 Sellerthe 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 there shall be no indemnification obligation with respect to any 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. (dII) Notwithstanding anything To the extent a claim is based on breach of the representations or warranties in this Agreement Section 2.7 ("Title to Assets") or Section 2.11 ("Patents, Trademarks, Licenses, Etc.") (with any such claim to the contrary 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 potential infringement of such patent as of the Closing Date (without any implied obligation to conduct a patent search), (A) Verity and except the other Indemnified Parties shall be entitled to indemnification for Losses relating to such Patent Claim as follows: for the Fundamental Representations (full amount of the Loss relating to such Patent Claim, but 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 recourse initially only to the contrary cash 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 securities held in the Escrow Account unless and until and, after such escrow amounts are exhausted, to the Escrow Account has been exhausted. ThereafterShareholders for the balance of any additional Loss relating to such claim, 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.Section 9.3.2(iii) below, and (fB) In calculating the amount of Losses suffered or incurred by a Party for which there shall be no indemnification is sought under this Article 7 there will be deducted the 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 (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 obligation with respect to any Loss after the Indemnifying Party has made a payment such Patent Claim unless notice thereof is given to the Indemnified Party with respect thereto, Shareholders or the Indemnified Party will promptly pay to Shareholders' Agent within one year following the Indemnifying Party the amount of such proceeds, recoveries or 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 LossClosing Date. (g2) For purposes all other such IP Claims (including Patent Claims where one or more Shareholders knew or should have known of this Article 7the potential infringement of the third party patent as of the Closing Date (without any implied obligation to conduct a patent search)), the calculation aggregate liability of Losses the Shareholders for indemnification hereunder shall be limited as set forth in Section 9.3.2(iii), but there shall be no indemnification obligation with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.such IP Claims

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, if the Closing occurs, (i) Seller will not have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, any liability under Section 7.2(a8.2(a) (except other than with respect to Fundamental the Specified Representations, with respect to which this Section 7.4(a) shall not apply) unless and until the aggregate liability for Damages suffered by the Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of Indemnified Persons thereunder exceeds $175,000 [***] (the “Deductible”), and Buyer and Parent in which case Seller will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to liable for all Damages incurred by Buyer from the contraryfirst dollar, (iii) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, Seller’s aggregate liability under Section 7.3(a8.2(a) (except other than 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 a breach of Losses by reason of such matters in excess any of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(aSpecified Representations) will not exceed the $2.3 million [***] (the “Cap”). Notwithstanding anything in this Agreement, the (iii) Seller’s maximum aggregate liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement Article VIII shall not exceed $[***] (the Purchase Price received by Seller. “Overall Cap”), and (div) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (A) Buyer will not have any liability under Section 8.3(a) (other than with respect to which this Section 7.4(da breach of the Specified Representations) shall not apply), unless the maximum aggregate obligation of Buyer and Parent to indemnify liability for Damages suffered by the Seller and its Other Indemnified Persons thereunder exceeds the Deductible, in which case Buyer will be liable for all Damages incurred by Seller from the first dollar, (B) Buyer’s aggregate liability under Section 7.3(a8.3(a) (other than with respect to a breach of any of the Specified Representations) will not exceed the Cap. Notwithstanding anything in this Agreement, the and (C) Buyer’s maximum aggregate liability of Buyer and Parent for any Losses claimed by Seller and its Other Indemnified Persons, collectively, under this Agreement Article VIII shall not exceed the Purchase Price. (e) Overall Cap. Notwithstanding anything in this Agreement herein 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 7 there will be deducted the 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 (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 theretocontrary, the Indemnified Party will promptly pay foregoing limitations shall not apply to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount fraud 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 LossParty. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (ai) Notwithstanding anything in this Agreement to the contrarycontrary herein, (i) Seller from and after the Closing, the liability of any Buyer Indemnifying Party that commits fraud in connection with the Acquisition will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except not be limited in any manner with respect to Fundamental Representationssuch fraud committed by such Buyer Indemnifying Party. (ii) Except in the case of fraud, with respect the Seller Indemnified Parties, as a group, may not recover any Damages pursuant to which this a Buyer Indemnification Claim under Section 7.4(a9.3(a)(i) shall not applyor 9.3(a)(iii) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters the Seller Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least the Basket Amount in excess of $175,000 (Damages in the “Deductible”)aggregate, and Buyer and Parent will in which case the Seller Indemnified Parties shall be entitled to recover only those Losses that exceed such amountall Damages paid, incurred, suffered or sustained by the Seller Indemnified Parties as a group (from the first dollar, but subject to the other limitations in this Section 9.3(b)(ii). (biii) Notwithstanding anything in this Agreement Subject to Sections 9.3(b)(i), the contrary, (iliability of each Buyer Indemnifying Party for all Buyer Indemnification Claims under Sections 9.3(a)(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(b9.3(a)(iii) shall not apply) unless and until Seller suffers be limited to an aggregate amount of Losses by reason of such matters in excess equal to 10% of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountsum of the Acquisition Consideration. (civ) Notwithstanding anything Except in the case of fraud in connection with this Agreement or any agreement, document, certificate or other instrument required to the contrary and except for the Fundamental Representations (with respect be delivered by such Buyer Indemnifying Party under or pursuant to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability indemnification obligations provided in Article 9 of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement will be the sole and exclusive remedy of the 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 exceed limit the Purchase Price received right to seek specific performance, a restraining order or injunctive relief with respect to any provision of this Agreement and any agreement, document, certificate or other instrument required to be delivered by Sellersuch 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 specific performance, a restraining order or injunctive relief. (dv) Notwithstanding anything in this Agreement Damages shall be offset by an amount equal to the contrary amount of any net insurance or other indemnification proceeds (taking into account any deductible and except for the Fundamental Representations (increase in premiums attributable to such Damages) that are actually received by or are due to such Seller Indemnified Party in connection 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 Pricesuch Damages. (evi) 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 No Seller hereunder Indemnified Party shall be by receiving payment out indemnified more than once for the same Damage suffered, regardless of whether such Damage may be attributed to more than one indemnity, breach of several paragraphs of the Escrow Account (on representations and warranties or the terms provided herein and the Escrow Agreement)breach of or default in connection with several covenants or obligations herein, and Buyer shall have no right regardless whether or not such breaches 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 covenants or misrepresentations are made 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 hereunderfraud. (fvii) In calculating the amount 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 Losses suffered or incurred by a Party profit (excluding, for which indemnification is sought under this Article 7 there will be deducted the amount such purpose, loss of (i) any insurance proceeds or any other recovery profits resulting from a third party actually paid inability to such Party sell shares of Parent Common Stock as a result of a breach of a covenant or related to any such Lossrepresentation indemnifiable under this Section 9.3) or loss of opportunity, and (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 such proceeds, recoveries or Tax benefits (up to the amount regardless of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount form of any Loss for action through 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 LossDamages are sought. (gviii) For purposes No Buyer Indemnifying Party shall have any liability in respect of this Article 7any Seller Indemnification Claim relating to a Third Party Claim (as defined below) which is not, the calculation and does not become within twelve (12) months of Losses with respect to any breach of representations and warrantiesa Third Party Claim Notice (as defined below), shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinan actual Action.

Limitations on Indemnification. (a) Notwithstanding anything Except with respect to Losses arising out of or relating to breaches of the representations and warranties in this Agreement Sections 3.1, 3.2, 3.3, 3.14, 3.17, 4.1, 4.2, and 4.4 or claims pursuant to the contrarySections 8.2(b) or 8.2(c), (ior 8.3(b) or 8.3(c), Seller will shall have no obligation to indemnify Buyerthe Buyer Indemnified Parties against Losses pursuant to Section 8.2, Parent and their Other Buyer shall have no obligation to indemnify the Seller Indemnified PersonsParties against Losses pursuant to Section 8.3, collectively, under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an the aggregate amount of all such Losses suffered or incurred by reason of such matters Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, for which indemnification is sought exceeds One Million Dollars ($1,000,000) (the “Basket Amount”) (in which event the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be entitled to indemnification for the full amount in excess of $175,000 (the “Deductible”Basket Amount, subject to the other limitations set forth in this Article VIII), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrarycontrary herein, Seller’s obligation to indemnify the 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 (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except the foregoing cap shall not apply with respect to Fundamental RepresentationsLosses arising out of or relating to breaches of the representations and warranties in Sections 3.1, with respect 3.2, 3.3, 3.14, 3.17, 4.1, 4.2, and 4.4 and (ii) other than in the event of fraud, neither Seller nor Buyer shall be required to which indemnify the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, under this Section 7.4(b) shall not apply) unless and until Seller suffers Article VIII against Losses in an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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. (ec) Notwithstanding anything in this Agreement to Each of Seller and Buyer acknowledges, on behalf of itself and on behalf of the contrary other Seller or Buyer Indemnified Parties, that, from and except after the Closing, the sole and exclusive remedy thereof with respect to Seller’s failure all claims for breach of this Agreement, other than claims for fraud or a suit seeking specific performance or any other equitable remedy to pay Taxes as required require a party hereto to perform its obligations under this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VIII and the offset provision set forth in Section 6.10(a2.12(i) of this Agreement. In furtherance of the foregoing, each of Seller and Buyer hereby waives, on behalf of itself and each of the 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 have against the other party for any breach of this Agreement (gexcept pursuant to the indemnification provisions set forth in this Article VIII), 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 other 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 fraud or a suit seeking specific performance or any other equitable remedy to indemnification hereunderrequire a party hereto to perform its obligations under this Agreement. (fd) In calculating Upon payment in full of any claim, settlement, judgment or other amount pursuant to Section 8.4, the amount of Losses suffered or incurred by a Indemnifying Party for which indemnification is sought under this Article 7 there will shall be deducted the 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 (ii) any Tax benefit actually realized in or prior subrogated to the Taxable year in which extent of such payment to 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 rights of the Indemnified Party against any Person with respect to any Loss after the subject matter of such claim or judgment. The Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Party has made a payment to Party, at the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount cost and expense of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parentpursue any claims against, the amount of or otherwise recover amounts from, any Loss Person liable or responsible for any Losses for which indemnification is payable under has been received pursuant to this Article 7 will be net of all reserves provided for in the Final Net Book Value relating to such LossAgreement. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything The indemnification provided for in this Agreement Sections 9.01 and 9.02 shall be subject to the contrary, following limitations: (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) The Stockholders shall not applybe obligated to pay 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 specifically waived in writing by GRS prior to the Closing. (ii) unless Neither GRS, the Company nor the Stockholders shall be obligated to pay any amounts for indemnification under this Article IX, 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 Buyer the aggregate indemnification payments, exclusive of the Basket Exclusions, equals one percent (1%) of the Purchase Price (the "Basket Amount"), whereupon GRS, or the Company and Parent suffer an Stockholders, as the case may be, shall be obligated to pay any indemnification payments, including the Basket Amount, in full. It is expressly understood that the 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 the aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”)200,000, and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 1% of the DeductiblePurchase Price is $180,000, and Seller will the Stockholders would then be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except liable for the Fundamental Representations (with respect to which this entire $200,000 and not just $20,000). This Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a9.04(ii) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 apply to any breach of any representations and warrantieswarranties of which any party had actual Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by any party of any covenant or obligation, shall and GRS or the Stockholders, as the case may be, will be determined without regard jointly and severally liable for all damages with respect to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinsuch breaches.

Limitations on Indemnification. Notwithstanding the foregoing provisions of Section 11.1, (a) Notwithstanding anything Seller shall not be required to indemnify Purchaser or any Purchaser-Related Entities under this Agreement unless the aggregate of all amounts for which an indemnity would otherwise be payable by Seller under Section 11.1 above exceeds the Basket Limitation and, in such event, Seller shall be responsible for the entire amount including all amounts representing the Basket Limitation, (b) in no event shall the liability of Seller with respect to the indemnification provided for in Section 11.1 above exceed in the aggregate the Cap Limitation, (c) if prior to the Closing, Purchaser obtains knowledge of any inaccuracy or breach of any representation, warranty or 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 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, (i) Seller will have no obligation to indemnify Buyer, Parent the Basket Limitation and their Other Indemnified Persons, collectively, under Section 7.2(a) (except the Cap Limitation shall not apply with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount breaches of any Loss for which indemnification is payable under this Article 7 will be net covenant or agreement of all reserves provided for Seller set forth in the Final Net Book Value relating to such Loss. (g) For purposes Section 5.3, Section 5.4 or Section 10.1 of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinAgreement.

Limitations on Indemnification. (a) Notwithstanding anything Except in this Agreement the case of Fraud, the Indemnified Parties, individually and as a group, may not recover any Losses pursuant to the contrary, (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, an indemnification claim under Section 7.2(a) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply6.2(a)(i) unless and until Buyer and Parent suffer an all such claims under Section 6.2(a)(i) equal or exceed $270,000 in Losses in the aggregate amount of Losses by reason of such matters in excess of $175,000 (the “DeductibleDeductible Amount”), and Buyer and Parent will in which case the Indemnified Parties shall be entitled to recover only those all Losses in excess of the Deductible Amount that exceed such amountare paid, incurred, suffered or sustained by the Indemnified Parties as a group. (b) Notwithstanding anything Subject to Section 6.3(c) and except in this Agreement the case of Fraud, the Indemnified Parties, individually and as a group, may not recover any Losses pursuant to an indemnification claim under Section 6.2(a)(i) to the contrary, (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 extent that the total amount of Losses recovered by reason the Indemnified Parties pursuant to all such indemnification claims equals or exceeds $4,725,000 and in no event shall the aggregate liability of Seller for indemnification claims under Section 6.2(a)(i) exceed $4,725,000; provided, that in the event of a claim for Fraud there shall be no such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountlimitation. (c) Notwithstanding anything in this Agreement Any amounts payable pursuant to an indemnification claim by an Indemnified Party pursuant to Sections 6.2(a)(i) and 6.2(a)(ii) shall be paid first, from the Indemnity Escrow Fund and second, following exhaustion of such Indemnity Escrow Fund, by Seller. Subject to the contrary limitations set forth in Sections 6.3(a) and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply6.3(b), th e Indemnified Parties shall (i) be entitled to bring indemnification claims directly against Seller and (ii) subject to the maximum preceding sentence, be permitted to recover Losses directly from Seller for indemnification claims. In no event shall the 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent all indemnification claims under Sections 6.2(a)(ii) through 6.2(a)(vi) and their respective Other Indemnified Persons, collectively, under this Agreement shall not 6.2(a)(viii) exceed the portion of the Purchase Price actually received by SellerSeller (including any funds deposited into the Indemnity Escrow Fund); provided, that in the event of a claim for Fraud there shall be no such limitation. (d) Notwithstanding anything in this Agreement to the contrary and except Any Losses 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, indemnification under this Agreement shall not exceed be determined without duplication of recovery due to the Purchase Pricefacts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or other Indemnifiable Matter. (e) Notwithstanding anything The amount of Losses payable under this Article VI by Seller shall be reduced by any and all amounts actually recovered by Parent or any other Indemnified Party under applicable insurance policies or from any other Person responsible therefor (in this Agreement each case net of any expenses incurred by Parent or any other Indemnified Party in collecting such amount and any increase in insurance premiums (but only to the contrary and except with respect extent such increase is attributable to the applicable indemnity claim)). If Parent or any other Indemnified Party receives any amounts under applicable insurance policies or from any other Person responsible for any Losses, subsequent to an indemnification payment by Seller’s failure to pay Taxes as required under Section 6.10(a) , then Parent or (g), Buyer’s primary means of collecting on any Loss that is subject to indemnification by Seller hereunder such other Indemnified Party 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 promptly reimburse Seller for any claims for Losses that aggregate payment made or expense incurred by Seller in connection with providing such indemnification up to an amount less than the amount received by Parent or such other Indemnified Party, net of any expenses incurred by Parent or such other Indemnified Party in collecting such amount and any increase in insurance premiums (but only to the Escrow Account unless and until extent such increase is attributable to 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 hereunderapplicable indemnity claim). (f) In calculating Except with respect to Transaction Payroll Taxes included in the amount definition of “Third Party Expenses” (as finally determined under Section 1.3), Seller shall have no liability or indemnity for, and Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the amount of (i) shall not include, any insurance proceeds or any other recovery from a third party actually paid to such Party as a result Taxes of or related to any such Loss, and (ii) any Tax benefit actually realized in or prior with respect 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 Company with respect to any Loss taxable period or portion thereof beginning 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 such proceeds, recoveries or 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 LossClosing Date. (g) For purposes of this Article 7, the calculation of Losses Except as provided in Section 5.5(d) with respect to Transfer Taxes, Seller shall have no liability or indemnity or requirement to pay, under any breach provision of representations this Agreement (including Section 1.3 and warrantiesArticle VI) or otherwise, shall be determined without regard for Taxes or Losses arising out of or related to any “material,” “state or local sales and/or use Taxes of the Company (inclusive of costs incurred by Parent or Guarantor related to the preparation of related filings) in all material respects” or “Material Adverse Effect” qualification contained thereinexcess of an aggregate amount of $100,000, which $100,000 has been included in Pre-Closing Taxes.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to After the contraryClosing, notwithstanding any contrary term herein (i) Seller will have no obligation to indemnify Buyer, Parent and their Other the Buyer Indemnified Persons, collectively, Parties may not recover any Losses under Section 7.2(a11.3(a)(i) (except until the total of all Losses with respect to Fundamental Representations, with respect to which this Section 7.4(athose matters collectively exceed Seven Hundred Fifty Thousand Dollars ($750,000) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “DeductibleBasket”), and in which case, subject to any other applicable limitations contained in this Section 11.4, the Buyer and Parent Indemnified Parties will be entitled to recover only those all Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, Basket; and Seller will be entitled to (ii) (1) the Buyer Indemnified Parties may not recover only those any Losses that exceed such amount. (cunder Section 11.3(a)(i) Notwithstanding anything in this Agreement to the contrary and except for extent that the Fundamental Representations (Losses with respect to which this Section 7.4(cthose matters collectively exceed Thirty Million Dollars ($30,0000,000) shall and (2) the Buyer Indemnified Parties may not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other Indemnified Persons recover any Losses under Section 7.2(a) will not 11.3 to the extent all Losses with respect to those matters collectively exceed $2.3 million the Purchase Price (the “Cap”). Notwithstanding anything the foregoing, neither the Basket nor the Cap will apply with respect to any Breach of the representations and warranties contained in this AgreementSection 4.1 (Organization, Standing and Corporate Power), Section 4.2 (Capitalization), Section 4.3 (Authority; Approvals), the maximum liability last sentence of Section 4.8(a) or the first sentence of Section 4.9 (Title), Section 4.10 (Inventory), Section 4.14 (Tax Matters) or Section 4.28 (Brokers) or to any claims based on fraud, knowing and intentional misconduct or willful misconduct, and the Losses associated with any such Breaches will not count toward the Basket or Cap for determining the recoverability of other Losses. (b) Subject to the foregoing limitations, the amount of any Losses to which a Buyer Indemnified Party is entitled to indemnification under Section 11.3 will be recovered in the following manner, (i) first, to the extent of any outstanding unpaid principal balance owed under the Promissory Note by offset against such balance of the amount of such Losses, plus interest accrued on the amount of such Losses at the interest rate applicable under the Promissory Note from the date of the Promissory Note until the date of such offset or other recovery, following written notice of offset from Buyer to Seller, and (ii) second, to the extent the Losses and such interest exceed the amounts available to offset under the Promissory Note, by payment directly from Seller and/or the Seller Shareholders (with full recourse against each of them and all of their assets). If Seller or any Seller Shareholder becomes obligated to indemnify a Buyer Indemnified Party directly, such indemnification obligations shall be paid within five Business Days of Seller or such Seller Shareholder agreeing such indemnification obligation is payable or the Buyer Indemnified Party receives a judgment in its favor with respect to the applicable claim. Any exercise of such right of offset under the Promissory Note in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement or the Promissory Note, provided that if ultimately determined that any amount of principal of such offset was not justified, then (x) any default interest rate provided under the Promissory Note will be deemed to have been accruing on the account of such principal (in addition to the base interest rate) during the period from the initial offset until paid in full and (y) Seller shall have the right to recover any out-of-pocket costs, including reasonable attorney’s fees, arising in connection with such offset. (c) The following claims limitations periods will apply, but, for clarity, in each case Losses relating to any Losses claimed by Buyerclaim will be recoverable whenever they are incurred provided notice of the claim is given within the required claims period and the applicable representation will continue to survive for purposes of indemnification for the matter set forth in any claim that is given within the required claims period: (i) Claims for indemnification under Sections 11.2(a), Parent 11.3(a)(i) or 11.3(b)(i) must be made no later than the 18 month anniversary of the Closing Date, except that claims arising from any Breach of the representations and their respective Other Indemnified Personswarranties contained in (1) Section 4.1 (Organization, collectivelyStanding and Corporate Power), Section 4.2 (Capitalization), Section 4.3 (Authority; Approvals), Section 4.13 (Compliance with Laws; Permits; Regulatory Matters), Section 4.14 (Tax Matters), Section 5.1 (Organization, Standing and Corporate Power), Section 5.2 (Authority; No Breach), Section 6.1 (Organization, Standing and Corporate Power) and Section 6.2 (Authority; No Breach) must be made no later than the date that is six (6) years after the Closing Date, (2) Section 4.16 (Employee Benefits) must be made no later than the 36 month anniversary of the Closing Date and (3) Section 4.20 (Environmental Matters) must be made no later than the 60 month anniversary of the Closing Date. (ii) All other claims for indemnification under this Agreement shall not exceed Article 11 must be made no later than the Purchase Price received by Sellerdate that is six (6) years after the Closing Date. (d) Notwithstanding anything in this Agreement With respect to any matters covered by Section 11.2 or Section 11.3, as the case may be, the Indemnified Party shall use commercially reasonable efforts to assert all claims under all applicable insurance policies and any indemnification claim shall be net of any insurance proceeds received by the Indemnified Party (net of any deductible amounts and costs of collection) and, to the contrary and except for extent that insurance proceeds are collected by the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply)Indemnified Party after an indemnification claim has been settled, the maximum aggregate obligation Indemnified Party will restore the Indemnifying Party to the same economic position as would have existed had such insurance proceeds been collected prior to the settlement 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 Pricesuch claim. (e) Notwithstanding anything in this Agreement The amounts for which an Indemnifying Party shall be liable under Section 11.2 or Section 11.3, as the case may be, shall be net of any Tax benefit actually realized by the Indemnified Party as a result of the facts and circumstances giving rise 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 liability 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 Indemnifying Party in the Escrow Account unless and until tax year of the Escrow Account Indemnifying Party in which the claim is first asserted or in the next taxable year thereafter. The Indemnified Party shall reimburse the Indemnifying Party for such tax benefit to the extent such amount is subsequently realized by the Indemnified Party after an indemnification claim has been exhausted. Thereafter, and with respect to claims in excess of settled so long as the Escrow Account, Buyer and Parent may seek collection directly from Seller tax benefit is realized for Losses otherwise subject to indemnification hereundersuch a taxable period. (f) In calculating If any of the amount of Losses suffered or incurred by a Party for which indemnification an Indemnifying Party is sought responsible under this Article 7 there will be deducted the amount of (i) any insurance proceeds Section 11.2 or any other recovery from Section 11.3 are reasonably recoverable against a third party actually paid to such vendor of the Indemnified Party, then the Indemnified Party as a result of or related to any such Losswill, and (ii) any Tax benefit actually realized in or prior to the Taxable year extent pursuing recovery from such vendor would be commercially reasonable, attempt in which good faith to collect any and all such Losses on account thereof from such vendor for the Loss arises or benefit of the indemnification payment Indemnifying Party. The Indemnified Party shall reimburse the Indemnifying Party for any and all Losses paid by the Indemnifying Party to the Indemnified Party pursuant to this Agreement to the extent such amount 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 subsequently received by the Indemnified Party with respect to any Loss after the Indemnifying Party has made from a payment to the Indemnified Party with respect theretovendor, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries or Tax benefits (up to the amount of the Indemnifying Party’s payment). In addition, with respect to Buyer and Parent, the amount net of any Loss for which indemnification is payable under this Article 7 will be net costs of all reserves provided for in the Final Net Book Value relating to such Losscollection. (g) For purposes The Indemnified Party agrees to take all commercially reasonable actions required by Law to mitigate Losses upon becoming aware of this Article 7any claim which may be made for indemnification under Section 11.2 or Section 11.3, as the calculation of case may be; provided however (i) in no event will Buyer be required to pursue any claim or Proceeding against a customer; and (ii) if a prudent Person would believe that a potential mitigation action would be reasonably likely to give rise to an additional, possibly non-indemnified harm, then the Indemnified Party will not be required to take that action unless (aa) the Indemnifying Party expressly acknowledges its obligation to provide indemnification for Losses as well as any Losses that might arise from the proposed mitigation and (bb) the Indemnified Party reasonably believes that such indemnification with respect to any such additional Losses will be available and sufficient to hold Indemnified Party harmless. (h) The Indemnified Parties may not recover duplicative Losses in respect of a single set of facts or circumstances under more than one representation, warranty or covenant in this Agreement whether such facts or circumstances would give rise to a breach of more than one representation, warranty or covenant in this Agreement. (i) The parties acknowledge and agree that the Bring-Down Certificates to be delivered at the Closing under Sections 3.2(e) and 3.3(d) are intended solely to memorialize satisfaction of the condition to the Closing set forth in Sections 3.2(e) and 3.3(d), respectively, and are not intended to function as personal representations and warrantieswarranties of the individual(s) executing such Bring-Down Certificates. Rather, shall be determined without regard to any “material,” “the only representations and warranties in all material respects” or “Material Adverse Effect” qualification contained thereinthis Agreement are the representations and warranties of the applicable parties set forth in Articles 4, 5 and 6 of this Agreement, as the case may be.

Limitations on Indemnification. The indemnification provided for in ------------------------------ Sections 8.2 and 8.3 hereof shall be subject to the following limitations: (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 apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything Anything in this Agreement to the contrary notwithstanding, other than liabilities relating to any claims referred to in Section 8.2(iii)(a) and except for (c) above (which claims shall have no limitations) and claims referred to in Section 8.2(iii)(b) above (which claims shall be limited to the Fundamental Representations (with respect to which this Section 7.4(c) shall not applyamount of the Base Purchase Price), the maximum aggregate obligation liability of Seller any Stockholder to indemnify BuyerBuyer under this Section 8 shall in no event exceed the amount of principal and interest remaining due under the Note; provided, Parent however, that it is hereby acknowledged -------- ------- and their Other Indemnified Persons agreed that (i) in the event that Buyer gives the Stockholders notice of one or more Asserted Liabilities in accordance with Section 8.4 above, the liability of any Stockholder to Buyer under this Section 7.2(a8 shall not be reduced below the amount of such Asserted Liabilities, notwithstanding the fact that Buyer continues to pay principal and interest on the Note until such time as such Asserted Liabilities have been resolved in accordance with Section 10.6 of this Agreement and (ii) will not exceed $2.3 million (in no event shall the “Cap”). Notwithstanding anything Stockholders be liable to Buyer for any adjustment already accounted for in this Agreement, Agreement to the maximum liability of Seller for any Losses claimed by extent that such adjustment is actually paid to Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (db) Notwithstanding anything 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)notwithstanding, 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, to the Stockholders under this Agreement Section 8 shall not in no event exceed the Base Purchase Price. (ec) Notwithstanding anything 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)notwithstanding, Buyer’s primary means of collecting on any Loss that is subject to no indemnification by Seller hereunder shall be by receiving payment out of the Escrow Account payable under either Section 8.2 or 8.3 (on the terms provided herein other than indemnification relating to any claims referred to in Section 8.2(iii)(a) and the Escrow Agreement), and Buyer (c) above (which claims shall have no right of collection directly from Seller for any limitations) and claims for Losses that aggregate referred 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 Section 8.2(iii)(b) above (which 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 7 there will shall be deducted the 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 (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 such proceeds, recoveries or Tax benefits (up limited to the amount of the Indemnifying Party’s payment). Base Purchase Price) unless either (A) the total of all claims for indemnification under the respective Section exceeds $50,000 in the aggregate, whereupon the full amount of such claims shall be recoverable in accordance with the terms hereof, or (B) a claim complying with clause (A) is asserted under either Section 8.2 or 8.3, whereupon any claim may be asserted as a counterclaim. (d) In addition, with respect to Buyer and Parent, determining the amount of any Loss for which indemnification is payable under this Article 7 will indemnity, any tax benefit, insurance proceeds or other similar recovery or offset realized, directly or indirectly, by the party to 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 of representations and warranties, indemnified shall be determined without regard used to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinreduce the indemnity obligation.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrary, Neither Purchaser nor Seller shall have any liability: (i) under this Article X unless the aggregate of all Damages for which such Party would, but for this clause (i), be liable hereunder exceeds on a cumulative basis an amount equal to * (the “Threshold”), in which event such Party shall be liable for all Damages in excess of the Threshold; and (ii) under this Article X in excess of * of the higher of (x) * or (y) the aggregate amount actually paid or payable by Purchaser to Seller will have no obligation to indemnify Buyerunder Article III; provided, Parent however, that the foregoing clauses (i) 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(aii) shall not applyapply to any Damages relating to (A) unless and until Buyer and Parent suffer an aggregate amount Excluded Liabilities or Assumed Liabilities, or (B) a breach of Losses by reason of such matters the covenants or agreements contained in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountthis Agreement. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement else to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything contained in this Agreement, the maximum liability of Seller for shall not be required to pay any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, amount under this Agreement Article X in cash to the extent that at the time such payment is due the aggregate of such amount together with all other amounts previously paid under this Article X to Purchaser exceeds the aggregate of all amounts actually paid by Purchaser to Seller under Article III, but may in lieu of paying such amount in cash, by notice to Purchaser pay such amount by requesting that such amount be deducted on a dollar-for-dollar basis from amounts due to Seller by Purchaser under Article III until fully paid; provided that Section 10.5(b) shall not exceed the Purchase Price received by Seller. apply to any payments in respect of (dA) Notwithstanding anything breach of covenants or agreements contained 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 hereunderB) Excluded Liabilities. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Seller Parties shall not be required to the contraryindemnify any Person under Section 11.1(a) or, solely with respect to Pre-Closing Covenants, Section 11.1(b), or Section 11.1(d) unless (i) Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except the amount which would otherwise be payable by Sellers thereunder with respect to Fundamental Representationsany given claim exceeds U.S.$100,000 (“Included Claims”) and (ii) the aggregate amount for all Included Claims exceeds U.S.$25,000,000, and in such event Sellers shall be responsible for only the amount in excess of such amount. In no event shall the total indemnification to be paid by Sellers under this Article XI (other than amounts paid pursuant to Section 11.1(b) with respect to which this Section 7.4(apost-Closing covenants, 11.1(c) shall not applyand 11.1(e)) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amountU.S.$300,000,000. (b) Notwithstanding anything in this Agreement to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except Any Indemnifiable Claim with respect to Fundamental Representationsany breach or nonperformance by either Party of a representation, with respect warranty, covenant or agreement shall be limited to which this Section 7.4(b) shall not apply) unless and until Seller suffers an aggregate the amount of actual Indemnifiable Losses sustained by the Indemnified Party by reason of such matters breach or nonperformance, net of any insurance proceeds. Nothing in excess this Agreement shall be construed to require the Indemnifying Party to make duplicative payments, in whole or in part, to an Indemnified Party, or to allow an Indemnified Party to receive duplicative payments or benefits, in whole or in part, in respect of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountan Indemnifiable Claim. (c) Notwithstanding anything If an inaccuracy in this Agreement any of the representations and warranties made by Sellers or a breach of any covenants of Sellers gives rise to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything an adjustment in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellerin accordance with Section 2.2, then such inaccuracy or breach shall not give rise to an indemnification obligation under Section 11.1. (d) 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 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 indemnification for breaches of representations or warranties contained in Section 3.3(a) and warranties3.3(g), Indemnifiable Losses shall be determined without regard to not include any “material,” “liability for Taxes in all material respects” respect of such representations and warranties where the underlying liability is in respect of any Post-Closing Taxable Period, it being understood that the foregoing shall not limit indemnification hereunder in respect of interest, penalties, or “Material Adverse Effect” qualification contained thereinother costs incurred in any Post-Closing Taxable Period where the underlying liability is in respect of Taxes for Pre-Closing Taxable Periods.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement to the contrarySellers shall not have any liability under Section 10.2(a), and Purchaser shall not have any liability under Section 10.2(c), unless (i) Seller will have no obligation to indemnify Buyerthe Loss for any individual indemnity claim (or series of related indemnity claims arising out of the same or common condition, Parent occurrence or event) exceeds the amount of $35,000 (the “De Minimis Amount”), and their Other Indemnified Persons, collectively, under Section 7.2(a(ii) (except with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an the aggregate amount of Losses by reason to the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, exceeds $335,000 (the “Basket”) and then only to the extent of such matters Losses in excess of $175,000 the Basket; provided, however, the De Minimis Amount and the Basket shall not apply to Losses relating to indemnity claims (i) based upon a breach of any of the Fundamental Representations or any of the representations and warranties under Section 5.6(b) (Condition and Sufficiency), Section 5.8 (Taxes) or Section 5.11(j), (ii) in cases of a Seller’s liability, under Sections 10.2(a)(ii) to (vii) hereof or Section 10.2(b) hereof, or (iii) in cases of a Purchaser liability, under Sections 10.2(c)(ii) to (v) hereof (collectively, the “DeductibleExempt Losses”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in The aggregate amount of Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 10.2(a) and Section 10.2(b) or for which the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 10.2(c), as applicable shall not exceed the amount of $3,350,000 (the “General Cap”); provided, however, notwithstanding the foregoing provision of this Agreement to the contrarySection 10.4(b), (i) Buyer will have no obligation the General Cap shall not apply to indemnify Seller any of the Exempt Losses; (ii) the aggregate amount of (A) Losses for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 10.2(a) for any breach of any of the representations and its Other Indemnified Persons, collectively, warranties under Section 7.3(a5.6(b) (except with respect Condition and Sufficiency) or Section 5.11 (Intellectual Property), plus (B) Losses otherwise subject to Fundamental Representationsthe General Cap, with respect to which this Section 7.4(b) shall not applyexceed the amount of $6,700,000; and (iii) unless and until Seller suffers an the aggregate amount of Losses by reason of such matters in excess of for which the Deductible, and Seller will Purchaser Indemnified Parties shall be entitled to recover only those Losses that indemnification pursuant to Section 10.2(b) shall not exceed such amountthe amount of $10,000,000. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation any other provision of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, in no event shall the maximum total aggregate liability of Seller for any Losses claimed by BuyerSellers, Parent and their respective Other Indemnified Personsor Purchaser, collectivelyas applicable, under this Agreement shall not exceed an amount equal to the Cash Purchase Price received by SellerSellers, except in the case of a breach by a Party of any post-Closing covenant under Sections 7.3, 7.5, 7.6, 7.7 or 7.11. (d) Notwithstanding anything Neither Sellers nor Purchaser shall make any claim for indemnification under this Article X in this Agreement respect of any matter that is taken into account in the calculation of any adjustment to the contrary and except for the Fundamental Representations (with respect Purchase Price pursuant 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 Price3.2. (e) Notwithstanding anything in this Agreement No knowledge, inquiry or investigation conducted, obtained or received by or on behalf of any Indemnified Party prior to or subsequent 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 7 there will be deducted the 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 (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 date hereof with respect to any Loss after fact or other matter relating to a representation of warranty made hereunder by the Indemnifying Party has made shall be deemed or constitute a payment waiver or release of such Indemnified Party’s right to enforce any covenant, representation or warranty of the Indemnifying Party hereunder or affect the right of the Indemnified Party with respect theretoto indemnification hereunder, it being the intent of this Section 10.4(e) that the Indemnified Party will promptly pay be able to the Indemnifying Party the amount rely on such representations and warranties regardless of any such proceedsknowledge, recoveries investigation or Tax benefits (up to the amount inquiry. Any waiver or release of the Indemnifying a Party’s payment). In addition, with respect right to Buyer and Parent, the amount of any Loss for which indemnification is payable under this Article 7 will Agreement must be net of all reserves provided for expressly set forth in the Final Net Book Value relating to such Losswriting. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement No party hereto shall be required to the contraryindemnify, defend or hold harmless any Person pursuant to Section 9.2(a) or Section 9.3(a): (i) Seller will have no obligation unless a Claim Notice is delivered prior to indemnify Buyerthe expiration of the relevant representation or warranty, Parent as applicable; and their Other Indemnified Persons, collectively, under Section 7.2(a(ii) (except with respect to Fundamental a claim pursuant to Section 9.2(a) or Section 9.3(a) for the breach of a representation and warranty other than the Specified Representations, unless and until the aggregate Losses of (A) the Purchaser, in the case of the Sellers, with respect to any such claims, or (B) the Sellers, in the case of the Purchaser, with respect to any such claims, exceed $512,500, at which this Section 7.4(a) point such party shall not apply) unless and until Buyer and Parent suffer an aggregate amount of be liable for all such Losses by reason of such matters in excess of exceeding $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount512,500. (b) Notwithstanding anything in this Agreement In no event shall the cumulative indemnification obligations of the Sellers pursuant to the contrary, (iSection 9.2(a) 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, breaches of representations and warranties other than the Specified Representations or the Purchaser pursuant to Section 9.3(a) with respect to which this Section 7.4(b) shall not apply) unless breaches of representations and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of warranties other than the DeductibleSpecified Representations on the other hand, and Seller will be entitled to recover only those Losses that exceed such amount$7,175,000. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall not apply), the maximum aggregate obligation The amount of Seller to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, payable under this Agreement Article IX by the Indemnitor shall not exceed be reduced (i) by any amounts actually recovered by the Purchase Price received Indemnitee under insurance policies or from any other Person (less any out-of-pocket expenses incurred by Sellerthe Indemnitee in collecting such amounts) and (ii) to take account of any Tax benefit of the Indemnitee arising in connection with the accrual, incurrence or payment of any such Losses in the taxable year in which the indemnifiable Loss is incurred or the following taxable year. (d) No party hereto shall be obligated to indemnify any other Person with respect to (i) any breach of a representation or warranty of such party to the extent such breach arises from or relates to any item disclosed in the Seller Disclosure Schedule, provided, however, that the foregoing limitation shall not apply to Sellers’ obligation to indemnify Purchaser for Pre-Closing Environmental Liabilities pursuant to Section 9.2(c), (ii) any covenant or condition expressly waived in writing by another party on or prior to the Closing, (iii) any indirect, special, incidental, consequential or punitive damages, or (iv) any Loss to the extent such Loss was included in the calculation of the adjustment of the Purchase Price pursuant to Section 2.6. Each party hereto agrees that, for so long as such party has any right of indemnification under this Article IX, it shall not, and shall use its commercially reasonable efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing or increase the cost of any obligation of any other party under this Article IX, except to the extent that such action is taken (x) for a reasonable legitimate purpose and not with a purpose of discovering a condition that would constitute a breach of any representation or warranty, covenant or agreement of any other party hereto or (y) in response to a discovery by such party, without violation of the immediately preceding clause (x), of meaningful evidence of a condition that constitutes a breach of any representation, warranty, covenant or agreement of any other party hereunder. Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) herein, an Indemnitor shall not apply), the maximum aggregate obligation of Buyer and Parent be obligated 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 an Indemnitee for any Losses claimed by Seller and its Other Indemnified PersonsLoss to the extent arising from any such voluntary or discretionary action, collectively, under this Agreement shall not exceed the Purchase Priceother than as so excepted. (e) Notwithstanding anything In addition to the other limitations set forth in this Agreement to the contrary and except Article IX, with respect to Seller’s failure any claim by the Purchaser for indemnification relating to pay Taxes as required under Losses arising out of, relating to or resulting from: (x) any breach of any representation and warranty set forth in Section 6.10(a) 4.17, or (gy) any Excluded Liability relating to environmental matters or Environmental, Health and Safety Requirements, including Pre-Closing Environmental Liabilities (collectively, “Environmental Losses”), Buyerthe Sellers’ obligation to indemnify, defend or hold harmless the Purchaser shall be limited to the extent: (i) Purchaser’s primary means insurer provides actual coverage, pursuant to the Purchaser’s Environmental Insurance Policy, for the Environmental Loss; (ii) (A) any such Environmental Loss arises out of collecting on any Loss a Third Party Claim that is subject solicited by the Purchaser or any of its Affiliates, representatives or agents or (B) any investigation, monitoring, removal, abatement, disposal, remediation, corrective action, and/or any other response action (“Response Action”) forming the basis of any such Environmental Loss is not reasonably necessary to indemnification comply with Environmental, Health and Safety Requirements and/or notices, directives or orders from any Governmental Entities; (iii) any such Environmental Loss would not have arisen but for any disclosure to any Governmental Entity by Seller hereunder shall be the Purchaser or any of its Affiliates, representatives or agents, except to the extent such disclosure was required by receiving payment out applicable Environmental, Health and Safety Requirements and/or any requests for information, notices, directives or orders from any Governmental Entity; (iv) any such Environmental Loss would not have arisen but for any intrusive investigations by Purchaser or any of the Escrow Account its Affiliates, representatives or agents that are not (on A) reasonably necessary to comply with applicable Environmental, Health and Safety Requirements and/or any notices, directives or orders from any Governmental Entity or (B) required by landlords at Leased Real Property pursuant to 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. Thereafterapplicable lease, and with respect to claims in excess the Owned Real Property, any intrusive investigations by prospective purchasers or tenants; (v) any Response Action forming the basis for any such Environmental Loss exceeds the cost of reasonable, cost effective Response Actions acceptable under Environmental, Health and Safety Requirements (including engineering or institutional controls or any lesser standards resulting from any site-specific risk assessments) based on the industrial or commercial use of the Escrow Accountrelevant facility or property; and (vi) any such Environmental Loss resulting from any condition or circumstance caused, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject contributed to indemnification hereunderor exacerbated by the Purchaser, any Affiliate of the Purchaser or any other Person under their control after the Closing Date. (f) In calculating Except for the amount of Losses suffered Purchaser’s rights to indemnification pursuant to Section 9.2 or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 claim for intentional fraud, the Indemnifying Party has made a payment Purchaser shall have no claim or right to indemnification, and none of the Sellers or any other Person shall have or be subject to any liability to the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of such proceeds, recoveries other party hereto or Tax benefits (up to the amount of the Indemnifying Party’s payment). In additionany other Person, with respect to Buyer and Parentany information, documents or materials furnished or made available to the amount Purchaser or any of its Affiliates, officers, directors, employees, agents or advisors by the Sellers or Affiliates thereof or any Loss for which indemnification is payable under this Article 7 will be net of all reserves provided for their respective officers, directors, employees, agents or advisors, whether orally or in writing, in certain “data rooms”, management presentations, functional “break out” discussions, responses to questions submitted on behalf of the Final Net Book Value relating to such LossPurchaser or in any other form in contemplation of the transactions contemplated hereby. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in any provision of this Agreement or any Related Document to the contrary, (i) Seller will shall have no obligation for any Losses arising out of or relating 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 apply) unless and until Buyer and Parent suffer an aggregate amount any breaches of Losses by reason any representations or warranties of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything Seller contained in this Agreement or in any Related Document (other than the Excluded Representations) pursuant to Section 7.1(a) unless the aggregate Losses of the Purchaser Indemnified Parties in connection with any such breach(es) exceed the Deductible, whereupon the indemnification obligation of Seller under Section 7.1(a) shall apply to the contrary, (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 such Losses by reason of such matters in excess of the Deductible, and (ii) Purchaser shall have no obligation for any Losses arising out of or relating to any breaches of any representations or 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 Seller will be entitled Indemnified Parties in connection with any such breach(es) exceed the Deductible, whereupon Purchaser’s indemnification obligation under Section 7.2(a) shall apply to recover only those the amount of such Losses that in excess of the Deductible. (b) Notwithstanding any provision of this Agreement or any Related Document to the contrary, the aggregate liability of Seller, on the one hand, and the aggregate liability of Purchaser, on the other hand, under Section 7.1(a) and Section 7.2(a), respectively, for all claims arising from breaches of representations or warranties (other than the Excluded Representations) under Article III or Article IV, as the case may be, shall not exceed such amountthe Cap. (c) Notwithstanding anything Payments by an Indemnitor pursuant to Section 7.1 or 7.2 in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 limited 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 any liability or incurred damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by a Party for which indemnification is sought under this Article 7 there will be deducted the amount Indemnitee in respect of (i) any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks; Indemnitee agrees that if Indemnitee receives any insurance proceeds or any other recovery from payment contemplated by the immediately preceding clause with respect to a third party actually paid Loss after payment by Indemnitor to such Party as a result Indemnitee in respect of or related to any such Loss, and (ii) any Tax benefit actually realized in or prior then Indemnitee shall reimburse Indemnitor to the Taxable year in which extent of the Loss arises proceeds or the indemnification other 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 actually received by the Indemnified Party with respect to Indemnitee less 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 such proceeds, recoveries or Tax benefits related costs and expenses incurred therein (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 including all reserves provided for costs referenced in the Final Net Book Value relating to such Lossimmediately preceding clause). (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in Any amounts which any party hereto may be obligated to pay another party hereto pursuant to this Agreement Article 7 will be reduced by an amount equal 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 any insurance recovery with respect to Fundamental Representations, with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to the contrary, (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 Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the 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 (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 losses 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 such proceeds, recoveries or Tax benefits Indemnitee (up to the amount net of the Indemnifying Party’s paymentpresent value of reasonably anticipated increases in the future insurance premiums of the indemnified party). In addition, with respect the Shareholders shall not be liable to Parent or Buyer and Parent, pursuant to this Article 7 until the amount aggregate of any Loss 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 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 liable to the Shareholders pursuant to this Article 7 until the aggregate of all claims pursuant to Section 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 (i) any payment due under Section 2.4, (ii) any Claim arising under Section 7.1(b), or (iii) any Claim which is a Third Party Claim. In determining whether the threshold amounts have been met, any individual claims of less than $5,000.00 shall be excluded. Neither the Shareholders nor Parent and Buyer collectively shall be obligated to make payments to satisfy indemnification is payable obligations under this Article 7 will be net in excess of all reserves $3,000,000.00; provided for in the Final Net Book Value relating to such Loss. (g) For purposes of this Article 7, the calculation of Losses that with respect to any breach Claim which is based on or arises from (i) fraud, (ii) a violation of representations state or federal health care laws (including any civil claims arising from such violation), including those laws and warrantiesregulations 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 regulation, certification or licensure of health care providers, or (iii) a violation of state or federal employment laws (including any civil claims arising from such violation), the limit on indemnification obligations shall be determined without regard equal to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinthe Purchase Price.

Limitations on Indemnification. (ai) No claim for indemnification may be asserted against either Acquiror, on the one hand, or any 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 in this Agreement to the contrarycontrary 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) Seller will have 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 $20,000,000 (the “Indemnification Basket”), in which case the Stockholders shall be liable only for the amount of Damages in excess of the Indemnification Basket; (y) no obligation individual claim for Damages pursuant to indemnify Buyerany 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, Parent officers, employees, agents, successors and their Other 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 PersonsClaim), collectivelyexceeds the de minimis threshold of $50,000 (the “Indemnification Threshold”); and (z) if the Closing occurs, under except in connection with the representations, warranties, covenants and agreements that are expressly stated in the beginning of this Section 7.2(a6(c)(ii)(A) as not being subject to the limitations in this 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 transactions contemplated hereby (except including with respect to Fundamental RepresentationsPL/GL Indemnified Claims, with respect the Retained Guaranty and claims pursuant to which Section 6(a)(v)) shall be recovery of shares of Acquiror Common Stock that Acquiror is to deliver to Escrow Agent pursuant to Section 6(c)(ii)(A). At the Closing, as collateral for the Stockholders’ indemnification obligations under this Section 7.4(a6, Acquiror will deliver to Escrow Agent a number of shares of Acquiror Common Stock equal to the quotient of (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 the Escrow Agreement. (B) 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 applybe 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 Buyer and Parent suffer an the aggregate amount of Losses by reason of such matters in excess of indemnifiable Damages that otherwise would be recovered from Acquiror equals or exceeds $175,000 20,000,000 (the “DeductibleAcquiror Indemnification Basket”), and Buyer and Parent will in which case Acquiror shall be entitled to recover liable only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement to for the contrary, (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 Damages in excess of the DeductibleAcquiror 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 Seller will permitted assigns, or shall be entitled 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 recover only those Losses 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 such amount$200,000,000. (cC) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) Neither Party shall not apply), the maximum aggregate obligation of Seller be obligated to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent other or its Affiliates and their respective Other Indemnified Personsdirectors, collectivelyofficers, under this Agreement shall not exceed the Purchase Price received by Seller. (d) Notwithstanding anything in this Agreement to the contrary employees, agents, successors 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 7 there will be deducted the 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 (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 permitted assigns with respect to any Loss after the Indemnifying Party has made a payment Damages if and to the Indemnified extent that such other Party with respect thereto, received credit or other compensation for such Damages in the Indemnified Party will promptly pay adjustments to the Indemnifying Party the amount of such proceedsMerger Consideration, recoveries or Tax benefits (up if any, to be made pursuant to the amount terms of the Indemnifying Party’s paymentthis Agreement as finally determined pursuant to Section 2(e). 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. (gD) For purposes 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 breach or alleged breach of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinAgreement.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement Seller shall not be liable with respect to the contrary, (i) Seller will have no obligation any matter referred to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under in Section 7.2(a13.2(a)(i) or (except ii) Section 13.2(a)(iv) with respect to Fundamental Representationsany breach or failure to perform the covenants or agreements set forth in Sections 6.1 and 6.2 of this Agreement unless the aggregate Losses incurred by Buyer thereunder exceed $12,500,000 (the “Basket”), with respect in which event the Indemnified Person will be entitled to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of make a claim against Seller for such Losses by reason of such matters in excess of $175,000 6,250,000. Seller shall not be liable with respect to Section 13.2(a)(ii) unless the aggregate Losses incurred by Buyer thereunder exceed $20,000,000 (the “DeductibleEnvironmental Basket”), and Buyer and Parent in which event the Indemnified Person will be entitled to recover only those make a claim against Seller for such Losses that exceed such amount. in excess of $10,000,000. Seller’s combined aggregate liability under (bx) Notwithstanding anything in this Agreement to the contrary, Section 13.2(a)(i) and (iy) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a13.2(a)(iv) (except with respect to Fundamental Representations, with respect any breach or failure to which perform the covenants set forth in Sections 6.1 and 6.2 of this Section 7.4(b) Agreement shall not apply) unless and until Seller suffers exceed an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled equal to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 62,500,000 (the “Cap”). Notwithstanding anything in this Agreement, the maximum Seller’s aggregate liability of Seller for any Losses claimed by Buyer, Parent under Section 13.2(a)(ii) and their respective Other Indemnified Persons, collectively, under this Agreement 13.2(a)(vi) shall not exceed an amount equal to $200,000,000 (the Purchase Price received by “Environmental Cap”). Seller. (d) 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 ’s aggregate obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons liability under Section 7.3(a13.2(a)(iii) 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. (eb) Notwithstanding anything in this Agreement to the contrary and except Buyer shall not be liable with respect to Sellerany matter referred to in Section 13.3(a)(i) unless the aggregate Losses thereunder exceed the Basket, in which event Seller will be entitled to make a claim against Buyer for such Losses in excess of $6,250,000. Buyer’s failure to pay Taxes as required aggregate liability under Section 6.10(a13.3(a)(i) or shall not exceed an amount equal to the Cap. Buyer’s aggregate liability under Section 13.3(a)(ii) shall not exceed the Purchase Price. (gc) The parties agree that, for purposes of Sections 13.2(a)(i), Buyer’s primary means (ii) and (iii) and Sections 13.3(a)(i) and (ii), the amount of collecting on the Losses (and not the existence of a breach) shall be determined without giving effect to any materiality, Material Adverse Effect or similar qualifications contained in such representations and warranties. (d) The amount for which an Indemnifying Person shall be liable with respect to any Loss that is subject to indemnification by Seller hereunder shall be reduced (i) to the extent that the Indemnified Person shall theretofore have actually realized any net proceeds recovered from Third Parties (other than insurers) with respect to such Loss and (ii) by receiving the amount of any net Tax benefit actually realized by an Indemnified Person (or any of its subsidiaries) due to the incurrence of such Loss. If an Indemnified Person shall have received or shall have had paid on its behalf an indemnity payment out with respect to a Loss and shall subsequently receive, directly or indirectly, such proceeds, then the Indemnified Person shall promptly pay to the Indemnifying Person the net amount of such proceeds or, if less, the Escrow Account (on the terms provided herein and the Escrow Agreement), and Buyer amount of such indemnity payment. The Indemnified Person shall have no obligation to take any action to file claims under applicable policies to recover insurance proceeds that may be due to the Indemnified Person in order to mitigate the Indemnifying Person’s obligations hereunder. (e) No party shall have any 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 indemnification hereunder with respect to claims any Loss if such Loss is included in excess the calculation of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunderNet Working Capital. (f) In calculating the amount of Losses suffered Neither Buyer nor Seller (or incurred by a Party for which indemnification is sought their respective Affiliates) shall have any right to set-off any payment due under this Article 7 there will be deducted the amount of (i) any insurance proceeds Agreement or any other recovery from a third party actually paid agreement by or among Buyer and Seller (or their respective Affiliates) against any other payments to such Party as a result of or related to be made pursuant this Agreement, any such Loss, and (ii) any Tax benefit actually realized in other agreement 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 such proceeds, recoveries or 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 Lossotherwise. (g) For purposes of this Article 7Each Indemnified Person shall consult and cooperate with the Indemnifying Person and shall take, the calculation of and shall cause its Affiliates to take, all other commercially reasonable actions to mitigate Losses in connection with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinclaims for which an Indemnified Person seeks indemnification hereunder.

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 Except with respect to Fundamental RepresentationsLiability Claims pursuant to Section 6.2(a)(ii), with respect to which this Section 7.4(a6.2(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 apply) unless and until Buyer and Parent suffer an aggregate amount be the Holdback Shares, determined by reducing the number of Losses by reason issuable Holdback Shares from the total number of such matters in excess of $175,000 Holdback Shares then outstanding (the “Deductible”if any), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement Except for Fraud, no Indemnitor shall be liable to the contrary, (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 Persons until Seller suffers an the aggregate amount of all Losses by reason which would otherwise be indemnifiable under Section 6.2(a)(i) equal or exceed $200,000 (the “Basket”); provided, however, that to the extent such Losses exceed the Basket, the Indemnitors shall indemnify the Indemnified Persons for each dollar of such matters Losses up to and including the Basket, in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountaccordance with their Indemnity Pro Rata Portion. (c) Notwithstanding anything in Except as otherwise required by Applicable Law, the Parties will treat any payments made under this Agreement Article VI as an adjustment to the contrary Total Consideration as specified in Section 2.2 for accounting and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Sellerapplicable Tax purposes. (d) Notwithstanding anything 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 this Agreement to the contrary and except for the Fundamental Representations (connection with respect any indemnification obligation to which this Section 7.4(d) shall not apply), the maximum aggregate obligation of Buyer and Parent such Indemnitor may become subject pursuant to indemnify Seller and its Other Indemnified Persons under Section 7.3(a) will not exceed the Cap. Notwithstanding anything or in connection with 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 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 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 hereunderClosing. (f) In calculating the amount The right of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the amount of (i) any insurance proceeds Buyer or any other recovery from Indemnified Persons to pursue a third party 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 paid to such Party as a result of or related to any such Loss, and (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 such Indemnitor, except in the Indemnified Party case of Fraud committed by or 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 actual knowledge of such proceeds, recoveries or 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 LossIndemnitor. (g) For purposes The amount of any Losses that are subject to indemnification under this Article 7Section 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 calculation 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 Agreement shall 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 Indemnitors) with respect to any breach Losses which have already been settled under this Section 6.3 through the forfeiture of representations and warrantiesHoldback Shares, it shall issue (or, if prior to the Holdback Release Date, allocate for potential issuance) such Holdback Shares. No Indemnified Person shall be determined without regard entitled to recover any “material,” “Losses under this Agreement in all material respects” or “Material Adverse Effect” qualification contained thereinrespect of a single set of facts and circumstances to the extent 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. (a) Notwithstanding anything in this Agreement to the contrary, The maximum aggregate liability of Transferor for indemnification shall not exceed (i) Seller will have no obligation pursuant to Section 9.2(a), Section 9.2(d) and Section 9.2(f), 12% of the Base Price; (ii) pursuant to Section 9.2(b), Section 9.2(c) and Section 9.2(e), the Base Price. (b) Transferor shall not be liable to indemnify Buyer, Parent and their Other any Acquiror Indemnified Persons, collectively, Party for any Losses under Section 7.2(a9.2(a) (except with respect to Fundamental Representationsor Section 9.2(b), with respect to which this Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an the aggregate amount of all such Losses by reason exceeds 1.0% of such matters in excess of $175,000 the Base Price (the “Deductible”), and Buyer and Parent will then only for the amount by which such Losses exceed the Deductible; provided, however, that only Losses arising out of any claim or series of related claims that exceed $250,000 shall count toward the foregoing Deductible; provided, further, that the Acquiror Indemnified Parties shall not be entitled to recover only those make any claims for indemnification under Section 9.2(a) or Section 9.2(b) unless the Losses that resulting from such claims or series of related claims exceed such amount. (b) Notwithstanding anything $250,000. For the avoidance of doubt, the limitations set forth in this Agreement to the contrary, (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(b9.4(b) shall not applyapply to any indemnification obligation of Transferor under Section 9.2(c), Section 9.2(d), Section 9.2(e) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountSection 9.2(f). (c) Notwithstanding anything in this Agreement to the contrary and except The maximum aggregate liability of Acquiror for the Fundamental Representations (with respect to which this Section 7.4(c) indemnification shall not applyexceed (i) pursuant to Section 9.3(a) and Section 9.3(c), 12% of the Base Price; (ii) pursuant to Section 9.3(b), 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by SellerBase Price. (d) Notwithstanding anything Acquiror shall not be liable to indemnify any Transferor Indemnified Party for any Losses under Section 9.3(a) unless and until the aggregate amount of all such Losses exceeds the Deductible, and then only for the amount by which such Losses exceed the Deductible; provided, however, that only Losses arising out of any claim or series of related claims that exceed $250,000 shall count toward the foregoing Deductible; provided, further, that the Acquiror Indemnified Parties shall not be entitled make any claims for indemnification under Section 9.3(a) unless the Losses resulting from such claims or series of related claims exceed $250,000. For the avoidance of doubt, the limitations set forth in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d9.4(d) shall not apply), the maximum aggregate apply to any indemnification obligation of Buyer and Parent to indemnify Seller and its Other Indemnified Persons Acquiror under Section 7.3(a9.3(b) 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 PriceSection 9.3(c). (e) Notwithstanding anything in this Agreement to the contrary and except with respect to Sellerin this Agreement, nothing in this Article IX (or otherwise) shall limit any Party’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 liability 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 hereunderFraud. (f) In Solely for purposes of determining whether there has been a breach of any representation or warranty and calculating the amount of Losses suffered resulting therefrom, any qualifications or incurred by a Party for which indemnification is sought under this Article 7 there will limitations in such representations or warranties as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or similar qualifiers shall be deducted the amount of disregarded and given no effect (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 (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 than 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 such proceeds, recoveries or Tax benefits (up to the amount use of the Indemnifying Party’s paymentterm “Material Adverse Effect” in Section 3.6, and Section 4.9 which shall not be disregarded). 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 the purposes of calculating Losses to which the Acquiror Indemnified Parties or the Transferor Indemnified Parties, as applicable, are entitled under this Article 7IX, the calculation of (i) such Losses with respect to any breach of representations and warranties, shall be determined without regard duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation or warranty; (ii) such Losses shall be reduced by the amount of any “material,” “proceeds received pursuant to the terms of any insurance policies; (iii) such Losses shall be reduced by the amount of any prior or subsequent recovery from any other Person with respect to such Losses; and (iv) such Losses shall be reduced by the amount of any Tax benefits (determined on a with or without basis) actually realized in all material respects” the taxable year of such Loss by an Acquiror Indemnified Party or “Material Adverse Effect” qualification contained thereinthe Transferor Indemnified Party, as applicable, as a result of such Losses or the events or circumstances giving rise thereto. (h) Notwithstanding anything to the contrary in this Agreement, neither any of the Transferor Indemnified Parties nor the Acquiror Indemnified Parties shall be entitled to indemnification under this Article IX for any Loss to the extent that the amount of such Loss has been taken into account pursuant to Section 2.6 of this Agreement. The Parties agree that no Party shall be compensated more than once for the same Loss. (i) Notwithstanding anything to the contrary in this Agreement, the Acquiror Indemnified Parties and the Transferor Indemnified Parties shall only be entitled to recover Losses that constitute direct damages actually incurred or suffered by them and shall not be entitled to recover any indirect, special, punitive, exemplary, or consequential damages, including damages for lost profits or diminution in value, except to the extent such damages are actually awarded in a Third-Party Claim.

Limitations on Indemnification. (a) Neither Seller, MR Holdings nor Parent shall be required to provide indemnification for claims made solely under Section 9.02(a) unless the Indemnified Party’s Losses for all such claim(s) shall exceed Twenty Five Thousand Dollars ($25,000.00) in the aggregate (the “Basket”) (at which point Seller, MR Holdings and Parent will be obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that neither Seller, MR Holdings nor Parent will have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of less than Five Thousand Dollars ($5,000.00) (the “Threshold”) unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Seller, MR Holdings and Parent pursuant to the terms herein. In no event shall Seller’s, MR Holdings’ and Parent’s aggregate liability with respect to all claims of indemnification made solely under Section 9.02(a) exceed Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000.00) in the aggregate (the “Cap”). Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 5.01, 5.02, 5.03, 5.05, 5.07(a), 5.14(b), and 5.22 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, (i) Seller will have no obligation to indemnify Buyerthe limitations set forth herein shall not apply in the event that Seller, MR Holdings, Parent and their Other Indemnified Personsor Principal is found to have committed fraud or intentional misrepresentation. Notwithstanding anything to the contrary contained in this Agreement, collectively, no Party shall have any right to indemnification under Section 7.2(a) (except this Article IX with respect to Fundamental Representations, with respect to which this any Losses or alleged Losses if such matter was determined as part of the proration adjustment procedures set forth in Section 7.4(a) shall not apply) unless and until Buyer and Parent suffer an aggregate amount of Losses by reason of such matters in excess of $175,000 (the “Deductible”), and Buyer and Parent will be entitled to recover only those Losses that exceed such amount3.03. (b) Buyer shall not be required to provide indemnification for claims made solely under Section 9.03(b) unless the Indemnified Party’s Losses for all such claim(s) shall exceed in the aggregate the Basket (at which point Buyer will be obligated to indemnify the Indemnified Party’s Losses from the first dollar; provided, however, that Buyer will not have an obligation to indemnify the Indemnified Party for Losses with respect to individual Losses of less than the Threshold unless more than one Indemnified Party’s Losses, each less than the Threshold, arises from the same or similar facts or circumstances and such Indemnified Party’s Losses collectively exceed the Threshold, in which case, all such Indemnified Party’s Losses shall be indemnified by Buyer pursuant to the terms herein. In no event shall Buyer’s aggregate liability with respect to all claims of indemnification made solely under Section 9.03(b) exceed the Cap. Notwithstanding the foregoing, the Parties hereto acknowledge and agree that any Losses arising out of, resulting from or relating to any inaccuracy in, misrepresentation of, or breach of the representations and warranties contained in Sections 6.01, 6.02, 6.04 and 6.05 shall not be subject to the limitations set forth in this Section 9.06. Notwithstanding anything in this Agreement to the contrary, (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) the limitations set forth herein shall not apply) unless and until Seller suffers an aggregate amount of Losses by reason of such matters in excess of the Deductible, and Seller will be entitled to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 apply in the Escrow Account unless and until the Escrow Account has been exhausted. Thereafter, and with respect event that Buyer is found to claims in excess of the Escrow Account, Buyer and Parent may seek collection directly from Seller for Losses otherwise subject to indemnification hereunderhave committed fraud or intentional misrepresentation. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 such proceeds, recoveries or 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 of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement The Seller Indemnitors shall not be required to the contrary, indemnify any Person under Sec- tion 9.1(a) unless (i) the indemnified amount that would be payable by the Seller will have no obligation to indemnify Buyer, Parent and their Other Indemnified Persons, collectively, under Section 7.2(a) (except Indemnitors with respect to Fundamental Representations, with respect to which this Section 7.4(aany given Indemnifiable Claim exceeds $400,000 (“Seller Includable Claims”); and (ii) shall not apply) unless and until Buyer and Parent suffer an the aggregate amount of Losses by reason of for all Seller Includable Claims exceeds $30,000,000, and in such matters event, Seller Indemnitors shall be responsible for only the amount in excess of $175,000 (30,000,000; provided, however, that the “Deductible”)foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 and Buyer 3.17. In no event shall the total indem- nification to be paid by the Seller Indemnitors under Section 9.1(a) exceed $400,000,000; provided, however, that the foregoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and Parent will warranties set forth in Sec- tions 3.1, 3.2, 3.3 and 3.17. The Seller Indemnitors shall not be entitled required to recover only those Losses indemnify any Person under Section 9.1(d) unless the amount that exceed such amountwould be payable by the Seller Indemni- tors with respect to any given Indemnifiable Claim exceeds $400,000. (b) Notwithstanding anything in this Agreement Purchaser shall not be required to the contrary, indemnify any Person under Section 9.2(a) unless (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Persons, collectively, under Section 7.3(a) (except the indemnified amount that would be payable by Purchaser with respect to Fundamental Representations, with respect to which this Section 7.4(bany given Indemnifiable Claim exceeds $400,000 (“Purchaser Includable Claims”); and (ii) shall not apply) unless and until Seller suffers an the aggregate amount of Losses by reason of for all Purchaser Includable Claims exceeds $30,000,000, and in such matters event, Purchaser shall be responsible for only the amount in excess of $30,000,000; pro- vided, however, that the Deductibleforegoing limitations do not apply to indemnification based upon or resulting from any inaccuracy in any of the representations and warranties set forth in Sec- tions 4.1, 4.2 and Seller will 4.7. In no event shall the total indemnification to be entitled paid by Purchaser un- der Section 9.2(a) exceed $400,000,000; provided, however, that the foregoing limitations do not apply to recover only those Losses that exceed such amountindemnification based upon or resulting from any inaccuracy in any of the repre- sentations and warranties set forth in Sections 4.1, 4.2 and 4.7. (c) Notwithstanding anything Any Indemnifiable Claim with respect to any breach or nonperformance by any party of a representation, warranty, covenant or agreement shall be limited to the amount of actual Indemnifiable Losses sustained by the Indemnified Party by reason of such breach or nonperformance, net of any insurance or other proceeds received by the Indemnified Party in respect of such claim. Nothing in this Agreement is intended to require or permit the contrary and except for pay- ment by the Fundamental Representations (with respect Indemnifying Party of duplicative, in whole or in part, indemnity payments hereunder to which this Section 7.4(c) shall not apply), the maximum aggregate obligation of Seller to indemnify Buyer, Parent and their Other an Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by SellerParty. (d) Notwithstanding anything If an inaccuracy in this Agreement any of the representations and warranties made by Dynegy or Seller, or a breach of any of the covenants of Dynegy or Seller, gives rise to an adjustment in the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(d) shall not apply), the maximum aggregate obligation Purchase Price or is otherwise addressed in some other provision 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 then such inaccuracy or breach shall not exceed the Purchase Pricegive rise to an indemnification obligation under Section 9.1. (e) Notwithstanding anything If any Indemnifiable Claim is based upon or resulting from any inaccuracy in this Agreement to any of the contrary representations 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 warranties and is also subject to indemnification by Seller hereunder under Sections 9.1(b) through (i), the provisions of this Section 9.5 applicable to inaccuracies in any repre- sentation or warranty 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 inapplicable 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 hereundersuch Indemnifiable Claim. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 proceedsIndemnifiable Claim is based upon or resulting from any breach or inaccu- racy in Section 3.19(a), recoveries Dynegy shall have the right and option, but not the obligation, to con- tribute and deliver, or Tax benefits are received by the Indemnified Party cause to be contributed and delivered, within 30 days after notice with respect to any Loss after the Indemnifying Party such Indemnifiable Claim has made a payment been delivered in accordance with Section 9.3(a), such assets as are required to the Indemnified Party with respect thereto, the Indemnified Party will promptly pay to the Indemnifying Party the amount of cure (in whole or in part) such proceeds, recoveries breach or Tax benefits (up to the amount of the Indemnifying Party’s payment)inaccuracy. In additionthe event Dynegy makes such election and fails for whatever reason to cure (in whole or in part) such breach or inaccuracy, in no event shall such failure be deemed a breach or non perform- ance of a covenant or obligation of any Dynegy Party, and Purchaser shall be entitled to pur- sue any remedy available to it with respect to Buyer and Parent, the amount original breach or inaccuracy of any Loss for which indemnification is payable under this Article 7 will be net of all reserves provided for in Section 3.19(a) to the Final Net Book Value relating to extent such Lossbreach or inaccuracy remains uncured. (g) For purposes of this Article 7, the calculation of Losses with respect to any breach of representations and warranties, shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained therein.

Limitations on Indemnification. (a) Notwithstanding anything in this Agreement All claims for indemnification pursuant to Section 9.1 must be made within twenty-four (24) months following the contraryClosing Date or otherwise shall be considered and deemed null and void; provided, however, that claims for indemnification relating to any breach of Section 4.1 (iOrganization and Qualification), Section 4.2 (Authority; Enforceability), Section 4.3 (Noncontravention), Section 4.8(a) Seller will have no obligation to indemnify Buyer(Tangible Personal Property), Parent Section 4.15 (Employee Benefit Plans), Section 4.16 (Tax Matters) and their Other Indemnified Persons, Section 4.22 (Employees; Labor Relations) must be made within the applicable statute of limitations (collectively, under Section 7.2(athe “Indemnity Period”). Notwithstanding the foregoing, if one or more Claim Notices (as defined below) (except is given to any of the Indemnifying Parties within the required time period, such applicable Indemnity Period shall continue in full force and effect solely with respect to Fundamental Representations, the claim(s) set forth in such Claim Notice(s) until such time as such claim has been fully and finally resolved in accordance with respect to which this Section 7.4(a9.5 or Section 9.6. (b) The Seller Parties shall not applybe required to make any indemnification payments under Sections 9.1(a)(i) (ii), (iv) or (v) unless and until Buyer the claims asserted against the Seller Parties thereunder exceed U.S.$300,000 in the aggregate, after which the Indemnified Purchaser Parties shall be entitled to recover for any and Parent suffer an aggregate amount of Losses by reason of such matters all Claims under Sections 9.1(a)(i), (iv) or (v) in excess of $175,000 U.S.$300,000 (the “Deductible”). Each Shareholder shall not be required to make any indemnification payments under Section 9.2 unless and until the claims asserted against such Shareholder thereunder exceed U.S. $150,000 in the aggregate, and Buyer and Parent will after which the Indemnified Purchaser Parties shall be entitled to recover only those Losses that exceed for all such amount. (bclaims in excess of U.S. $150,000. Notwithstanding the foregoing, the provisions of this Section 9.4(b) Notwithstanding anything in this Agreement shall not apply to the contrary, (i) Buyer will have no obligation to indemnify Seller and its Other Indemnified Personsany breach of Section 4.16 (Tax Matters), collectively, under Section 7.3(a(ii) any knowing or intentional breach of a representation or warranty (except iii) or any liabilities with respect to Fundamental Representations, with respect Seller’s administration of any Employment Benefit Plan up 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 including the Deductible, and Seller will be entitled to recover only those Losses that exceed such amountClosing Date. (c) Notwithstanding anything in The maximum liability under Sections 9.1(a)(i), (ii),(iv), (v) and Section 9.2 of the Seller Parties on an aggregate basis shall be U.S.$8,000,000; provided, however, that this Agreement to the contrary and except for the Fundamental Representations (with respect to which this Section 7.4(c) limitation shall not apply), the maximum aggregate obligation of Seller apply to indemnify Buyer, Parent and their Other Indemnified Persons under Section 7.2(a) will not exceed $2.3 million (the “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 7 there will be deducted the amount of (i) any insurance proceeds or any other recovery from a third party actually paid to such Party as a result breach of or related to any such LossSection 4.16 (Tax Matters), and (ii) any Tax benefit actually realized in knowing or prior to the Taxable year in which the Loss arises intentional breach of a representation 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 such proceeds, recoveries or 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 Losswarranty. (gd) For purposes of this Article 7All claims for indemnification pursuant to Section 9.3 must be made within twenty-four (24) months following the Closing Date or otherwise shall be considered and deemed null and void; provided, the calculation of Losses with respect however, that claims for indemnification relating to any breach of representations Section 6.1 (Organization and warrantiesQualification), Section 6.2 (Authority; Enforceability) Section 6.3 (Noncontravention), and Section 6.8 (Validity of Shares) must be made within the applicable statute of limitations (collectively, the “Purchaser Indemnity Period”). Notwithstanding the foregoing, if one or more Claim Notices (as defined below) is given to any of the Indemnifying Parties, such applicable Purchaser Indemnity Period shall continue in full force and effect solely with respect to the claim(s) set forth in such Claim Notice(s) until such time as such claim has been fully and finally resolved in accordance with Section 9.5 or Section 9.6. (e) The Purchaser and the Parent shall not be required to make any indemnification payments under Sections 9.3(a), (b) unless and until the claims asserted against the Purchaser and/or the Parent exceed U.S.$300,000 in the aggregate, after which the Seller Party Indemnified Parties shall be determined without regard entitled to recover for all Claims under Sections 9.3(a), (b) in excess of U.S.$300,000; provided, however, that the foregoing limitation shall not apply to any “material,” “in all material respects” knowing or “Material Adverse Effect” qualification contained thereinintentional breach of a representation or warranty. The maximum liability under Section 9.3(a) shall be U.S.$8,000,000; provided however, that the foregoing limitation shall not apply to any knowing or intentional breach of a representation or warranty.

Limitations on Indemnification. 7.3.1 The provisions for indemnity under Section 7.1.1(a) or Section 7.1.2(a) shall be effective only (a) Notwithstanding anything for any individual claim or series of related claims arising from the same facts and circumstances where the Loss exceeds $[*] and (b) when the aggregate amount of all Losses for claims or series of related claims arising from the same facts and circumstances in this Agreement excess of $[*] for which indemnification is sought from any Indemnifying Party exceeds $[*], in which case the Indemnified Party shall be entitled to indemnification of the contrary, Indemnified Party’s Losses in excess thereof. In no event shall any Indemnifying Party have liability for indemnification under (i) Seller will have no obligation to indemnify Buyer(A) Section 7.1.1(a) or (B) Section 7.1.2(a), Parent as applicable, or (ii) under (A) Section 7.1.1(b) or (B) Section 7.1.2(b), as applicable, in either case (clauses (ii)(A) and their Other Indemnified Persons, collectively, under Section 7.2(a) (except with respect to Fundamental Representationsii)(B)), with respect to which any failure to perform or any breach of any covenant, agreement or obligation contained in Article 4, for any amount exceeding, in the aggregate, $[*]; provided, however, that the limitations on indemnification under this Section 7.4(a) 7.3.1 shall not apply) unless apply to breaches of any Fundamental Rep. 7.3.2 The Indemnified Party shall take all commercially reasonable steps to mitigate any Losses incurred by such Party upon and until Buyer and Parent suffer an aggregate after becoming aware of any event or condition that would reasonably be expected to give rise to any indemnification rights hereunder. The amount of Losses recovered by reason of an Indemnified Party under Section 7.1.1 or Section 7.1.2, as applicable, shall be reduced by (a) any amounts actually recovered by the Indemnified Party from a Third Party in connection with such matters in excess of $175,000 (the “Deductible”), claim and Buyer and Parent will be entitled to recover only those Losses that exceed such amount. (b) Notwithstanding anything in this Agreement the amount of any insurance proceeds paid to the contrary, Indemnified Party relating to such claim (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 net of the amount of Losses by reason of such matters any associated increase in excess insurance premiums), in each case ((a) and (b)), out of the Deductible, and Seller will be entitled Indemnified Party’s costs of recovery. Buyer shall use its commercially reasonable efforts to recover only those Losses that exceed such amount. (c) Notwithstanding anything in this Agreement to the contrary and except collect insurance proceeds for the Fundamental Representations (with respect to which this Section 7.4(c) shall 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 “Cap”). Notwithstanding anything in this Agreement, the maximum liability of Seller for any Losses claimed by Buyer, Parent and their respective Other Indemnified Persons, collectively, under this Agreement shall not exceed the Purchase Price received by Seller. (d) 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 hereunderunder Section 7.1. (f) In calculating the amount of Losses suffered or incurred by a Party for which indemnification is sought under this Article 7 there will be deducted the 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 (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 benefits1. If any such proceeds, recoveries or Tax benefits amounts referenced in the preceding clauses (a) and (b) are received after payment by the Indemnified Party with respect to any Loss after the Indemnifying Party has made a payment of the full amount otherwise required to the be paid to an Indemnified Party with respect theretopursuant to this Article 7, the Indemnified Party will promptly pay 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 7 had such amounts been received prior to such payment. 7.3.3 If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 7.1.1 or Section 7.1.2 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 proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such proceeds, recoveries or Tax benefits (up to payment. 7.3.4 The representations and warranties of Seller and Buyer contained in this Agreement shall survive the amount Closing and continue in full force and effect thereafter through and including the first anniversary of the Indemnifying Party’s payment). In addition, with respect to Buyer and ParentClosing Date (such date, the amount “Survival Date”); provided, that the Fundamental Reps shall remain in full force and effect and shall survive indefinitely or, if applicable, until 60 days following the expiration of any Loss for which indemnification is payable under this Article 7 will be net the applicable statute of all reserves provided for limitations. Any obligation of a Party to indemnify the other Party in the Final Net Book Value relating to such Loss. (g) For purposes respect of this Article 7, the calculation of Losses with respect to any breach of representations any covenant or agreement set forth in Article 4 shall survive the Closing through and warranties, including the Survival Date. Any obligation of a Party to indemnify the other Party in respect of any breach of any covenant or agreement which is to be performed following the Closing shall be determined without regard to any “material,” “in all material respects” or “Material Adverse Effect” qualification contained thereinsurvive until the applicable statute of limitations except as otherwise specified herein.