Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. (a) Seller will have no Liability to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “Cap”); provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.

Limitations on Indemnity. (a) Seller will have no Liability No Party shall be required to the Buyer Indemnitees for make any payment with respect to its indemnification for any obligations in respect of a breach of any representation or warranty under this Article 4 unless (A) the aggregate Losses arising from an individual breach of Seller’s representations any representation or warranty exceed *** (it being stated for the avoidance of doubt that the Losses arising from any potential indemnification claims that arise out of or involve or relate to similar facts or are based on related or similar occurrences, events or circumstances will be aggregated and warranties pursuant to treated as a single breach for purposes of this clause (A) of this Section 11.2(a4.3) hereof and (iB) until such time as the total obligations to the DISH Indemnified Persons, on the one hand, or the EchoStar Indemnified Persons, on the other hand, excluding Losses for which indemnification is not available as a result of all Losses with respect to such matters exceeds $150,000 the application of the de minimis threshold contained in clause (A) above, exceed *** in the aggregate (the “Loss ThresholdDeductible”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all ; provided that once such Losses relating back to exceed the first dollarDeductible, and (ii) to the extent such Losses indemnifying party shall exceed sixty percent (60%) of be responsible for all amounts in excess thereof; provided further that in no event shall the dollar amount of aggregate indemnification actually paid by the premium computed EchoStar Parties, on the Closing Date one hand or DNLLC or DOLLC, on the other hand, pursuant to Section 2.2(a)(i) hereof (4.1 or Section 4.2, as the “Cap”); providedcase may be, however, that the obligation in respect of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any a breach of any of Buyer’s the representations or warranties (other than a breach of the representations or warranties set forth in Section 2.1(b) (Execution and warranties Authorization of Transaction Documents), Section 2.1(c) (Enforceability of Transaction Documents) and Section 2.1(g) (Shares) of this Agreement) exceed ***. Notwithstanding the foregoing, in no event shall (x) the aggregate indemnification actually paid by the EchoStar Parties pursuant to Section 11.3(a) hereof (i) until 4.1, taken together with all other indemnification actually paid by the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees EchoStar Parties pursuant to Section 11.3(a4.1, or (y) hereof on account the aggregate indemnification actually paid by DNLLC and DOLLC pursuant to Section 4.2, taken together with all other indemnification actually paid by DNLLC and DOLLC pursuant to Section 4.2, in each case, in respect of the breach by Buyer breaches of any representation and warranty made by Buyer pursuant to Sections 5.1representations or warranties, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.exceed ***

Limitations on Indemnity. (a) Seller will Notwithstanding anything contained herein to the contrary, the Shareholders shall have no Liability obligation to indemnify the Parent Indemnified Persons in respect of Indemnified Losses until all Indemnified Losses exceed $3,000,000 (after application of any reserves previously established and included in the Reference Balance Sheet, all in accordance with GAAP) in the aggregate and then only for those Indemnified Losses in excess of $3,000,000 (except for Indemnified Losses resulting from or arising under Section 3.20 (Company Capitalization), Section 4.1 (Ownership) and Section 9.2A, as to which the foregoing $3,000,000 limitation shall not apply). Additionally, no claim for indemnification may be asserted except to the Buyer Indemnitees extent that the dollar value of such claim exceeds $100,000, provided that multiple claims or causes of action arising from a single circumstance or a collection of circumstances based on or arising out of the same related set of facts and circumstances shall be deemed to be aggregated as a single claim for indemnification purposes of this determination. Additionally, notwithstanding anything contained herein to the contrary, in no event shall the Shareholders be liable to or be required to indemnify any of the Parent Indemnified Parties for any breach Indemnifiable Loss or Losses of any of Seller’s representations the Parent Indemnified Parties under Sections 9.2(c), (d) and warranties pursuant to Section 11.2(a(e) hereof that arise after the thirty (i30) until the total month anniversary of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (at which time the “Cap”)obligations contained in such sections shall terminate; provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof any such expiration shall have no effect on account of the breach by Seller any notice of any representation and warranty specific claim made by Seller pursuant any Parent Indemnified Persons occurring prior to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion any such expiration set forth in such notice of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Capclaim.

Limitations on Indemnity. (a) Seller will have no Liability to None of the Buyer Indemnitees for Indemnified Parties shall be entitled to assert any right to indemnification for any breach of any of Seller’s representations and warranties pursuant to under Section 11.2(a7.1(a) hereof until (i) until each individual amount of Losses otherwise due the total Buyer Indemnified Parties exceeds $250,000 (the “De Minimis Amount”) (provided, that (X) the term “individual amount of all Losses Losses” shall mean each individual breach of a particular warranty and not the aggregation of individual breaches of a particular warranty into a single breach (e.g., if Seller failed to disclose five contracts under a particular warranty, and the failure to disclose any one of those contracts would be a breach, then the five contracts together would be considered multiple breaches, of which each such undisclosed contract would be an “individual amount of Loss”) and (Y) for purposes of the calculation of the Loss with respect to such matters exceeds individual breach, a series of separate Losses caused by or resulting from the same individual breach shall be aggregated (e.g., if an individual breach causes or results in two separate Losses of $150,000 in the aggregate (200,000 each, such Losses shall be aggregated to a sum of $400,000 for purposes of determining whether the “Loss Threshold”Loss” with respect to such individual amount is less than $250,000), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, ) and (ii) the aggregate amount of all the Losses actually suffered by the Buyer Indemnified Parties exceeds 3.0% of the Purchase Price (the “Deductible Amount”), and then only to the extent such Losses exceed, in the aggregate, the Deductible Amount. For the avoidance of doubt, indemnification for Losses arising from breaches of any of Sections 2.7(a)(v), 2.21(b)(xxi)-(xxiv) and 2.22(1)-(n) shall exceed sixty percent (60%) not be subject to either the De Minimis Amount or to the Deductible Amount, and all such Losses shall be indemnified beginning with the first dollar of Loss. Anything in this Agreement to the dollar amount of contrary notwithstanding, in no event shall Seller or GAC be required to indemnify Parent, Buyer, any Acquired Company or the premium computed on the Closing Date Buyer Indemnified Parties for Losses pursuant to Section 2.2(a)(i7.1(a) hereof in any amount exceeding 65% of the Purchase Price (the “Cap”); provided, however, that the obligation of Seller Cap shall not apply to Seller’s and GAC’s requirement to indemnify Parent, Buyer, any Acquired Company or the Buyer Indemnitees Indemnified Parties for Losses pursuant to Section 11.2(a7.1(a) hereof on account with respect to a breach of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(aset forth in Sections 2.1, 2.2, 2.3, 2.7(a)(v), 2.21(b)(xxi)-(xxiv) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollaror 2.22(l)-(n), and (ii) to the extent any indemnified Losses in respect of such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation representations and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof warranties shall not be subject to the Loss Threshold or count against the Cap.

Limitations on Indemnity. (a) Seller will have no Liability No Buyer Indemnified Party shall seek, or be entitled to, indemnification under Sections 9.2(a)(i) or 9.2(a)(iii) to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof extent (i) until the total aggregate amount of all Losses incurred by a Buyer Indemnified Party with respect to such matters exceeds any individual matter for which indemnification is sought pursuant to Sections 9.2(a)(i) or 9.2(a)(iii) is less than $150,000 in the aggregate 25,000 (the “Loss ThresholdMinimum Amount”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) aggregate of the dollar amount individual claims for Losses of the premium computed on Buyer Indemnified Parties (each of which is greater than the Closing Date Minimum Amount) for which indemnification is sought pursuant to Section 2.2(a)(iSections 9.2(a)(i) hereof or 9.2(a)(iii) is less than $400,000 (the “Threshold”) or exceeds an amount equal to $5,100,000 (the “Cap”); provided, however, that if the obligation aggregate of Seller to indemnify all individual claims (each of which is greater than the Buyer Indemnitees pursuant to Section 11.2(aMinimum Amount) hereof on account of the breach by Seller of any representation and warranty made by Seller for Losses for which indemnification is sought pursuant to Sections 3.19.2(a)(i) and 9.2(a)(iii) equals or exceeds the Threshold, 3.2then the Buyer Indemnified Parties, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating subject to the physical condition of Acquired Tangible Personal Property)limitations in this Article IX, 4.10 (shall be entitled to recover for such Losses only to the extent such Losses relate exceed the Threshold, but in any event not to exceed the Cap (it being agreed that in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i) and 9.2(a)(iii) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s indemnification obligations under (x) Section 9.2(a)(iii) with respect to such Excluded LoansLiabilities for which the Seller had knowledge of such Liability prior to Closing, (y) Section 9.2(a)(i) for breaches of Seller Fundamental Representations or (z) Sections 9.2(a)(ii), 4.11 and 4.12 hereof (iv), (v), (vi) or (vii) shall not be subject to the Loss limits set forth in the immediately preceding sentence of this Section 9.6(a) (except that the limitations under Section 9.6(a)(i) (Minimum Amount) shall apply to claims for indemnification under Section 9.2(a)(ii) and 9.2(a)(vii)), and shall not be included in the calculation of any amounts for purposes of the Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject notwithstanding anything to the Loss Threshold or contrary contained in this Agreement, under no circumstances shall the Capaggregate amount of Seller’s Liability under this Agreement and the transactions contemplated hereby exceed the Base Purchase Price.

Limitations on Indemnity. (a) Seller will have no Liability to From and after the consummation of the Closing, the Buyer Indemnitees for Indemnified Persons shall not be entitled to indemnification for any breach in respect of any Indemnified Losses pursuant to Section 5.2(a)(i) resulting from or arising out of Seller’s breaches of the representations and warranties contained in Article 2 of this Agreement unless and until such Indemnified Losses (excluding any such Indemnified Losses that are excluded pursuant to Section 11.2(athe DeMinimis limitation below) hereof exceed nine hundred thousand dollars (i$900,000) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Indemnification Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) but then only to the extent of any such excess; provided, however, that Bxxxx Shoe shall have no liability in respect of Indemnified Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i5.2(a)(i) hereof resulting from or arising out of breaches of the representations and warranties contained in Article 2 of this Agreement, and no claim by any Buyer Indemnified Person shall be so asserted, where the Indemnified Loss related to any individual item or multiple situations exist that give rise to a Indemnified Loss based on the same or substantially the same set of facts and circumstances is, in the aggregate, less than thirty-two thousand dollars ($32,000) (the “CapDeMinimis”) (but if such Indemnified Loss exceeds the DeMinimis limitation, such Indemnified Loss shall be taken into account in its entirety under this Section 5.7(a) subject to the Indemnification Threshold); provided, however, that the obligation of Seller DeMinimis limitation in this Section 5.7(a) shall cease to indemnify apply once the Buyer Indemnitees pursuant aggregate Indemnified Losses subject to the DeMinimis limitation in this Section 11.2(a5.7(a) hereof on account and not indemnified hereunder as a result of the DeMinimis limitation in this Section 5.7(a) exceed $300,000. Notwithstanding the foregoing, neither the Indemnification Threshold limitation nor the DeMinimis limitation in this Section 5.7(a) shall apply in any manner whatsoever to (i) any breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained Fundamental Reps of Seller, (ii) any breach of the representations and warranties set forth in Sections 4.1 relating to Section 2.5(c) or (iii) the physical condition obligations of Acquired Tangible Personal Property), 4.10 (Bxxxx Shoe to the extent such Losses relate to Excluded Loans)a breach results from fraud or Willful Misconduct of Seller or Bxxxx Shoe. For purposes of this Agreement, 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.“

Limitations on Indemnity. (a) Seller will have no Liability to the Buyer Indemnitees for indemnification Parties shall not be liable under this ARTICLE VIII for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) Damages until the aggregate amount otherwise due the party(ies) being indemnified exceeds an accumulated total of all Losses with respect to such matters exceeds $150,000 in the aggregate 100,000.00 (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “CapThreshold Basket”); provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (this limitation shall apply only to the extent Buyer Indemnitees are entitled to indemnification exclusively under Section 8.2(a)(i) hereof and shall not apply to breaches of the Fundamental Representations or in the case of intentional misrepresentation or fraud. Once the aggregate amount of Damages exceeds such Losses relate Threshold Basket amount, then the indemnified party(ies) shall have the right to Excluded Loans)recover all Damages without regard to such Threshold Basket, 4.11 and 4.12 provided that the maximum aggregate amount of Damages which Seller Parties shall be liable to Buyer under Section 8.2(a)(i) hereof shall be $2,500,000, provided that such limitation shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof apply (i) until in the total case of all Losses with respect to such matters exceeds the Loss Thresholdintentional misrepresentation or fraud, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and or (ii) to inaccuracies in or breaches of any of the extent such Losses representations and warranties contained in Sections 3.1 (Organization), 3.2 (Subsidiaries), 3.3 (Capitalization), 3.4 (Authorization), 3.22 (Tax Matters), 3.27 (No Brokers), 4.1 (Organization), 4.2 (Authorization), 4.5 (Title to Shares), and 4.8 (No Brokers) (collectively, the “Fundamental Representations”). In the case of any claim for indemnification with respect to any Fundamental Representations, the aggregate liability for all Claims of indemnity for breaches or inaccuracies of the Fundamental Representations, plus for all other Claims of indemnity made pursuant to this Section 8.2, shall not exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account amount of the breach by Buyer total Consideration (plus any portion of any representation and warranty made the Holdback Amount) paid by Buyer pursuant to Sections 5.1this Agreement, 5.2and no individual Seller’s aggregate liability for Claims of indemnity for breaches or inaccuracies of the Fundamental Representations, plus for all other Claims of indemnity made pursuant to this Section 8.2, shall exceed the total Consideration (plus any portion of the Holdback Amount) paid to such Seller pursuant to this Agreement, except in the case of intentional misrepresentation or 5.3 hereof fraud. In the event of any such claim for indemnification under Section 8.2(a), the Indemnified Parties shall first offset such Damages against the Holdback Amount. If the offset of such indemnifiable Damages against the Holdback Amount is not be subject sufficient to satisfy the Loss Threshold Sellers’ indemnity obligations under this Agreement, the Buyer Indemnitees may seek recovery from the Sellers according to their respective Pro Rata Percentages of such Damages. For the avoidance of doubt, as used in and as contemplated by this Agreement, the term “intentional misrepresentation” (and any finding or determination thereof) shall require as an element thereof bad faith on the Cappart of the actor.

Limitations on Indemnity. (a) Seller will have no Liability Notwithstanding any other provision in this Agreement to the contrary, the Buyer Indemnitees for Indemnified Parties shall not be entitled to indemnification for any breach Losses related to breaches of any of Seller’s representations and or warranties pursuant to Section 11.2(a7.1(a) hereof (i) unless and until the total aggregate amount of all such Losses with respect to such matters exceeds $150,000 in the aggregate 50,000 (the “Loss ThresholdBasket”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) then only to the extent such Losses shall exceed sixty percent (60%) of the dollar Basket; provided that the aggregate amount of the premium computed on the Closing Date Losses related to breaches of representations or warranties that may be payable pursuant to Section 2.2(a)(i7.1(a) hereof as of any Final Determination Date shall not exceed the aggregate value of the Escrowed Shares held in escrow plus the aggregate value of the Indemnity Earn-Out Shares not previously set off against or recovered pursuant to this Agreement (the “Cap”) as of the date such indemnification payment is finally determined to be due and owing from the Sellers pursuant to the terms hereof (the “Final Determination Date”); provided, howeverwhich value shall be determined by multiplying the number of Escrowed Shares held in escrow as of such Final Determination Date plus such Indemnity Earn-Out Shares by the Market Value per such share as of such Final Determination Date, that as adjusted for any stock splits, stock dividends or similar transactions. For purpose of clarification, at all times prior to the obligation of Seller final determination as to indemnify the Buyer Indemnitees whether or not any Indemnity Earn-Out Shares shall be forfeited pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller 2.5 hereof, all calculations pursuant to Sections 3.1this Section 7.4(a) shall be made assuming that no such Indemnity Earn-Out Shares shall be forfeited hereunder, 3.2provided however that offset, 3.3, 3.4, 4.1 (except as recoupment and/or recovery against such shares shall be limited to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be those Earn-Out Shares no longer subject to forfeiture in accordance with the Loss Threshold or the Cap. Buyer will terms of Section 7.4(b) and provided further that Sellers shall have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses indemnity obligation hereunder with respect to such matters exceeds amounts until such time as any such Indemnity Earn-Out Shares are no longer subject to forfeiture. Notwithstanding any of the Loss Thresholdforegoing, at which point Buyer will be obligated the Basket and Cap shall not limit claims against Sellers for Losses related to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollarbreaches of any Statute of Limitation Rep, and (ii) to the extent such Losses shall exceed the Cap; providedany covenant, however, that the obligation of Buyer to indemnify the Seller Indemnitees any indemnification pursuant to Section 11.3(a7.1(b) hereof on account or 7.1(c), or common law fraud, and any Losses relating to any such claims will not count toward satisfaction of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapBasket.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from Seller will have no Liability pursuant to (i) Section 9.2(a)(i) unless written notice of such claim seeking indemnification is given to the Buyer Indemnitees for indemnification for any Indemnifying Party during the applicable R&W Survival Period, specifying the details of the alleged misrepresentation, breach of warranty or liability, (ii) Section 9.2(a)(ii) unless written notice of such claim seeking indemnification is given to the Indemnifying Party on or prior to expiration of the applicable Covenant Survival Period, specifying the details of the alleged breach of or failure to perform any of Seller’s representations covenant or agreement, and warranties (iii) Section 9.2(a)(i) or Section 9.2(a)(ii) unless the Damages for which the Buyer Indemnified Party is entitled to indemnification pursuant to Section 11.2(a9.2(a) hereof exceed, on a cumulative basis, Two Hundred Fifty Thousand Dollars (i$250,000.00) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss ThresholdDeductible”), at after which point Seller will such Buyer Indemnified Party shall be obligated entitled to indemnify recover, subject to the limitations in this Section 9.6(a), the amount of such aggregate Damages in excess of the Deductible. In no event shall the aggregate Damages recovered by the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date Indemnified Parties pursuant to Section 2.2(a)(i9.2(a) hereof exceed, on a cumulative basis, the Indemnity Escrowed Funds (the “Cap”). Notwithstanding the foregoing, the Deductible and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2(a) (Authority), Section 4.3 (Capitalization), Section 4.16 (Taxes) and Section 4.19 (Brokers), provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to breaches of such matters exceeds representations and warranties, in no event shall the Loss Thresholdaggregate Damages recovered by the Buyer Indemnified Parties pursuant to such sections and covenants, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against together with all such Losses relating back to the first dollarother Damages recovered under Section 9.2(a), and (ii) to the extent such Losses shall exceed the Cap; provided, however, that Closing Payment as subsequently adjusted for the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapFinal Working Capital Adjustment.

Limitations on Indemnity. (a) Seller will have no Liability No Party shall be required to the Buyer Indemnitees for make any payment with respect to its indemnification for any obligations in respect of a breach of any representation or warranty other than a breach of Seller’s representations any Fundamental Representation under this Article VI unless (A) the aggregate Losses arising from an individual breach of any representation or warranty exceed *** (it being stated for the avoidance of doubt that the Losses arising from any potential indemnification claims that arise out of or involve or relate to similar facts or are based on related or similar occurrences, events or circumstances will be aggregated and warranties pursuant to treated as a single breach for purposes of this clause (A) of this Section 11.2(a6.3) hereof and (iB) until such time as the total obligations to the DISH Indemnified Persons, on the one hand, or the EchoStar Indemnified Persons, on the other hand, excluding Losses for which indemnification is not available as a result of all Losses with respect to such matters exceeds $150,000 the application of the de minimis threshold contained in clause (A) above, exceed *** in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “CapDeductible”); provided, howeverthat once such Losses exceed the Deductible, the indemnifying party shall be responsible for all amounts in excess thereof; provided, further, that in no event shall the obligation of Seller to indemnify aggregate indemnification actually paid by the Buyer Indemnitees EchoStar Parties, on the one hand, or the DISH Parties, on the other hand, pursuant to Section 11.2(a) hereof on account 6.1 or Section 6.2, as the case may be, in respect of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any a breach of any of Buyer’s the representations and or warranties (other than a breach of any of the Fundamental Representations) exceed ***. Notwithstanding the foregoing, in no event shall (x) the aggregate indemnification actually paid by the EchoStar Parties pursuant to Section 11.3(a6.1, taken together with all other indemnification actually paid by the EchoStar Parties pursuant to Section 6.1, or (y) hereof the aggregate indemnification actually paid by the DISH Parties pursuant to Section 6.2, taken together with all other indemnification actually paid by the DISH Parties pursuant to Section 6.2, in the case of each of (ix) until and (y), in respect of breaches of any representations or warranties, exceed ***. Payments by an EchoStar Party or a DISH Party pursuant to Section 6.1 or Section 6.2 in respect of any Loss shall be limited to the total amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the EchoStar Indemnified Persons or the DISH Indemnified Persons, as applicable, in respect of any such claim. The EchoStar Indemnified Persons or the DISH Indemnified Persons, as applicable, shall take, and cause its Affiliates to take, all Losses commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with respect the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. necessary to remedy the breach that gives rise to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the CapLoss; provided, however, that the obligation nothing herein shall require any EchoStar Indemnified Person of Buyer DISH Indemnified Person to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of file any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.claim under any insurance policy. ***

Limitations on Indemnity. (a) Seller will have no Liability to the Buyer Indemnitees for No Indemnified Party shall seek, or be entitled to, indemnification for any breach of from any of Seller’s representations and warranties the Indemnifying Parties pursuant to Section 11.2(a) hereof (i) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii8.02(a) to the extent such Losses shall exceed sixty percent (60%) the aggregate claims for Damages of the dollar Indemnified Parties are less than $1,000,000 (the “Threshold”) or exceed an amount of the premium computed on the Closing Date pursuant equal to Section 2.2(a)(i) hereof $6,000,000 (the “Cap”); provided, howeverthat, that if the aggregate of all claims for Damages equals or exceeds the Threshold, then the Buyer Indemnified Parties shall be entitled to recover for Damages subject to the limitations in this Section 8.06 only to the extent such Damages exceed the Threshold and do not exceed the Cap. Notwithstanding anything to the contrary herein, if the Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) Buyer’s, Buyer Sub’s, the Company’s or any Seller’s fraud under common law (as opposed to fraud as defined by Texas Business and Commerce Code Section 27.01) or willful misconduct or (ii) breaches of the representations and warranties of the Company in Section 4.02, the Sellers in Section 5.05 or Buyer in Section 6.06 of this Agreement, the limitations in this Section 8.06 (including the Threshold and the Cap) shall not be applicable to, or otherwise limit an Indemnified Party’s recovery for, such claim; provided, that, for breaches of the representations and warranties set forth in clause (ii) above, no Seller’s aggregate obligation of Seller to indemnify the Buyer Indemnitees pursuant Indemnified Parties shall exceed the product obtained by multiplying $800 by the number of Company Shares sold by such Seller hereunder, no Cashed-Out Holder’s aggregate obligation to Section 11.2(aindemnify the Buyer Indemnified Parties shall exceed the product obtained by multiplying (A) hereof on account the difference between $800 and the exercise price of such Cashed-Out Holder’s Cashed-Out Options by (B) the breach by Seller number of any representation and warranty made by Seller pursuant Company Shares that were subject to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating such Cashed-Out Options immediately prior to the physical condition of Acquired Tangible Personal Property)Closing, 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyerand Buyer Sub’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated aggregate obligation to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses Indemnified Parties shall not exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapPurchase Price.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from Seller will have no Liability to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a9.2(a)(i) hereof unless (i) until the total written notice of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back claim is given to the first dollarIndemnifying Party during the applicable Survival Period, specifying the details of the alleged misrepresentation, breach of warranty or liability, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar aggregate amount of the premium computed on the Closing Date all Damages for which such Buyer Indemnified Party is entitled to indemnification pursuant to Section 2.2(a)(i9.2(a)(i) hereof exceeds, on a cumulative basis, Five Hundred Seventy Thousand Dollars ($570,000) (the “"Threshold"), after which such Buyer Indemnified Party shall be entitled to recover, subject to the limitations in this Section 9.6(a), the entire Damages amount, including the amount below the Threshold. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) exceed, on a cumulative basis, Seven Million Six Hundred Thousand Dollars ($7,600,000) (the "Cap”"). Notwithstanding the foregoing, the Threshold and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2(a) (Authority), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes) and Section 4.19 (Brokers); provided, however, that with respect to breaches of such representations and warranties, and breaches of covenants and agreements hereunder, including Section 9.3, in no event shall the obligation aggregate Damages recovered by the Buyer Indemnified Parties pursuant to such sections, covenants and agreements hereunder, together with all other Damages recovered under Section 9.2(a), exceed the Closing Payment as subsequently adjusted for the Final Working Capital Adjustment. Notwithstanding the foregoing, the aggregate amount of Damages to which the Buyer Indemnified Parties are entitled with respect to Seller's breach of Section 6.12(k) shall not exceed an amount equal to the shortfall in NOL Equivalents required to be made available by Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a6.12(k) hereof on plus any and all actual and reasonable professional fees (including, but not limited to, attorney's fees) incurred by the Buyer Indemnified Parties directly related thereto, multiplied by 35% (taking into account the Buyer Limitations). For this purpose, the shortfall in NOL Equivalents shall be equal to Fourteen Million Five Hundred Eighteen Thousand Dollars ($14,518,000) reduced by the amount of the breach NOL Equivalents made available by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a6.12(k) hereof (i) until taking into account the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapLimitations).

Limitations on Indemnity. (a) No Buyer Indemnified Party shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from Seller will have no Liability to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a9.2(a) hereof unless (i) until the total written notice of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back claim is given to the first dollarIndemnifying Party during the applicable Survival Period, specifying the details of the alleged misrepresentation, breach of warranty or liability, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar aggregate amount of the premium computed on the Closing Date all Damages for which such Buyer Indemnified Party is entitled to indemnification pursuant to Section 2.2(a)(i9.2(a)(i) hereof exceeds, on a cumulative basis, Fifty Thousand and 000/100 Dollars ($50,000.00) (the “Threshold”), after which such Buyer Indemnified Party shall be entitled to recover, subject to the limitations in this Section 9.6(a), the entire Damages amount, excluding the amount below the Threshold. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties exceed, on a cumulative basis an amount equal to the sum of the Indemnity Escrowed Funds and the Personal Guaranty Cap (collectively, the “Cap”); provided. Notwithstanding anything contained herein to the contrary, howevera Buyer Indemnified Party must first make a claim for indemnification against the Indemnity Escrowed Funds before seeking indemnification under the Guaranty Agreement. Notwithstanding anything contained herein to the contrary, that once the obligation of Indemnity Escrowed Funds have been released to Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of 2.3, the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating Cap shall be limited to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Guaranty Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.EXECUTION VERSION

Limitations on Indemnity. (a) No Buyer Indemnified Party shall seek, or be entitled to, indemnification from Xxxxxx’x Seller will have no Liability One pursuant to Section 11.2(a)(i) and Section 11.2(a)(ii) (solely with respect to the Buyer Indemnitees for indemnification for failure by Seller to fulfill its obligations pursuant to Section 8.17(b) hereof with respect to any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (iia representation or warranty) to the extent such Losses shall exceed sixty percent (60%) the aggregate claims for Damages of the dollar amount of the premium computed on the Closing Date Buyer Indemnified Parties for which indemnification is sought pursuant to Section 2.2(a)(isuch sections hereof is less than Five Million Five Hundred Thirty Five Thousand Dollars ($5,535,000) hereof (the “Xxxxxx’x One Threshold”) or exceeds an amount equal to Twenty Two Million One Hundred Forty Thousand Dollars ($22,140,000) (the “Xxxxxx’x One Cap”); provided, howeverthat, that if the obligation aggregate of Seller to indemnify the Buyer Indemnitees all claims for Damages for which indemnification is sought pursuant to Section 11.2(a11.2(a)(i) and Section 11.2(a)(ii) (solely with respect to the failure by Seller to fulfill its obligations pursuant to Section 8.17(b) hereof on account with respect to any breach of a representation or warranty) equals or exceeds the breach by Seller of any representation and warranty made by Seller pursuant Xxxxxx’x One Threshold, then Buyer shall be entitled to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating recover for such Damages subject to the physical condition of Acquired Tangible Personal Property), 4.10 (limitations in this Section 11.5(a) only to the extent such Losses relate Damages exceed the Xxxxxx’x One Threshold, but in any event not to Excluded Loans), 4.11 and 4.12 hereof shall not be subject exceed the Xxxxxx’x One Cap. Notwithstanding anything to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses contrary herein, solely with respect to any breach by Xxxxxx’x Seller One of the representations or warranties set forth in Section 6.11 hereof, the Xxxxxx’x Seller One Threshold shall be deemed to be One Million Dollars ($1,000,000) but any Damages within such matters exceeds the Loss Threshold, at which point Buyer will threshold shall also be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back applicable to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Xxxxxx’x Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapOne Threshold.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from Seller will have no Liability to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a9.2(a)(i) hereof unless (i) until notice of such claim is given to the total Indemnifying Party during the applicable Survival Period (ii) the amount of Damages with respect to the particular breach exceeds ten thousand dollars ($10,000) (aggregating all such Damages arising from substantially identical facts), and all such Damages shall be disregarded and shall not be aggregated for purposes of the Deductible, and (iii) the aggregate amount of all Losses Damages for which such Buyer Indemnified Party are entitled to indemnification pursuant to Section 9.2(a)(i) hereof exceeds, on a cumulative basis, one million three hundred eighty thousand dollars ($1,380,000) (the “Deductible”); provided, that, if the aggregate of all claims for Damages for which indemnification is sought by such Buyer Indemnified Party pursuant to Section 9.2(a)(i) hereof equals or exceeds the Deductible, then such Buyer Indemnified Party shall be entitled to recover, with respect to such matters exceeds $150,000 claims, subject to the limitations in this Section 9.7(a), only the amount by which the Damages exceed the Deductible. In no event shall the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify Damages recovered by the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date Indemnified Parties pursuant to Section 2.2(a)(i9.2(a) hereof exceed, on a cumulative basis, ten million dollars ($10,000,000) (the “Cap”); . Notwithstanding the foregoing, the Deductible and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in Sections 4.1, 4.2(a), 4.3, 4.16 or 4.19 or with respect to Damages under Section 9.2(a)(iii), provided, however, that with respect to breaches of such representations and warranties, and breaches of covenants and agreements hereunder, including Section 9.3, in no event shall the obligation of Seller to indemnify aggregate Damages recovered by the Buyer Indemnitees Indemnified pursuant to such sections, covenants and agreements hereunder and the several Limited Guarantees, together with all other Damages recovered under Section 9.2(a), exceed the Equity Purchase Price, and provided; further, that the total Damages that may be recovered from a Seller Equityholder under its Limited Guaranty (including pursuant to Section 11.2(a9.3) hereof on account of shall not exceed the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating Equity Purchase Price it receives less its deemed pro-rata share of any indemnity payments paid to the physical condition of Acquired Tangible Personal Property), 4.10 (to Buyer Indemnified Parties from the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapIndemnity Escrowed Funds.

Limitations on Indemnity. Notwithstanding anything to the contrary in this Agreement (other than with respect to Transferee’s Claims arising from (a) Seller will have no Liability PMB LLC’s or any Transferor’s fraud or willful misconduct, (b) any misstatement of the tenant improvement amounts set forth in any Rent Roll delivered pursuant to Section 8.4 hereof or in any Bringdown Certificate delivered pursuant to Section 7.2.15 hereof, (c) any Investor Claims, (d) any matters specified in the last sentence of Section 14.2 hereof, (e) the exercise of the Bargain Purchase Option, as specified in Section 10.5 hereof, (f) the indemnity set forth in Section 10.3.9 hereof, or (g) the exercise of any Claim under the Pipeline Property Agreement (or any documents or agreements executed in connection therewith) or the PMBRES Purchase Agreement (which shall be subject to the Buyer Indemnitees applicable limitations set forth in the Pipeline Property Agreement (or any documents or agreements executed in connection therewith) or the PMBRES Purchase Agreement, as applicable), with respect to items (a) through (g) above the parties hereby agree that the limitations set forth in this sentence shall not apply), Transferee shall not seek, or be entitled to, indemnification or any other action, whether in law or in equity, for indemnification for any a breach of any express representation, warranty, covenant or obligation of SellerPMB LLC or any Transferor under this Agreement or under any other Transaction Document (including under any Transferor’s representations and warranties pursuant to Section 11.2(aEstoppel) hereof (i) until the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date aggregate Claims for damages or losses for which indemnification is sought pursuant to this Section 2.2(a)(i) hereof (the “Cap”); provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of 14 or any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees other claim for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Thresholdother express representation, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollarwarranty, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the covenant or obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.PMB

Limitations on Indemnity. (a) Notwithstanding the provisions of this Article VIII, Seller will have no Liability shall not be liable to the Buyer Indemnitees for indemnification Purchaser Indemnified Parties for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) until the total of all Losses with respect to such any matters exceeds $150,000 arising under clause (i) of Section 8.3(a) except to the extent the Losses therefrom in the aggregate (exceed $7,000,000, in which event Seller shall be liable to the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all Purchaser Indemnified Parties only for such Losses relating back to the first dollar, and (ii) to the extent above such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “Cap”)amount; provided, however, provided that the obligation aggregate liability of Seller to indemnify the Buyer Indemnitees pursuant to under Section 11.2(a8.3(a)(i) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not exceed $300,000,000. Purchaser shall not be subject entitled under this Agreement to multiple recovery for the Loss Threshold same Losses.Notwithstanding the provisions of this Article VIII, Purchaser or the Cap. Buyer will have no Liability Acquired Companies shall not be liable to the Seller Indemnitees for indemnification Indemnified Parties for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such any matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and arising under clause (iii) of Section 8.2 except to the extent the Losses therefrom in the aggregate exceed $7,000,000, in which event Purchaser or the Acquired Companies shall be liable to the Seller Indemnified Parties only for such Losses shall exceed the Capabove such amount; provided, however, provided that the obligation aggregate liability of Buyer Purchaser or the Acquired Companies under Section 8.2 shall not exceed $300,000,000. Seller shall not be entitled under this Agreement to indemnify multiple recovery for the Seller Indemnitees same Xxxxxx.Xx determining whether (1) there has been a breach of a representation or warranty for the purposes of Section 8.2(i) or 8.3(a)(i) and, (2) the amount of Loss pursuant to Sections 8.2(i) and 8.3(a)(i) above, each representation and warranty shall be read without regard and without giving effect to any "material" "materiality" or "Material Adverse Effect" standard or qualification (but excluding any specific dollar threshold) contained in such representation or warranty (as if such standard or qualification were deleted from such representation or warranty). Indemnification shall not be available hereunder in respect of indemnity pursuant to Section 11.3(a8.2(i) hereof on account of or 8.3(a)(i) (or counted toward the breach by Buyer respective $7,000,000 baskets in this Section 8.4) in respect of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2item unless such items, or 5.3 hereof such item together with a series of related items, result in a Loss of $100,000 or more.Notwithstanding any other provisions of this Article VIII, Seller shall not be subject liable to the Loss Threshold Purchaser Indemnified Parties under this Article VIII, Section 9.2(b) and the Letter Agreement for any liabilities of the Purchaser Indemnified Parties with respect to Losses which are Identified Expenses in excess of (considered in the aggregate with any Identified Expenses indemnified pursuant to the Letter Agreement or indemnified pursuant to Section 9.2(b) of this Agreement) $5,000,000; and provided, further, that such $5,000,000 limitation shall not apply to Losses that are not Identified Expenses, including, without limitation, the Cap.costs and expenses in investigating or defending a claim or action by a Plaintiff and any judgment or settlement paid to any Plaintiff; and provided further that any Losses that are Identified Expenses payable pursuant to Section 8.3(d) hereof shall be limited to documented out-of-pocket Identified Expenses. "

Limitations on Indemnity. (a) Except as provided in this Section 9.5, Seller will have no Liability shall not be required to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations indemnify and warranties hold harmless Purchaser with respect to a claim pursuant to Section 11.2(a9.2(b) hereof (i) unless and until the total cumulative aggregate amount of all Losses with respect to such matters which are otherwise recoverable by Purchaser under Section 9.2(b) exceeds $150,000 in the aggregate 50,000.00 (the “Loss Threshold”"BASKET"). If Purchaser brings an eligible claim or eligible claims for an amount in excess of the Basket, at which point Seller will shall be obligated to indemnify Purchaser for the Buyer Indemnitees from full amount of all Losses under Section 9.2(b). Notwithstanding the foregoing, the Basket shall not be applicable with respect to any eligible claim brought by Purchaser under Section 9.2(b) with respect to any breach of Sections 4.3 (Title to Assets), 4.5 (Absence of Undisclosed Liabilities), 4.12 (Taxes) or 4.24 (No Material Omissions) of this Agreement. Except as provided in this Section 9.5, LifeStyle shall not be required to indemnify and against hold harmless Purchaser with respect to a claim pursuant to Section 9.3(b) unless and until the cumulative aggregate amount of all such Losses relating back which are otherwise recoverable by Purchaser under Section 9.3(b) exceeds $50,000.00 (the "BASKET"). If Purchaser brings an eligible claim or eligible claims for an amount in excess of the Basket, LifeStyle shall be obligated to indemnify Purchaser for the first dollarfull amount of all Losses under Section 9.3(b). Notwithstanding the foregoing, the Basket shall not be applicable with respect to any eligible claim brought by Purchaser under Section 9.3(b) with respect to any breach of Section 5.3 (Absence of Undisclosed Liabilities) of this Agreement. In addition, and notwithstanding the foregoing, it is agreed by and between the Parties that (i) the aggregate amount of any and all Losses claimed by Purchaser pursuant to Section 9.2 and Section 9.3 hereunder shall not exceed the amount of the Final Purchase Price, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “Cap”); provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty all indemnification claims made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses Purchaser with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such aggregate Losses shall exceed be notified to Seller and/or LifeStyle, as the Cap; providedcase may be, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a9.6(a) hereof hereunder, on account or before the one (1) year anniversary of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapClosing Date.

Limitations on Indemnity. (a) Seller will An Indemnifying Party shall not have no Liability to the Buyer Indemnitees any liability for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(aSections 8.2(i), 8.2(iii) hereof and 8.3 (i) until the total of all Losses only with respect to such all matters other than federal and state income Taxes) unless and until the aggregate amount of all Damages which are incurred or suffered by the Indemnified Party exceeds $150,000 the Deductible, and in the event the aggregate amount of Damages for which such Indemnified Party is seeking indemnification exceeds the Deductible, such Indemnified Party shall be entitled to recover only the amount of such Damages in excess of the Deductible; provided, however, that the Deductible shall not apply to Damages resulting from the breach of Fundamental Representations, breach of the representations contained in Section 4.2 (Organization and Good Standing) or the “Loss Threshold”first sentence of Section 4.8 (Assets), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) or liability under Section 8.3 but only to the extent such Losses it relates to federal and state income Taxes. An Indemnifying Party shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date not be liable for any Damages, or be required to make payments for indemnification pursuant to Section 2.2(a)(i) hereof Sections 8.2 and 8.3, in an aggregate amount in excess of $9,375,000 (the “Cap”); provided, however, that the obligation Cap shall not apply to Damages resulting from the breach of Seller Fundamental Representations or liability under Section 8.3 but only to indemnify the Buyer Indemnitees extent it relates to federal and state income Taxes; provided, further, in the event of an Indemnification Claim pursuant to Section 11.2(a8.3(iii) hereof on account of then the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof Indemnifying Party shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification liable for any breach Damages in excess of any the Cap plus an additional $5,000,000; provided, further, Indemnification Claims for the loss of Buyer’s representations and warranties tax benefit pursuant to Section 11.3(a8.3(iii) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will shall only be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees made pursuant to Section 11.3(a) hereof on account of 8.3(iii). Notwithstanding anything to the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1contrary herein, 5.2if an Indemnified Party is seeking, or 5.3 hereof is entitled to seek, indemnification from an Indemnifying Party for Damages due to such Indemnifying Party’s Fraud or Intentional and Willful Violation, the limitations in this Section 8.8 (including the Deductible and the Cap) shall not be subject applicable to, or otherwise limit an Indemnified Party’s recovery for, such claim. For the purpose of this agreement, “Fraud” shall mean an intentional and willful false statement of fact made by Sellers with actual knowledge of the falsity of such fact for the purpose in inducing Buyer to enter into the Loss Threshold or the Cap.transactions contemplated by this Agreement and which is relied on by Buyer in entering into the

Limitations on Indemnity. (a) Seller will have no Liability Subject to Section 8.7 below, the Indemnifying Persons shall not be liable to the Buyer Indemnitees for indemnification Indemnified Persons under this Section 8 for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a) hereof (i) Damages until the total of all Losses with respect to such matters amount otherwise due exceeds Fifty Thousand Dollars ($150,000 in the aggregate (the “Loss Threshold”50,000), at in which point Seller will case the Indemnifying Persons shall be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back liable to the Indemnified Persons for all amounts due including the first dollarFifty Thousand Dollars ($50,000), and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “Cap”); provided, provided however, that the obligation of Indemnifying Persons’ collective maximum liability to the Indemnified Persons under this Section 8 for all Damages shall be capped at $4,000,000.00 plus the amounts paid to Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) 3.1 hereof on account of (amounts paid under the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof Bonus Pool under Section 3.1 shall not be considered for the purposes of this Section 8.3). The foregoing notwithstanding, and regardless of any disclosures made on the Company Disclosure Schedule, any Damages related to the Company’s ownership of any subsidiary (beginning with the first dollar of such Damages) shall be born one hundred percent (100%) by Seller. Any amounts that are to be paid to Indemnified Persons hereunder may be withheld by Purchaser from payments due Seller under Section 2.2 and any earn-out payments that would otherwise be payable pursuant to Section 3, provided however, that Seller shall be responsible to pay any amounts owed to any Indemnified Persons in excess of such amounts that may be withheld by Purchaser, subject to the Loss Threshold or limitations on total liability specified above. The limitations set forth in this Section 8.3 shall not apply to any liability for breaches of the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to set forth in Section 11.3(a4.1 (Organization, Standing and Power; Subsidiaries), Section 4.2 (Articles of Incorporation and Bylaws), Section 4.3 (Capital Structure), Section 4.4 (Authority), Section 4.15 (Taxes), Section 4.22 (Compliance With Laws), and Section 11 (Tax Matters) hereof (i) until the total of all Losses if no appropriate disclosure was made with respect to such matters exceeds thereto in the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Capcorresponding disclosure schedules.

Limitations on Indemnity. (ai) Seller will have no Liability Except to the extent otherwise provided in this Agreement (including, without limitation, Section 9(c)(ii) below), the Seller’s obligations to indemnify the Buyer Indemnitees for indemnification for against, or reimburse the Buyer Indemnitees for, any breach Losses under Section 9 are subject to the following: (A) with respect to claims made within the first six (6) months after the Closing Date, the Seller shall have no obligation to indemnify the Buyer Indemnitees against, or reimburse any Buyer Indemnitees for, any Losses after the aggregate amount of all payments made by the Seller under Section 9 in respect of Losses equals fifty percent (50%) of the Purchase Price received by the Seller at the time of such claim, provided that any Losses in excess of such amount may be applied against fifty percent (50%) of the amount of Additional Consideration, if any, to be paid to the Seller’s , and (B) with respect to claims made after the first six (6) months after the Closing Date and on or prior to the respective expiration dates of the representations and warranties pursuant to Section 11.2(a) hereof (i) until 10, the total of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated shall have no obligation to indemnify the Buyer Indemnitees from and against against, or reimburse any Buyer Indemnitees for, any Losses after the aggregate amount of all such payments made by the Seller under Section 9 in respect of Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty equals twenty five percent (6025%) of the dollar Purchase Price received by the Seller at the time of such claim, provided that any Losses in excess of such amount may be applied against twenty five percent (25%) of the amount of Additional Consideration, if any, to be paid to the premium computed on the Closing Date Seller, including any amounts paid pursuant to Section 2.2(a)(i9(c)(i)(B) hereof (the “Cap”); provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Capabove.

Limitations on Indemnity. (a) No Buyer Indemnified Party shall, with respect to any claim for indemnification, seek, or be entitled to, indemnification from Seller will have no Liability to the Buyer Indemnitees for indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(a9.2(a)(i) hereof unless (i) until the total written notice of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back claim is given to the first dollarIndemnifying Party during the applicable Survival Period, specifying the details of the alleged misrepresentation, breach of warranty or liability, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar aggregate amount of the premium computed on the Closing Date all Damages for which such Buyer Indemnified Party is entitled to indemnification pursuant to Section 2.2(a)(i9.2(a)(i) hereof exceeds, on a cumulative basis, Five Hundred Seventy Thousand Dollars ($570,000) (the “Threshold”), after which such Buyer Indemnified Party shall be entitled to recover, subject to the limitations in this Section 9.6(a), the entire Damages amount, including the amount below the Threshold. In no event shall the aggregate Damages recovered by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) exceed, on a cumulative basis, Seven Million Six Hundred Thousand Dollars ($7,600,000) (the “Cap”). Notwithstanding the foregoing, the Threshold and Cap shall not apply to indemnification claims made by the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) with respect to breaches of the representations and warranties of Seller in Section 4.1 (Organization of Seller and the Company; Subsidiaries and Investments), Section 4.2(a) (Authority), Section 4.3 (Capitalization), Section 4.12 (Environmental Matters), Section 4.16 (Taxes) and Section 4.19 (Brokers); provided, however, that with respect to breaches of such representations and warranties, and breaches of covenants and agreements hereunder, including Section 9.3, in no event shall the obligation aggregate Damages recovered by the Buyer Indemnified Parties pursuant to such sections, covenants and agreements hereunder, together with all other Damages recovered under Section 9.2(a), exceed the Closing Payment as subsequently adjusted for the Final Working Capital Adjustment. Notwithstanding the foregoing, the aggregate amount of Damages to which the Buyer Indemnified Parties are entitled with respect to Seller’s breach of Section 6.12(k) shall not exceed an amount equal to the shortfall in NOL Equivalents required to be made available by Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a6.12(k) hereof on plus any and all actual and reasonable professional fees (including, but not limited to, attorney’s fees) incurred by the Buyer Indemnified Parties directly related thereto, multiplied by 35% (taking into account the Buyer Limitations). For this purpose, the shortfall in NOL Equivalents shall be equal to Fourteen Million Five Hundred Eighteen Thousand Dollars ($14,518,000) reduced by the amount of the breach NOL Equivalents made available by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a6.12(k) hereof (i) until taking into account the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapLimitations).

Limitations on Indemnity. (a) No Buyer Indemnified Party or Seller will have no Liability to the Buyer Indemnitees for Indemnified Party shall seek, or be entitled to, indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(aunder Sections 9.2(a)(i) hereof or (a)(ii), 9.2(b)(i) or (b)(ii) or 9.2(c)(i) unless (i) until the total aggregate amount of all Losses Damages of the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, with respect to such matters any individual claim exceeds $150,000 in the aggregate 35,000 (the “Loss ThresholdMinimum Amount”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent aggregate amount of the individual claims for Damages (60%each of which is greater than the Minimum Amount) of the dollar Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, for which indemnification is sought (x) exceeds $500,000 (the “Threshold”) and (y) is less than an amount of the premium computed on the Closing Date pursuant equal to Section 2.2(a)(i) hereof $10,000,000 (the “Cap”); provided, however, that if the obligation aggregate amount of Seller to indemnify all individual claims for Damages (each of which is greater than the Buyer Indemnitees pursuant to Section 11.2(aMinimum Amount) hereof on account of the breach by Seller of any representation and warranty made by Seller for which indemnification is sought pursuant to Sections 3.19.2(a)(i) or (a)(ii), 3.29.2(b)(i) or (b)(ii) or 9.2(c)(i), 3.3as applicable, 3.4equals or exceeds the Threshold, 4.1 then Buyer or Seller, as applicable, subject to the limitations in this Article IX, shall be entitled to recover only such Damages (each of which is greater than the Minimum Amount) that are in excess of the Threshold once the Threshold has been met, but in any event not to exceed the Cap (it being agreed that except as provided below, in no event shall the aggregate indemnification to that portion of be paid under Sections 9.2(a)(i) or (a)(ii), 9.2(b)(i) or (b)(ii) or 9.2(c)(i) exceed an amount equal to the representation Cap). The limitations contained in Sections 4.1 relating this Section 9.6(a) shall not apply to the physical condition of Acquired Tangible Personal Property)Fundamental Representations, 4.10 representations and warranties contained in Section 4.7(h) (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject they become operative pursuant to the Loss Threshold terms thereof) or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer claims pursuant to Sections 5.19.2(a)(iii), 5.2, 9.2(a)(iv) or 5.3 hereof shall not be subject to the Loss Threshold or the Cap10.1(a).

Limitations on Indemnity. (a) Seller will have no Liability The Parent Indemnified Persons shall not be entitled to the Buyer Indemnitees for indemnification for any breach in respect of any of Seller’s representations and warranties indemnified Losses pursuant to Section 11.2(a7.2(a)(i) hereof (i) unless and until the total of all such indemnified Losses with respect to such matters exceeds $150,000 exceed, in the aggregate aggregate, the threshold set forth on Schedule 7.6(a)-1 (the “Loss Indemnification Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back but then to the first dollar, full extent of each such indemnified Loss that exceeds the De Minimis Threshold (it being understood that any indemnified Loss that is equal to or less than the De Minimis Threshold shall not be deemed to be an indemnifiable Loss or count toward the Indemnification Threshold). In no event shall Losses that count toward the Special Deductible also count toward the Indemnification Threshold and (iivice-versa. No claim for indemnification may be asserted in respect of indemnified Losses pursuant to Section 7.2(a)(i) except to the extent such Losses shall exceed sixty percent (60%) of that the dollar amount value of each such Loss exceeds the premium computed threshold set forth on the Closing Date pursuant to Section 2.2(a)(i) hereof Schedule 7.6(a)-2 (the “CapDe Minimis Threshold”); provided, howeverprovided that, for purposes of this determination, a “claim” will be deemed to arise from a single circumstance or a collection of circumstances based on similar facts that the obligation give rise to a single claim or cause of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account action, whether or not such cause of the breach by Seller of action is pursued in any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating court proceeding. Notwithstanding anything to the physical condition of Acquired Tangible Personal Property)contrary in this Agreement, 4.10 (neither the Indemnification Threshold limitation nor the De Minimis Threshold limitation shall apply in any manner whatsoever to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any the Company Fundamental Reps or in instances of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to willful breach, fraud or intentional misrepresentation by such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the CapParty.

Limitations on Indemnity. (a) No Buyer Indemnified Party or Seller will have no Liability to the Buyer Indemnitees for Indemnified Party shall seek, or be entitled to, indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(aunder Sections 9.2(a)(i)-(ii) hereof or 9.2(b)(i) (i) until unless the total aggregate amount of all Losses Damages of the Buyer Indemnified Parties or Seller Indemnified Parties with respect to such matters any individual claim (or aggregated claims arising out of the same facts, events or circumstances) exceeds $150,000 in the aggregate 5,000 (the “Loss ThresholdMinimum Amount”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) the aggregate of the dollar amount individual claims (or aggregated claims arising out of the premium computed on same facts, events or circumstances) for Damages of the Closing Date pursuant Buyer Indemnified Parties or Seller Indemnified Parties (each of which is greater than the Minimum Amount) for which indemnification is sought (x) is less than $225,000 (the “Threshold”) or (y) exceeds an amount equal to Section 2.2(a)(i) hereof $12,500,000 (the “Cap”); provided, however, that if the obligation aggregate of Seller to indemnify all individual claims (or aggregated claims arising out of the Buyer Indemnitees same facts, events or circumstances) for Damages (each of which is greater than the Minimum Amount) for which indemnification is sought pursuant to Section 11.2(a9.2(a)(i)-(ii) hereof on account or 9.2(b)(i) equals or exceeds the Threshold, then Buyer and Seller, subject to the limitations in this Article IX, shall be entitled to recover any such Damages in excess of the breach by Seller Threshold without respect to the Minimum Amount of any representation and warranty made by Seller additional claims once the Threshold has been met, but in any event not to exceed the Cap (it being agreed that except as provided below, in no event shall the aggregate indemnification to be paid under Sections 9.2(a)(i)-(ii) or 9.2(b)(i) exceed an amount equal to the Cap). Notwithstanding the immediately preceding sentence, Seller’s or Buyer’s indemnification obligations under Section 9.2(a)(ii) with respect to any Excluded Liabilities for which the Company had Knowledge of such Excluded Liability prior to the Closing, or under Section 9.2(a)(i) for breaches of Section 4.12 (Taxes), or Section 4.22 (Brokers) or under Section 9.2(b)(i) for breaches of Section 5.5 (Brokers) or indemnification of a party pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property9.2(a)(iii)-(v) or 9.2(b)(ii)-(iv), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to limits set forth in this Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar9.6(a), and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to included in the Loss calculation of any amounts for purposes of the Threshold or the Cap.

Limitations on Indemnity. (a) No Buyer Indemnified Party or Seller will have no Liability to the Buyer Indemnitees for Indemnified Party shall seek, or be entitled to, indemnification for any breach of any of Seller’s representations and warranties pursuant to Section 11.2(aunder Sections 9.2(a)(i) hereof or 9.2(a)(ii) or 9.2(b)(i) or 9.2(b)(ii) respectively, (i) until unless the total aggregate amount of all Losses Damages of the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, with respect to such matters any individual claim (or aggregated claims arising out of the same facts, events or circumstances) exceeds $150,000 in the aggregate 25,000 (the “Loss ThresholdMinimum Amount”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to unless the extent such Losses shall exceed sixty percent aggregate amount of the individual claims (60%or aggregated claims arising out of the same facts, events or circumstances) for Damages (each of which is greater than the Minimum Amount) of the dollar Buyer Indemnified Parties (collectively) or Seller Indemnified Parties, as applicable, for which indemnification is sought (x) exceeds $400,000 (the “Threshold”) and (y) is less than an amount of the premium computed on the Closing Date pursuant equal to Section 2.2(a)(i) hereof $4,000,000 (the “Cap”); provided, however, that if the obligation aggregate amount of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof on account all individual claims (or aggregated claims arising out of the breach by Seller same facts, events or circumstances) for Damages (each of any representation and warranty made by Seller which is greater than the Minimum Amount) for which indemnification is sought pursuant to Sections 3.19.2(a)(i) or 9.2(a)(ii) or 9.2(b)(i) or 9.2(b)(ii), 3.2as applicable, 3.3equals or exceeds the Threshold, 3.4then Buyer or Seller, 4.1 as applicable, subject to the limitations in this Article IX, shall be entitled to recover only such Damages (each of which is greater than the Minimum Amount) in excess of the Threshold once the Threshold has been met, but in any event not to exceed the Cap (it being agreed that except as provided below, in no event shall the aggregate indemnification to that portion of be paid under Sections 9.2(a)(i) or 9.2(a)(ii) or 9.2(b)(i) or 9.2(b)(ii) exceed an amount equal to the representation Cap). Notwithstanding the foregoing, the limitations contained in this Section 9.6(a) shall not apply to any Fundamental Representations, Pre-Closing Claims or any representations and warranties contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property4.11 (Taxes) and 4.13(c) (Benefit Plans), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.

Limitations on Indemnity. (a) Seller will Notwithstanding anything contained herein to the contrary, UCFC. and BWC shall have no Liability obligation to indemnify the Buyer Indemnitees Parent Indemnified Persons in respect of Indemnified Losses until all Indemnified Losses exceed $100,000 (after application of any reserves previously established and included in the Reference Balance Sheet, all in accordance with GAAP) in the aggregate and then only for indemnification those Indemnified Losses in excess of $100,000 (except for Indemnified Losses resulting from or arising under Section 3.1 (Organization and Good Standing; No Subsidiaries), Section 3.3 (Authorization; Binding Obligations), Section 3.10 (Title; Sufficiency of Assets), Section 3.18 (Company Capitalization), Section 3.21 (Brokers), Section 4.1 (Organization and Good Standing), Section 4.2 (Ownership), Section 4.3 (Authorization; Binding Obligations) and Section 4.6 (Brokers) and Section 9.2A (Tax Indemnity by UCFC), as to which the foregoing $100,000 limitation shall not apply). Additionally, except as set forth in Section 9.1, in no event shall UCFC and BWC be liable to or be required to indemnify any of the Parent Indemnified Persons for any breach Indemnifiable Loss or Losses of any of Seller’s representations the Parent Indemnified Persons under Sections 9.2(a) and warranties pursuant to Section 11.2(a(b) hereof that arise after the eighteen (i18) until the total month anniversary of all Losses with respect to such matters exceeds $150,000 in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (at which time the “Cap”)obligations contained in such sections shall terminate; provided, however, that the obligation of Seller to indemnify the Buyer Indemnitees pursuant to Section 11.2(a) hereof any such expiration shall have no effect on account of the breach by Seller any notice of any representation and warranty specific claim made by Seller pursuant any Parent Indemnified Persons occurring prior to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion any such expiration set forth in such notice of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any breach of any of Buyer’s representations and warranties pursuant to Section 11.3(a) hereof (i) until the total of all Losses with respect to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the Cap; provided, however, that the obligation of Buyer to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Capclaim.

Limitations on Indemnity. (a) Seller will have no Liability No Party shall be required to the Buyer Indemnitees for make any payment with respect to its indemnification for any obligations in respect of a breach of any representation or warranty other than a breach of Seller’s representations any Fundamental Representation under this ‎Article VI unless (A) the aggregate Losses arising from an individual breach of any representation or warranty exceed *** (it being stated for the avoidance of doubt that the Losses arising from any potential indemnification claims that arise out of or involve or relate to similar facts or are based on related or similar occurrences, events or circumstances will be aggregated and warranties pursuant to Section 11.2(atreated as a single breach for purposes of this clause (A) hereof of this ‎Section 6.3) and (iB) until such time as the total obligations to the DISH Indemnified Persons, on the one hand, or the EchoStar Indemnified Persons, on the other hand, excluding Losses for which indemnification is not available as a result of all Losses with respect to such matters exceeds $150,000 the application of the de minimis threshold contained in clause (A) above, exceed *** in the aggregate (the “Loss Threshold”), at which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed sixty percent (60%) of the dollar amount of the premium computed on the Closing Date pursuant to Section 2.2(a)(i) hereof (the “CapDeductible”); provided, howeverthat once such Losses exceed the Deductible, the indemnifying party shall be responsible for all amounts in excess thereof; provided, further, that in no event shall the obligation of Seller to indemnify aggregate indemnification actually paid by the Buyer Indemnitees EchoStar Parties, on the one hand, or the DISH Parties, on the other hand, pursuant to Section 11.2(a) hereof on account ‎Section 6.1 or ‎Section 6.2, as the case may be, in respect of the breach by Seller of any representation and warranty made by Seller pursuant to Sections 3.1, 3.2, 3.3, 3.4, 4.1 (except as to that portion of the representation contained in Sections 4.1 relating to the physical condition of Acquired Tangible Personal Property), 4.10 (to the extent such Losses relate to Excluded Loans), 4.11 and 4.12 hereof shall not be subject to the Loss Threshold or the Cap. Buyer will have no Liability to the Seller Indemnitees for indemnification for any a breach of any of Buyer’s the representations and or warranties (other than a breach of any of the Fundamental Representations) exceed ***. Notwithstanding the foregoing, in no event shall (x) the aggregate indemnification actually paid by the EchoStar Parties pursuant to Section 11.3(a‎Section 6.1, taken together with *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. all other indemnification actually paid by the EchoStar Parties pursuant to ‎Section 6.1, or (y) hereof the aggregate indemnification actually paid by the DISH Parties pursuant to ‎Section 6.2, taken together with all other indemnification actually paid by the DISH Parties pursuant to ‎Section 6.2, in the case of each of (ix) until and (y), in respect of breaches of any representations or warranties, exceed ***. Payments by an EchoStar Party or a DISH Party pursuant to ‎Section 6.1 or ‎Section 6.2 in respect of any Loss shall be limited to the total amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the EchoStar Indemnified Persons or the DISH Indemnified Persons, as applicable, in respect of any such claim. The EchoStar Indemnified Persons or the DISH Indemnified Persons, as applicable, shall take, and cause its Affiliates to take, all Losses with respect commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such matters exceeds the Loss Threshold, at which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Losses relating back to the first dollar, and (ii) to the extent such Losses shall exceed the CapLoss; provided, however, that the obligation nothing herein shall require any EchoStar Indemnified Person of Buyer DISH Indemnified Person to indemnify the Seller Indemnitees pursuant to Section 11.3(a) hereof on account of the breach by Buyer of file any representation and warranty made by Buyer pursuant to Sections 5.1, 5.2, or 5.3 hereof shall not be subject to the Loss Threshold or the Cap.claim under any insurance policy. ***