Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. (a) The Indemnifying Parties and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar.

Limitations on Indemnity. (a) The No Buyer Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties and Purchaser acknowledge that pursuant to Section 11.2(a) to the indemnities under Section 9.03 extent the aggregate claims for Damages of the Buyer Indemnified Parties are less than Five Hundred Thousand Dollars ($500,000) (the “Threshold”) or exceed an amount equal to Five Million Dollars ($5,000,000) (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then Buyer shall be entitled to recover for Damages subject to the following provisions: limitations in this Section 11.6 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Buyer Indemnified Party or a Sellers Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall use commercially reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article XI. Notwithstanding anything to the contrary herein, if the Buyer Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for Damages due to (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations Partnership’s or warranties set forth under Article IIISellers’ fraud or willful misconduct, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; or (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud Excluded Liabilities or willful misconduct of the WarrantorsExcluded Assets, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), Cap and the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties Threshold shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost applicable to, or liability to the Groupotherwise limit a Buyer Indemnified Party’s recovery for, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarclaim.

Limitations on Indemnity. (a) The No Indemnified Party shall seek, or be entitled to, indemnification from any of the Indemnifying Parties and Purchaser acknowledge that pursuant to Sections 9.2(a): (i) to the indemnities under Section 9.03 extent the aggregate claims for Damages of the Indemnified Parties are less than $2,000,000 (the “Threshold”) or exceed an amount equal to $91,500,000 (the “Cap”); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then the Parent shall be entitled to recover for Damages subject to the following provisions: limitations in this Section 9.6 only to the extent such Damages exceed the Threshold; or (ii) to the extent the subject matter of the claim is covered by insurance (including title insurance), and such insurance proceeds have been actually received by the Indemnified Party (net of any costs and expenses incurred in obtaining such insurance proceeds). If the Indemnifying Parties pay the Indemnified Parties for a claim and subsequently insurance proceeds in respect of such claim is collected by the Indemnified Parties, then the Indemnified Parties promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to the Sellers’ Representative on behalf of the Sellers. The Indemnified Parties shall use reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under this Article IX. 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) the Purchaser Indemnified Parties shall not bring Company’s or any indemnity claim under Section 9.03(a)(iSeller’s fraud or willful misconduct, (ii) against the Indemnifying Parties for Company’s or any Seller’s breach of the representations or warranties set forth under Article IIIin Section 3.2, Section 3.9 (to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited relating to the Audit Company’s material assets) and Indemnity Escrow Amount allocated to the applicable Selling ShareholderSection 4.5, except for fraud or willful misconduct of the Warrantorsas applicable, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(iiany of the matters set forth Sections 9.2(a)(iii), (iv), (v), (vi) or (vii), the total liability of each Selling Shareholder limitations in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, Section 9.6 (including the amounts held in Threshold and the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (ivCap) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost applicable to, or liability to the Groupotherwise limit an Indemnified Party’s recovery for, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarclaim.

Limitations on Indemnity. An Indemnifying Party shall not have any liability for indemnification pursuant to this Article VIII unless and until the aggregate amount of all Damages which are incurred or suffered by the Indemnified Party exceeds Fifty Thousand Dollars (a$50,000) The Indemnifying Parties and Purchaser acknowledge (the “Threshold”); provided, however, that in the indemnities under Section 9.03 event the aggregate amount of Damages for which such Indemnified Party is seeking indemnification exceeds the Threshold, such Indemnified Party shall be subject entitled to recover the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach full amount of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received byDamages, including the amounts held in Damages comprising the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Threshold. An Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant Damages, or be required to Section 9.03 if make payments for indemnification, in an aggregate amount in excess of Three Million Five Hundred Thousand Dollars (A$3,500,000) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace PeriodCap”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the an Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties Party shall not be obligated liable for any Damages, or be required to indemnify any Indemnified Party under Section 9.03(a) unless make payments for indemnification, to the aggregate Indemnifiable Losses incurred extent the subject matter of the claim is covered by insurance and such insurance proceeds have been actually received by the Indemnified Parties Party (net of any costs and expenses incurred in connection with obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim are collected by the Indemnified Party, then the Indemnified Party shall remit the insurance proceeds (net of any claims brought costs and expenses incurred in obtaining such insurance proceeds) to the Indemnifying Party. An Indemnified Party shall use reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which such Indemnified Party seeks indemnification under Section 9.03(a)this Article VIII. Notwithstanding anything to the contrary herein, cumulatively and in if an Indemnified Party is seeking, or is entitled to seek, indemnification from an Indemnifying Party for Damages due to the aggregate, exceed US$2,000,000, in which casesuch Indemnifying Party’s fraud or willful misconduct, the Indemnifying Parties limitations in this Section 8.8 (including the Threshold and the Cap) shall not be liable for all applicable to, or otherwise limit an Indemnified Party’s recovery for, such Indemnifiable Losses from the first dollarclaim.

Limitations on Indemnity. An Indemnifying Party shall not have any Liability for indemnification pursuant to Sections 8.2(a), 8.2(c) and 8.3 (aonly with respect to all matters other than federal and state income Taxes) The Indemnifying Parties unless and Purchaser acknowledge that until the indemnities under Section 9.03 aggregate amount of all Damages which are incurred or suffered by the Indemnified Party as to all Sellers exceeds 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 subject entitled to recover only the amount of such Damages in excess of the Deductible. Notwithstanding anything to the following provisions: (i) contrary herein, the Purchaser Indemnified Parties Deductible shall not bring any indemnity claim under Section 9.03(a)(i) against apply to Damages resulting from the Indemnifying Parties for breach of Fundamental Representations, breach of the representations contained in Section 4.2 (Organization and Good Standing) or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; first sentence of Section 4.8 (ii) the total liability of each Assets). An Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made Damages, or be required to make payments for indemnification pursuant to Section 9.03 if (A) the alleged breach which is the subject Sections 8.2 and 8.3, in an aggregate amount in excess of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable $12,000,000 (the “Grace PeriodCap”). Notwithstanding the foregoing, and (B) no Indemnifiable Loss is incurred by any Purchaser the Cap shall not apply to Damages resulting from the breach of Fundamental Representations. Notwithstanding anything to the contrary herein, if an Indemnified Party seeking is seeking, or is entitled to seek, indemnification after the completion of from an Indemnifying Party for Damages due to such remedial actions conducted within the Grace Period, Indemnifying Party’s Fraud or Intentional and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In additionWillful Violation, the Indemnifying Parties limitations in this Section 8.8 (including the Deductible and Purchaser acknowledge that the Indemnifying Parties Cap) shall not be obligated 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 indemnify any Indemnified Party enter into the Contemplated Transactions and which is relied on by Buyer in entering into the Contemplated Transactions. For the purpose of this Agreement, “Intentional and Willful Violation” means the refusal or failure to perform a covenant under Section 9.03(a) unless this Agreement, provided the aggregate Indemnifiable Losses incurred by Seller who refuses or fails to perform such covenant had no intention at the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all time such Indemnifiable Losses from the first dollarSeller entered into this Agreement to perform such covenant.

Limitations on Indemnity. (aNotwithstanding any provision of Section 9 or Section 10.3(b) The Indemnifying Parties and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject to the following provisions: (i) contrary, except as set forth in the second sentence of this Section 9.4(b), with respect to Losses for which a Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, Party is entitled to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice pursuant to Section 9.05(a)(ii9.2(a)(i) and Section 10.3(b), the total liability of each Selling Shareholder Sellers in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties aggregate shall not exceed the net proceeds received by, including the have liability pursuant to this Agreement in excess of an amount equal to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) less any amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable paid to indemnify any Purchaser Indemnified Party from the Indemnity Escrow Account or pursuant to the R&W Insurance Policy with each Seller’s liability to be several, and not joint, pro rata based on such Seller’s applicable Indemnity Percentage (other than such amounts paid pursuant to the R&W Insurance Policy in respect of an inaccuracy in or a breach of any Fundamental Representation). The parties acknowledge and agree that the aggregate liability limitation in the immediately foregoing sentence does not apply to Losses or Claims arising out of or relating to (x) an inaccuracy in or a breach of the Fundamental Representations, (y) Fraud-Type Claims or (z) indemnification pursuant to Section 9.2(a)(ii)-(v). To the extent the Sellers have indemnification obligations (1) in respect of matters described in the immediately foregoing clauses (x)-(z) or (2) in excess of the Indemnity Escrow Account that are not recovered by Purchaser under the R&W Insurance Policy (after using commercially reasonable efforts to seek and procure such recovery), the Sellers shall be severally, and not jointly, liable for any indemnification obligations, pro rata (calculated based on such Seller’s Indemnity Percentage). In no event shall any Seller be liable for indemnification hereunder in excess of such Seller’s Indemnity Percentage of the sum of the Purchase Price actually received plus the Included Redemption Payment Amount. Notwithstanding any provision of Section 9 to the contrary, the Sellers in the aggregate shall not have liability in respect of claims under related to this Agreement based on willful misconduct in excess of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000). Any Losses that are subject to indemnification under both Section 9.2(a)(i) and Section 10.3(b) (or under Section 9.2(a)(ii) to the extent that such claims would not have arisen but relating to obligations under Section 10.3(b)) shall, for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out purposes of this Agreement may Section 9.4 and Section 9.3, be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party treated as Losses under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a9.2(a)(i), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar.

Limitations on Indemnity. Notwithstanding the foregoing, no claim ------------------------ may be made or suit instituted under this Section 8 with respect to any breach (or purported breach) of representation or warranty after the applicable Expiration Date, except for Reserved Claims. The term "Reserved Claims" shall --------------- mean all claims as to which the Indemnitee has given any indemnifying party reasonably specific written notice (in light of the facts then known) on or prior to the applicable Expiration Date. No claim may be made by any party pursuant to this Section 8 with respect to any breach of representation and warranty unless (a) The Indemnifying Parties such Loss is in excess of $100,000 and Purchaser acknowledge (b) the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the indemnities under Section 9.03 limitations contained in this sentence, be indemnifiable hereunder exceeds $1,250,000, in which case the indemnifying party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such $1,250,000 deductible amount. In addition, no party shall be subject liable to any Indemnified Party pursuant to this Section 8 for Losses of the following provisions: (itypes described in Sections 8.2(a)(i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(ior 8.2(b)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability for such indemnifying party hereunder for such breach of each Indemnifying Party in respect representation or warranty claims would exceed forty percent (40%) of all relevant the Purchase Price. The foregoing time and dollar limitations on indemnification claims under Section 9.03(a) brought shall not apply to any breach of any covenant contemplated by this Agreement to be performed after the Purchaser Indemnified Parties is limited Closing. Notwithstanding anything to the Audit and Indemnity Escrow Amount allocated contrary contained in this Agreement, neither the Parent nor the Buyer shall be entitled to the applicable Selling Shareholder, except make any claim for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection Section 8 with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable respect to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement matter to the extent that the Purchase Price has been adjusted to reflect such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made matter pursuant to Section 9.03 if 4.2 (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability not required to the Group, be adjusted pursuant to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”Section 4.2(f)), and (B) no Indemnifiable Loss the amount of any Losses or other amounts for which indemnification is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of provided under this Agreement may be made against any of the Principals and no Liabilities in connection with such claims Section 8 shall be borne by calculated net of any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In additionspecific accruals, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and reserves or provisions reflected in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarFinal Closing Working Capital.

Limitations on Indemnity. 11.4.1 Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Seller under SECTION 11.2 of this Agreement unless and until the aggregate amount of such indemnifiable Losses exceeds $75,000 ("SELLER'S INDEMNIFICATION THRESHOLD"); provided, however, Seller's Indemnification Threshold shall not be applicable with respect to any of the following ("EXCLUDED LIABILITIES"): (a) The Indemnifying Parties any breach of any representation or warranty made by Seller in this Agreement that was fraudulent or intentional, (b) any breach of any covenant, agreement or obligation of Seller contained in this Agreement, (c) any liability or obligation arising out of an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and Purchaser acknowledge for which a full adjustment was not made at Closing and (d) Seller's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3. With respect to any indemnity claim under SECTION 11.2, Losses incurred with respect to any breach of any representation or any warranty that is specifically qualified by materiality or any value impairment qualified by materiality or any adverse affect qualified by materiality, the indemnities misrepresentation, breach, value impairment or adverse affect shall be considered material and Seller's Indemnification Threshold satisfied if the Losses to Buyer or the LLC as a result of the misrepresentation, breach, impairment or affect are or may be at least $75,000; provided, however, that with regard to any representation or warranty pertaining to compliance with any Legal Requirement or Governmental Permit, the Losses must result from a Third Party Action requesting correction or compliance costing Buyer or the LLC in the aggregate at least $75,000, or Persons asserting claims against Buyer or the LLC of at least $75,000 in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Buyer under Section 9.03 SECTION 11.3 of this Agreement unless and until the amount of such indemnifiable Losses for an indemnification claim exceeds $25,000 ("BUYER'S INDEMNIFICATION THRESHOLD"); provided, however, Buyer's Indemnification Threshold shall not be applicable with respect to any of the following: (a) any breach of any representation or warranty made by Buyer in this Agreement that was fraudulent or intentional; (b) Buyer's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3; or (c) any failure by the LLC to assume and discharge the Assumed Liabilities in accordance with the Acceptance and Assumption signed by the LLC on the Contribution Date. Notwithstanding anything herein to the contrary, if any indemnification claim exceed $75,000 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed indemnification obligations in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarSECTION 11.4.1.

Limitations on Indemnity. No Indemnified Party shall seek, or be entitled to, indemnification from an Indemnifying Party pursuant to Section 6.6 to the extent the aggregate claims for Damages of the Indemnified Party are less than Five Hundred Thousand Dollars (a$500,000) The Indemnifying Parties and Purchaser acknowledge that (the indemnities under Section 9.03 "Threshold") or exceed an amount equal to Five Million Dollars ($5,000,000) (the "Cap"); provided, that, if the aggregate of all claims for Damages equals or exceeds the Threshold, then the Indemnified Party shall be entitled to recover for Damages subject to the following provisions: limitations in this Section 6.9 only to the extent such Damages exceed the Threshold. In calculating the amount of any Damages payable to a Xxxxxx'x Indemnified Party or a Coast Indemnified Party hereunder, the amount of the Damages (i) shall not be duplicative of any other Damage for which an indemnification claim has been made and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Damages (net of any costs and expenses incurred in obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim is collected by the Purchaser Indemnified Parties, then the Indemnified Party promptly shall remit the insurance proceeds (net of any costs and expenses incurred in obtaining such insurance proceeds) to Indemnifying Party. The Indemnified Parties shall not bring use commercially reasonable efforts to obtain from any indemnity applicable insurance company any insurance proceeds in respect of any claim for which the Indemnified Parties seek indemnification under Section 9.03(a)(i6.6. Notwithstanding anything to the contrary herein, if (x) against the Xxxxxx'x Indemnified Parties are seeking, or are entitled to seek, indemnification from any of the Indemnifying Parties for breach of representations Damages due to (i) Coast's fraud or warranties set forth under Article IIIwillful misconduct, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) a breach of Section 6.4(q)(ii) by Coast, (iii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Xxxxxx'x Excluded Liabilities, (iv) Section 9.03(a6.6(a)(ii), Section 6.6(a)(iii), or Section 6.6(a)(v), or (y) brought by the Purchaser Coast Indemnified Parties is limited are seeking, or are entitled to seek, indemnification from any of the Audit and Indemnity Escrow Amount allocated Indemnifying Parties for Damages due to the applicable Selling Shareholder, except for (i) Xxxxxx'x fraud or willful misconduct misconduct, (ii) a breach of the WarrantorsSection 6.3(j)(ii) by Xxxxxx'x, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii6.6(b)(ii), Section 6.6(b)(iii), Section 6.6(b)(iv), Section 6.6(b)(v), Section 6.6(b)(vi), or Section 6.6(b)(viii), the total liability of each Selling Shareholder in respect of any Cap and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties Threshold shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost applicable to, or liability to the Groupotherwise limit a Xxxxxx'x or a Coast Indemnified Party's recovery for, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarclaim.

Limitations on Indemnity. (a) The Indemnifying Parties and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject Notwithstanding anything to the following provisions: contrary in this Agreement (other than with respect to Transferee’s Claims arising from (i) PMB’s or the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations PMB Member’s fraud or warranties set forth under Article IIIwillful misconduct, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholderany Investor Claims, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice the indemnity set forth in Section 11.14(b)(vi) hereof, (iv) the exercise of any Claim under the JV Agreement, or (v) the exercise of any Claim under the Pipeline Agreement (or any other documents or agreements executed in connection therewith) with respect to Section 9.05(a)(iiany other property (other than the Property), with respect to items (i) through (v) above the total liability of each Selling Shareholder parties hereby agree that the limitations set forth in respect of this sentence shall not apply), Transferee shall not seek, or be entitled to, indemnification or any and all indemnification claims or other claims under this Article IX or otherwise action, whether in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received byequity, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect a breach of any claims express representation, warranty, covenant or obligation of PMB or the PMB Member under this Agreement or under any other Transaction Document (A) to the extent that the aggregate Claims for damages or losses for which indemnification is sought pursuant to this Section 1.18 or any other claim for breach of any other express representation, warranty, covenant or obligation of PMB or the PMB Member under this Agreement or under any other Transaction Document is less than the applicable “Threshold” (as hereinafter defined) or (ii) to the extent the aggregate Claims for all such claims would not have arisen but for a change in damages or losses exceed an amount equal to the “Cap” (as hereinafter defined). As used herein, the term “Threshold” shall mean with respect to PMB and the PMB Member, the sum of $50,000.00. As used herein, the term “Cap” shall mean with respect to PMB and the PMB Member, an amount equal to three percent (3%) of the sum of the PMB Member’s Contribution Value Amount and the PMB Member’s Percentage Interest of the outstanding balance of the Loan Obligations. In calculating the amount of any lawdamages payable to Transferee hereunder, regulation or government decrees promulgated after the Closing; amount of the damages (vA) the Indemnifying Parties shall not be liable duplicative of any other award for any indemnification claim made pursuant to Section 9.03 if (A) the alleged or other claim for breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost any express representation, warranty, covenant or liability to the Group, to the reasonable satisfaction obligation of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative PMB or the relevant Selling Shareholder, as applicable (the “Grace Period”)PMB Member under this Agreement or any other Transaction Document, and (B) shall be computed net of any amounts actually recovered by Transferee under any insurance policy with respect to such damages. Notwithstanding anything to the contrary herein, no Indemnifiable Loss is party hereto shall seek, or be entitled to indemnification or any other action, and each of the party’s hereby expressly waive any right to recover, any and all consequential damages, punitive damages and exemplary damages, and any other damages which would be predicated in whole or in part upon loss of bargain, opportunity lost, or any loss of anticipated benefits incurred by such party by reason of a breach of any Purchaser Indemnified Party seeking indemnification after the completion representation, warranty, covenant or obligation of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of any other party under this Agreement may be made against or any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarTransaction Document.

Limitations on Indemnity. 11.4.1 Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Seller under SECTION 11.2 of this Agreement unless and until the aggregate amount of such indemnifiable Losses exceeds $26,500 ("SELLER'S INDEMNIFICATION THRESHOLD"); provided, however, Seller's Indemnification Threshold shall not be applicable with respect to any of the following ("EXCLUDED LIABILITIES"): (a) The Indemnifying Parties any breach of any representation or warranty made by Seller in this Agreement that was fraudulent or intentional, (b) any breach of any covenant, agreement or obligation of Seller contained in this Agreement, (c) any liability or obligation arising out of an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and Purchaser acknowledge for which a full adjustment was not made at Closing and (d) Seller's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3. With respect to any indemnity claim under SECTION 11.2, Losses incurred with respect to any breach of any representation or any warranty that is specifically qualified by materiality or any value impairment qualified by materiality or any adverse affect qualified by materiality, the indemnities misrepresentation, breach, value impairment or adverse affect shall be considered material and Seller's Indemnification Threshold satisfied if the Losses to Buyer or the LLC as a result of the misrepresentation, breach, impairment or affect are or may be at least $26,500; provided, however, that with regard to any representation or warranty pertaining to compliance with any Legal Requirement or Governmental Permit, the Losses must result from a Third Party Action requesting correction or compliance costing Buyer or the LLC in the aggregate at least $26,500, or Persons asserting claims against Buyer or the LLC of at least $26,500 in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Buyer under Section 9.03 SECTION 11.3 of this Agreement unless and until the amount of such indemnifiable Losses for an indemnification claim exceeds $25,000 ("BUYER'S INDEMNIFICATION THRESHOLD"); provided, however, Buyer's Indemnification Threshold shall not be applicable with respect to any of the following: (a) any breach of any representation or warranty made by Buyer in this Agreement that was fraudulent or intentional; (b) Buyer's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3; or (c) any failure by the LLC to assume and discharge the Assumed Liabilities in accordance with the Acceptance and Assumption signed by the LLC on the Contribution Date. Notwithstanding anything herein to the contrary, if any indemnification claim exceed $26,500 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed indemnification obligations in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarSECTION 11.4.1.

Limitations on Indemnity. (a) The aggregate liability of any Indemnifying Parties Securityholder for claims of indemnification from and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject against Damages pursuant to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i9.1(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; and (iivii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, a pro rata basis (based upon such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (ivIndemnifying Securityholder’s Pro Rata Percentage) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost with respect to Damages incurred or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred sustained by the Indemnified Parties arising from or relating to any inaccuracy in connection or breach of representations and warranties, other than the Intellectual Property Reps and the Fundamental Reps, or any Designated Matter that is not related to the Intellectual Property Reps or the Fundamental Reps, [***]; (B) with respect to Damages incurred or sustained by the Indemnified Parties arising from or relating to any inaccuracy in or breach of the Intellectual Property Reps or any Designated Matter related to the Intellectual Property Reps, [***]; and (C) with respect to Damages incurred or sustained by the Indemnified Parties arising from or relating to any inaccuracy in or breach of the Fundamental Reps or any Designated Matter related to the Fundamental Reps, the Merger Consideration plus the Note Consideration paid or payable to the Indemnifying Securityholders; and (ii) Section 9.1(a)(ii) – (vi) shall not exceed on a pro rata basis (based upon such Indemnifying Securityholder’s Pro Rata Percentage) the Merger Consideration plus the Note Consideration paid or payable to the Indemnifying Securityholders, and no Indemnifying Securityholder shall ever be required to pay in the aggregate more than the portion of the Merger Consideration plus the Note Consideration paid or payable to such Indemnifying Securityholder; provided, however, that the preceding limitations shall not apply to or otherwise limit any claims brought under Section 9.03(a), cumulatively for indemnification from and in the aggregate, exceed US$2,000,000, against Damages for intentional or knowing misrepresentation or breach or fraud in which case, such Indemnifying Securityholder participated or of which such Indemnifying Securityholder had actual knowledge. [***] Certain information in this document has been omitted and filed separately with the Indemnifying Parties shall be liable for all such Indemnifiable Losses from Securities and Exchange Commission. Confidential treatment has been requested with respect to the first dollaromitted portions.

Limitations on Indemnity. a. Notwithstanding anything contained in this Agreement to the contrary, Seller shall be obligated pursuant to Section 6.2 (aother than with respect to the Seller Fundamental Representations, Section 6.2(c), Section 6.2(d), Section 6.2(e) The Indemnifying Parties or the Environmental Indemnification and Purchaser acknowledge that the indemnities under Section 9.03 7.6 which shall not be subject to the following provisions: Claim Threshold or the Deductible) only (i) the Purchaser with respect to any claim resulting in Buyer Indemnified Parties Party Losses exceeding Twenty Five Thousand Dollars ($25,000) (“Claim Threshold”); provided that any such claim shall not bring any indemnity claim under Section 9.03(a)(icomprise an aggregation of Buyer Indemnified Party Losses arising from unrelated matters, and (ii) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed Buyer Indemnified Party Losses which exceed the threshold set forth in clause (i) of this sentence incurred by Buyer Indemnified Parties exceed in the Company Disclosure Schedule; aggregate One Million Dollars (ii$1,000,000) (the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii“Deductible”), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement only to the extent of such amount in excess of such Deductible. For the avoidance of doubt, Seller shall be obligated pursuant to Section 6.2 only with respect to Buyer Indemnified Party Losses incurred by Buyer Indemnified Parties with respect to the aggregate amount by which the aggregate amount of claims that such claims would not have arisen but for a change in any lawmeet the Claim Threshold exceeds the Deductible. Further, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties Seller shall not be liable obligated for any claim Buyer Indemnified Party Losses (i) once Seller has paid the Buyer Indemnified Parties with respect to such Losses an aggregate amount in excess of Ten Million Dollars ($10,000,000.00) (the “General Indemnification Limit”); provided, that the General Indemnification Limit shall not apply to Buyer Indemnified Party Losses that are Environmental Liabilities (including Environmental Actions or any actual or alleged liabilities under any Environmental Law, including, without limitation any breach of the representations and warranties contained in Section 3.16 or claims made pursuant to Section 9.03 if 6.2(f) or 6.2(g) (Acollectively, the “Environmental Indemnification”); and (ii) once Seller has paid an aggregate amount of Five Million Dollars ($5,000,000.00) under the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable Environmental Indemnification (the “Grace PeriodEnvironmental Indemnification Limit” and, together with the General Indemnification Limit, the “Maximum Indemnification Limit”). For the avoidance of doubt, amounts paid by Seller in respect of claims falling within the scope of the Environmental Indemnification Limit shall not be applied towards the General Indemnification Limit, and (B) no Indemnifiable Loss is incurred amounts paid by any Purchaser Indemnified Party seeking indemnification after the completion Seller in respect of such remedial actions conducted claims falling within the Grace Periodscope of the General Indemnification Limit shall not be applied towards the Environmental Indemnification Limit. Notwithstanding the foregoing, the limitations on indemnity set forth in this Section 6.4(a) (including, without limitation, General Indemnification Limit, the Environmental Indemnification Limit and (vithe Maximum Indemnification Limit) no claims shall not apply to any Losses arising out of this Agreement may be of, based upon or attributable to fraud, willful misconduct, any Seller Fundamental Representation, or claims made against under any of Section 6.2(e), the Principals and no Liabilities in connection Closing Date Working Capital adjustment, or amounts paid under Section 7.6 or claims made under Section 6.2(d) (but with such respect to the Maximum Indemnification Limit, only with respect to the portion of claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcosunder Section 6.2(d) that exceed $1.5 million). In addition, any obligations or Losses incurred under the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties Transitions Services Agreement shall not be obligated subject to indemnify any Indemnified Party under the indemnification limited set forth in Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a6.4(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar.

Limitations on Indemnity. 11.4.1 Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Seller under SECTION 11.2 of this Agreement unless and until the aggregate amount of such indemnifiable Losses exceeds $56,250 ("SELLER'S INDEMNIFICATION THRESHOLD"); provided, however, Seller's Indemnification Threshold shall not be applicable with respect to any of the following ("EXCLUDED LIABILITIES"): (a) The Indemnifying Parties any breach of any representation or warranty made by Seller in this Agreement that was fraudulent or intentional, (b) any breach of any covenant, agreement or obligation of Seller contained in this Agreement, (c) any liability or obligation arising out of an Excluded Asset for which Buyer or the LLC become or remain liable after Closing and Purchaser acknowledge for which a full adjustment was not made at Closing and (d) Seller's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3. With respect to any indemnity claim under SECTION 11.2, Losses incurred with respect to any breach of any representation or any warranty that is specifically qualified by materiality or any value impairment qualified by materiality or any adverse affect qualified by materiality, the indemnities misrepresentation, breach, value impairment or adverse affect shall be considered material and Seller's Indemnification Threshold satisfied if the Losses to Buyer or the LLC as a result of the misrepresentation, breach, impairment or affect are or may be at least $56,250; provided, however, that with regard to any representation or warranty pertaining to compliance with any Legal Requirement or Governmental Permit, the Losses must result from a Third Party Action requesting correction or compliance costing Buyer or the LLC in the aggregate at least $56,250, or Persons asserting claims against Buyer or the LLC of at least $56,250 in the aggregate. Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Buyer under Section 9.03 SECTION 11.3 of this Agreement unless and until the amount of such indemnifiable Losses for an indemnification claim exceeds $25,000 ("BUYER'S INDEMNIFICATION THRESHOLD"); provided, however, Buyer's Indemnification Threshold shall not be applicable with respect to any of the following: (a) any breach of any representation or warranty made by Buyer in this Agreement that was fraudulent or intentional; (b) Buyer's obligation to pay any post-Closing adjustments pursuant to SECTION 3.3; or (c) any failure by the LLC to assume and discharge the Assumed Liabilities in accordance with the Acceptance and Assumption signed by the LLC on the Contribution Date. Notwithstanding anything herein to the contrary, if any indemnification claim exceed $56,250 in the case of claims against Seller and $25,000 in the case of Buyer then, subject to the application of the Indemnification Ceiling, all Losses, including those under the Indemnification Thresholds, shall be subject to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed indemnification obligations in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollarSECTION 11.4.1.

Limitations on Indemnity. (a) The aggregate Liability of any Indemnifying Parties Party for claims of indemnification from and Purchaser acknowledge that against Damages shall not exceed on a pro rata basis (based on the indemnities under Section 9.03 shall be subject total Closing Merger Consideration payable to the following provisions: Indemnifying Parties, except as provided in Section 9.6(c)(iv) below) (i) the Purchaser Indemnified Parties shall not bring with respect to Damages pursuant to Section 9.1(a) arising from or relating to any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for inaccuracy in or breach of representations and warranties other than the Intellectual Property Reps and the Fundamental Reps, [***] percent ([***]%) of the portion of the Merger Consideration actually paid or warranties set forth under Article III, otherwise due and payable to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedulesuch Indemnifying Party (without taking into account any prior Offset Amounts); (ii) with respect to Damages pursuant to Section 9.1(a) arising from or relating to any inaccuracy in or breach of the total liability Intellectual Property Reps, [***] percent ([***]%) of each the Merger Consideration actually paid or otherwise due and payable to such Indemnifying Party (without taking into account any prior Offset Amounts); provided that for purposes of calculating the aggregate amount of Damages arising from or relating to any inaccuracy in respect or breach of the Intellectual Property Reps, all Damages arising from or relating to any inaccuracy in or breach of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit other representations and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholderwarranties shall be included; and (iii) without prejudice with respect to Damages pursuant to Section 9.05(a)(ii), 9.1(a) arising from or relating to any inaccuracy in or breach of the total liability of each Selling Shareholder in respect of Fundamental Reps and for any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim indemnification made pursuant to Section 9.03 if (A) this Article IX, the alleged breach which is the subject of the claim is remediable Merger Consideration actually paid or otherwise due and has been remedied by the relevant payable to such Indemnifying Party (without cost or liability to the Grouptaking into account any prior Offset Amounts); provided, to the reasonable satisfaction of Purchaserfurther, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties limitations in this clause (a) shall not be obligated apply to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with or otherwise limit any claims brought under Section 9.03(a)for indemnification from and against Damages for willful, cumulatively and in the aggregate, exceed US$2,000,000, intentional or knowing misrepresentation or fraud in which case, the such Indemnifying Parties shall be liable for all Party participated or of which such Indemnifiable Losses from the first dollarIndemnifying Party had actual knowledge.

Limitations on Indemnity. Notwithstanding the foregoing, no claim may be made or suit instituted under this Section 8 with respect to any breach (aor purported breach) of representation or warranty after December 31, 2001, except for Reserved Claims. The Indemnifying Parties and Purchaser acknowledge that term "Reserved Claims" shall mean all claims as --------------- to which the indemnities under Section 9.03 Indemnified Party has given any indemnifying party reasonably specific written notice (in light of the facts then known) on or prior to May 31, 2001. No party shall be subject liable under this Section 8, and no claim for indemnification hereunder shall be asserted, for any loss of profits or consequential or incidental damages. In addition, no claim may be made by any party pursuant to the following provisions: (i) the Purchaser Indemnified Parties shall not bring this Section 8 with respect to any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of one or more representations or warranties set forth under Article IIIunless the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the limitations contained in this sentence, be indemnifiable hereunder exceeds $100,000, in which case the indemnifying party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such $100,000 deductible amount. In addition, no party shall be liable to any Indemnified Party pursuant to this Section 8 for Losses of the types described in Sections 8.2(a)(i) or 8.2(b)(i) to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability for such indemnifying party hereunder for such breach of each Indemnifying Party in respect representation or warranty claims would exceed $1,000,000. The amount of all relevant any indemnification claims payment under this Section 9.03(a) brought 8 shall be reduced by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect present value of any and all indemnification claims or other claims under this Article IX or otherwise tax benefit (including, without limitation, any increase in law or in equity brought tax basis) received by the Purchaser Indemnified Parties Party (or a related entity) resulting from the Loss. The foregoing time and dollar limitations on indemnification shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable apply to indemnify any Purchaser Indemnified Party in respect breach of any claims under covenant contemplated by this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated be performed after the Closing; (v) . Notwithstanding the Indemnifying Parties foregoing, the provisions contained in this Section 8.3 shall not be liable for apply to any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject Losses of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”type described in Section 8.2(b)(iii), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar.

Limitations on Indemnity. (a) The Indemnifying Parties and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject Except with respect to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article IIIclaims based on Retained Liabilities, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of Seller (in each case, for which a claim may be made without regard to the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to limitations set forth in this Section 9.05(a)(ii29(e)), (i) the total liability of each Selling Shareholder Seller Indemnitees shall not be liable to the Purchaser Indemnitees for any matters contained in respect of any Section 29(a) (A) unless and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought until the Indemnification Loss incurred by the Purchaser Indemnified Parties Indemnitees arising from any single event or series of related events exceeds $2,500 (the “Purchaser Covered Losses”) and (B) unless and until the aggregate amount of all Purchaser Covered Losses therefrom exceeds an amount equal to the lesser of $50,000 or the amount of the Escrowed Funds (the “Basket”), at which time the Xxxxxxxxx Xxxxxxxxxxx shall not be entitled to indemnification for all such Indemnification Losses in excess of such Basket amount. In no event shall any Indemnification Claim made by any party hereto against another party hereto exceed the net proceeds received byamount held pursuant to the Holdback Escrow Agreement (the “Cap Amount”), including the amounts held except in the Audit and Indemnity Escrow Account and Tax Escrow Account case of any claims based on behalf ofRetained Liabilities, such Selling Shareholder in connection with the TransactionsAssumed Liabilities, except for fraud or willful misconduct of such Selling Shareholder; (iv) party in which case the Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties Cap Amount shall not apply. Solely in the case of claims related to Retained Liabilities, Purchaser Indemnitees shall be liable entitled to recover (i) first, from the Escrowed Funds and then only for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject an aggregate cumulative amount of Indemnification Losses not in excess of the claim is remediable Escrowed Funds remaining under the Holdback Escrow Agreement, and has been remedied by (ii) then second, after exhaustion of the relevant Indemnifying Party without cost or liability to Escrowed Funds, from Seller for an aggregate cumulative amount of Indemnification Losses (for all Retained Liabilities claims combined) not in excess of the Group, to the reasonable satisfaction additional amount set forth in Section 29(e) of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable Exhibit A (the “Grace PeriodAdditional Capped Recovery Funds”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar.

Limitations on Indemnity. (a) The Indemnifying Parties and Purchaser acknowledge that the indemnities under Section 9.03 shall be subject to the following provisions: (i) the Purchaser Indemnified Parties shall not bring any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for breach of representations or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Indemnifying Parties are not liable to indemnify any Purchaser No GLP Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any lawshall seek, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made entitled to, indemnification from Xxxx Parent pursuant to Section 9.03 if (A6.2(a) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership with respect to a breach of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(aLiabilities Representations) unless the aggregate Indemnifiable Losses incurred by claims for Damages of the GLP Indemnified Parties in connection for which indemnification is sought pursuant to Section 6.2(a) (other than with any claims brought under Section 9.03(arespect to a breach of the Liabilities Representations) exceed five hundred seventy thousand dollars ($570,000), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties event Xxxx Parent shall be liable for all such Indemnifiable Losses Damages in excess of such amount. Notwithstanding anything to the contrary set forth herein, the GLP Indemnified Parties’ aggregate recovery against Xxxx Parent in connection with claims made pursuant to Section 6.2(a) (other than with respect to a breach of the Liabilities Representations) shall not exceed two million eight hundred fifty thousand dollars ($2,850,000); provided, however, notwithstanding anything to the contrary herein, in no event and under no circumstances shall the foregoing be interpreted as a limit on Xxxx Tenant’s liability for any matters under the Lease. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if and to the extent the Lease (a) provides for the right of any GLP Indemnified Parties to be indemnified or reimbursed by Tenant for any and all Damages for which Xxxx Parent is otherwise obligated to indemnify such GLP Indemnified Parties pursuant to the indemnity set forth in Section 6.2 (the “Xxxx Parent Indemnity”), and/or (b) the Lease provides that Tenant bears liability, responsibility, and remedial obligations for any Damages for which Xxxx Parent is otherwise obligated to indemnify such GLP Indemnified Parties pursuant to the Xxxx Parent Indemnity, then the applicable provisions of the Lease shall control and such GLP Indemnified Parties shall be prohibited from pursuing any indemnification right under the first dollarXxxx Parent Indemnity or other remedies under this Agreement that relate in any way to such Damages, it being acknowledged and agreed by GLP and Xxxx Parent that the Lease does not provide for the right of any GLP Indemnified Parties to be indemnified or reimbursed by Tenant, or for Tenant to bear any liability, responsibility, and/or remedial obligations, for Damages which may arise pursuant to the Xxxx Parent Indemnity for a breach of any representations and warranties set forth in Sections 4.9, 4.10, 4.11 (other than representations relating to (i) the Property or (ii) any Taxes or Tax Returns relating to or in respect of the Property), 4.12, and/or 4.14.

Limitations on Indemnity. An Indemnifying Party shall not have any liability for indemnification pursuant to Section 8.2(i) or Section 8.4(i) unless and until the aggregate amount of all Damages which are incurred or suffered by the Indemnified Party exceeds Fifty Thousand Dollars ($50,000) (the “Threshold”); provided, however, that (a) The Indemnifying Parties and Purchaser acknowledge that in the indemnities under Section 9.03 event the aggregate amount of Damages for which such Indemnified Party is seeking indemnification exceeds the Threshold, such Indemnified Party shall be subject entitled to recover the following provisions: full amount of such Damages, including the Damages comprising the Threshold and (ib) the Purchaser Indemnified Parties Buyer shall not bring be entitled to indemnification pursuant to Section 8.2(i) for any indemnity claim under Section 9.03(a)(i) against the Indemnifying Parties for Damages resulting from any breach of, or inaccuracy in, any representation or warranty, of representations any Acquired Company or warranties set forth under Article III, to the extent that relevant exceptions have been fairly disclosed Seller in the Company Disclosure Scheduleevent that Seller can prove by a preponderance of the evidence that Xxxxxx X. Xxxxxxxxx, an officer of Buyer, had actual knowledge of the event or condition constituting such breach or inaccuracy; (ii) notwithstanding the total liability of each Indemnifying Party in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholderforegoing, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice with respect to Section 9.05(a)(ii8.2(i), the total liability knowledge of each Selling Shareholder in respect Xxxxxx X. Xxxxxxxxx shall not affect, eliminate, limit or otherwise modify the rights of Buyer to indemnification or any and all indemnification claims or other claims remedies under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the Agreement. An Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made Damages, or be required to make payments for indemnification pursuant to Section 9.03 if 8.2(i) or Section 8.4(i), in an aggregate amount in excess of Two Million Six Hundred Twenty-Five Thousand Dollars (A$2,625,000) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace PeriodCap”), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the an Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties Party shall not be obligated liable for any Damages, or be required to indemnify any Indemnified Party under Section 9.03(a) unless make payments for indemnification, to the aggregate Indemnifiable Losses incurred extent the subject matter of the claim is covered by insurance and such insurance proceeds have been actually received by the Indemnified Parties Party (net of any costs and expenses incurred in connection with obtaining such insurance proceeds). If an Indemnifying Party pays an Indemnified Party for a claim and subsequently insurance proceeds in respect of such claim are collected by the Indemnified Party, then the Indemnified Party shall remit the insurance proceeds (net of any claims brought costs and expenses incurred in obtaining such insurance proceeds) to the Indemnifying Party. An Indemnified Party shall use reasonable efforts to obtain from any applicable insurance company any insurance proceeds in respect of any claim for which such Indemnified Party seeks indemnification under Section 9.03(a)this Article VIII. Notwithstanding anything to the contrary herein, cumulatively and in if an Indemnified Party is seeking, or is entitled to seek, indemnification from an Indemnifying Party for Damages due to the aggregate, exceed US$2,000,000, in which casesuch Indemnifying Party’s fraud or willful misconduct, the Indemnifying Parties limitations in this Section 8.8 (including the Threshold and the Cap) shall not be liable for all applicable to, or otherwise limit an Indemnified Party’s recovery for, such Indemnifiable Losses from the first dollarclaim.

Limitations on Indemnity. (a) The Indemnifying Parties On and Purchaser acknowledge that after the indemnities under Section 9.03 shall be subject to the following provisionsClosing: (i) the Purchaser Shareholder shall only be liable to the PCN Indemnified Parties, and the PCN Indemnified Parties shall only be entitled to indemnification from the Shareholder, for the matters covered by Sections 8.1; and (ii) PCN and the Surviving Corporation shall only be liable to the Seller Indemnified Parties, and the Seller Indemnified Parties shall only be entitled to indemnification from PCN and the Surviving Corporation, for the matters covered by Section 8.2 hereof, in both cases, only if, and only to the extent that, the aggregate amount of Losses suffered by PCN Indemnified Parties or suffered by Seller Indemnified Parties, as the case may be, exceeds $100,000 (the "Minimum Indemnity Amount"), in which event each such Indemnified Party shall thereafter be entitled, from time to time, to seek indemnification in respect to all Losses in respect of which it is entitled to be indemnified pursuant to such provisions of Section 8.1 and 8.2, as the case may be, in excess of the Minimum Indemnity Amount. The foregoing limitations shall not bring any indemnity affect the right of the Indemnified Party to make a claim under Section 9.03(a)(i) for indemnification in order to enable the Indemnified Party to obtain credit against the $100,000 limitation contained in the preceding sentence hereof for indemnification which would otherwise be due but for such limitation; provided, however, that, except as otherwise provided in Section 8.3(b), the Indemnifying Parties for breach Party shall have no liability unless the claims of representations or warranties set forth under Article IIIthe Indemnified Party exceed, in the aggregate, the Minimum Indemnity Amount. Notwithstanding any provision hereof to the contrary, no claim of any PCN Indemnified Party with respect to the items enumerated in Section 8.3(b) shall count toward the Minimum Indemnity Amount to the extent that relevant exceptions have been fairly disclosed in the Company Disclosure Schedule; (ii) the total liability of each Indemnifying any PCN Indemnified Party has received payment in respect of all relevant indemnification claims under Section 9.03(a) brought by the Purchaser Indemnified Parties is limited to the Audit and Indemnity Escrow Amount allocated to the applicable Selling Shareholder, except for fraud or willful misconduct of the Warrantors, the Company and/or such Selling Shareholder; (iii) without prejudice to Section 9.05(a)(ii), the total liability of each Selling Shareholder in respect of any and all indemnification claims or other claims under this Article IX or otherwise in law or in equity brought by the Purchaser Indemnified Parties shall not exceed the net proceeds received by, including the amounts held in the Audit and Indemnity Escrow Account and Tax Escrow Account on behalf of, such Selling Shareholder in connection with the Transactions, except for fraud or willful misconduct of such Selling Shareholder; (iv) the claim from an Indemnifying Parties are not liable to indemnify any Purchaser Indemnified Party in respect of any claims under this Agreement to the extent that such claims would not have arisen but for a change in any law, regulation or government decrees promulgated after the Closing; (v) the Indemnifying Parties shall not be liable for any claim made pursuant to Section 9.03 if (A) the alleged breach which is the subject of the claim is remediable and has been remedied by the relevant Indemnifying Party without cost or liability to the Group, to the reasonable satisfaction of Purchaser, within thirty (30) Business Days after the date on which the notice of such claim is received by Shareholders Representative or the relevant Selling Shareholder, as applicable (the “Grace Period”8.3(b), and (B) no Indemnifiable Loss is incurred by any Purchaser Indemnified Party seeking indemnification after the completion of such remedial actions conducted within the Grace Period, and (vi) no claims arising out of this Agreement may be made against any of the Principals and no Liabilities in connection with such claims shall be borne by any of the Principals (other than indirectly through their ownership of the Principal Holdcos). In addition, the Indemnifying Parties and Purchaser acknowledge that the Indemnifying Parties shall not be obligated to indemnify any Indemnified Party under Section 9.03(a) unless the aggregate Indemnifiable Losses incurred by the Indemnified Parties in connection with any claims brought under Section 9.03(a), cumulatively and in the aggregate, exceed US$2,000,000, in which case, the Indemnifying Parties shall be liable for all such Indemnifiable Losses from the first dollar.