Common use of Limitations Clause in Contracts

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. Notwithstanding anything to the contrary in this Agreement: (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not no claim may be liable to the Purchaser Indemnified Parties made by any Indemnitee(s) for indemnification under pursuant to Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.511.2(a) unless and until the Purchaser Indemnified Parties or aggregate amount of Losses for which the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration Indemnitee(s) seeks to be indemnified pursuant to Section 11.2(a) exceeds $50,000 (the “DeductibleThreshold Amount”), at which time the Indemnitee(s) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim indemnification for only those all such Losses in excess of (including all Losses included within the Deductible.Threshold Amount); (b) Notwithstanding anything the maximum aggregate indemnification obligation of each Seller for money damages pursuant to the contrary contained in this AgreementSection 11.2(a), other than with respect to a claim for indemnification arising from any breach or inaccuracy of any Fundamental Representations, shall be limited to (i) in the case of ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, such Seller’s Pro Rata Share of the Escrow Amount, and in the case of Jadevaia, such Seller’s Pro Rata Share of the Escrow Amount plus the Earnout Payment (if any); (c) the maximum aggregate liability indemnification obligation of each Seller or Purchaser under this Article VII for Losses indemnified under money damages pursuant to Section 7.2(a11.2(a) or Section 7.3(a) (other than in with respect of to a claim for indemnification arising from any breach of or inaccuracy in of any Fundamental Representations or any of pursuant to Sections 11.2(b)-(e) shall be limited in the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of aggregate to the Aggregate Consideration and (ii) the maximum aggregate liability of consideration actually received by such Seller or Purchaser for Losses indemnified under pursuant to this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration.Agreement; (cd) Payments no Seller shall be liable or have any indemnification obligation for the breach of any representations or warranty made by an Indemnifying Party any other Seller in Article IV of this Agreement, the breach of any covenant of any other Seller in this Agreement or for the actions or inaction of any other Seller in connection with this Agreement; and (e) no Indemnitor shall have any right to indemnification pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party 11.2(e) with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal Losses to the aggregate amount of the recovery shall be promptly made extent (and only to the applicable Indemnifying Partyextent) such Losses are duplicative of Losses that were included in the Net Working Capital calculation and have previously been recovered by Purchaser through an adjustment to the Initial Closing Price at Closing. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (ai) Subject In the absence of fraud, (A) neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under Section 8(b)(i)(A) of this Agreement in respect of any misrepresentation or breach by Hosting or Networks of any representation or warranty set forth in this Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the additional extent of such excess and (B) the aggregate obligation of Networks and Hosting to indemnify, defend and hold the VitalStream Indemnitees harmless hereunder shall be limited to $800,000. In the event a VitalStream Indemnitee seeks indemnification for Losses pursuant to this Section 8, such VitalStream Indemnitee's sole recourse shall be against the Escrow Shares, (as defined in the Escrow Agreement). Any recourse against the Escrow Shares shall be made based upon the Fair Market Value of the Escrow Shares as determined on the day immediately prior to the date on which a Claims Notice (as defined in the Escrow Agreement) is sent by VitalStream. (ii) In addition to the limitations set forth below in Section 8(f)(i) of this Agreement, neither Hosting nor Networks shall have any Liability, nor be subject to any Claim, under this Agreement in respect of any Liability or Claim arising out of or related to (A) the methodology and billing practices utilized by Networks and Hosting to charge its customers for services (including bandwidth) other than Losses incurred by VitalStream based upon any third-party Claim brought against VitalStream with respect to such methodology and billing practices and (B) the failure by Networks or Hosting to transfer any of the assets set forth on Schedule 8(f)(ii). (iii) In the absence of fraud, (A) VitalStream shall have no Liability, nor be subject to any Claim, under Section 8(c)(i)(A) of this Agreement in respect of any misrepresentation or breach by VitalStream of any representation or warranty set forth in this Agreement (1) with respect to any individual Liability or Claim, unless such Liability or Claim involves Losses in excess of $5,000 or (2) the amount of indemnifiable Losses, in the aggregate, exceeds $75,000, and then shall be liable only to the extent of such excess and (B) the aggregate obligation of VitalStream to indemnify, defend and hold Purchase Share Indemnitees harmless hereunder shall be limited to $800,000. In the event a Purchase Share Indemnitee seeks indemnification for Losses pursuant to this Section 7.58, Seller such Purchase Share Indemnitee's sole remedy shall be the issuance by VitalStream of additional shares of Common Stock to such Purchase Share Indemnitee with an aggregate Fair Market Value (as determined on the day immediately prior to the date on which a Purchase Share Indemnitee sends a notice of an indemnifiable Loss to VitalStream under this Section 8) equal to such indemnifiable Losses; provided, however, the aggregate number of shares of Common Stock VitalStream shall be required to issue pursuant to this Section 8 shall not be liable exceed a number of shares of Common Stock equal to the Purchaser Indemnified Parties number of Escrow Shares. Notwithstanding the foregoing, in the event a Purchase Share Indemnitee seeks indemnification for indemnification under Losses pursuant to this Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than 8 in respect of a breach by VitalStream or Buyer of Section 6(m) or inaccuracy in any Fundamental Representations or any Section 6(n) of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiesthis Agreement, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, such Purchase Share Indemnitee shall be entitled to bring a claim for only those Losses Cash from VitalStream in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Indemnifiable Losses.

Limitations. The indemnifications provided for in this Article 12 shall be subject to the following provisions: (a) Subject to the additional limitations set forth below in this Section 7.5, Seller The Selling Stockholders shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(athis Article 12 until the aggregate amount of all Losses in respect of indemnification under section 12.2 exceeds US$200,000 (the “Deductible Amount”), in which event the Selling Stockholders shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, the Selling Stockholders shall not be required to pay any amount with respect to any individual Loss of less than US$10,000 (the “De Minimis Amount”). The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Selling Stockholders or their Affiliates pursuant to this Agreement; (b) and Purchaser UEC shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(athis Article 12 until the aggregate amount of all Losses in respect of indemnification under section 12.3 exceeds the Deductible Amount, in which event UEC shall only be required to pay or be liable for Losses in respect of such claims in excess of the Deductible Amount. In addition, UEC shall not be required to pay any amount with respect to any individual Loss of less than the De Minimis Amount. The foregoing Deductible Amount and De Minimis Amount shall not be applicable, however, in respect of claims for Losses based upon, arising out of, with respect to or by reason of any breach of any UEC Fundamental Representation or non-fulfillment of any covenant, agreement or obligation to be performed by UEC pursuant to this Agreement; (c) The aggregate amount of all Losses for which the Selling Stockholders shall be liable pursuant to: (i) section 12.2(a) (other than those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the Fundamental Representations) shall not exceed US$4,000,000, provided that the Selling Stockholders may satisfy in full (and without further recourse) any obligations arising under section 12.2(a) by delivery to UEC of: (1) cash; (2) up to 2,844,950 Acquisition Shares, valued as of the date written notice of a Third Party Claim or a Direct Claim is given by the Indemnified Party pursuant to Section 12.9 (and for clarification, if the value as of the date written notice is provided is greater than the Deemed Issuance Price per Acquisition Share, proportionately fewer Acquisition Shares would need to be delivered in satisfaction of the Selling Stockholders’ indemnification obligations); or (3) any combination thereof; provided, that, for certainty, notwithstanding the deemed value of the Acquisition Shares in (2) above, where the Selling Stockholders have delivered an aggregate of 2,844,950 Acquisition Shares in satisfaction of obligations arising under section 12.2(a), the Selling Stockholders shall have no further liability in respect of a such obligations; and (ii) section 12.2(a), for Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of or inaccuracy in any the Fundamental Representations or any of the representations Representations, and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5section 12.2(b), as applicable, shall not exceed 20% a dollar amount (the “Fundamental Cap”) equal to the aggregate Acquisition Consideration held by the Selling Stockholders as of the Aggregate Consideration and (ii) date written notice of a Third Party Claim or a Direct Claim is given by the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Indemnified Party pursuant to Section 7.2 or Section 7.3 12.9 (the “Held Acquisition Consideration”), it being understood that the Selling Stockholders may satisfy in respect full any obligations under section 12.2(a), and section 12.2(b) by delivery to UEC of any Loss shall be reduced by combination of the amount of any amounts actually recovered by the Indemnified Party under insurance policiesfollowing, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal up to the aggregate amount value of the recovery shall be promptly made to Fundamental Cap: (1) cash; or (2) the applicable Indemnifying PartyHeld Acquisition Consideration (with Acquisition Consideration being delivered in fulfillment of this obligation in the following order: first, Acquisition Shares, second, Acquisition Warrants, and third, the NPI Royalty). (d) In no event The aggregate amount of all Losses for which UEC shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, pursuant to: (i) section 12.3(a) (other than indemnification those Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of the UEC Fundamental Representations) shall not exceed US$4,000,000; and (ii) section 12.3(a), for amounts paid Losses based upon, arising out of, with respect to or payable to third parties by reason of any inaccuracy in or breach of the UEC Fundamental Representations and 12.3(b) shall not exceed the Fundamental Cap. Notwithstanding the foregoing, the Deductible and the limitations on liability set forth in this section 12.4 shall not be applicable in respect of any Third Party Claim claims for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall takeLosses based upon, and cause its Affiliates arising out of, with respect to take, all commercially reasonable steps to mitigate any Loss upon becoming aware or by reason of any event claim made under this Agreement which is based upon, or circumstance that would be reasonably expected relates to, in any manner whatsoever intentional misconduct, intentional misrepresentation or does, give rise thereto, provided that any costs fraud by the Indemnifying Party (and no such claim shall be counted towards the Deductible of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereofParty, deductibles or retentions thereunder and increases in premiums as a result thereofapplicable).

Limitations. (a) Subject The Company shall only be bound to indemnify the E Investors if and when the aggregate amount owed to the additional limitations set forth below E Investors by reason of the implementation of this warranty exceeds EUR 200,000, said amount representing a threshold (seuil de déclenchement) and not a deductible (franchise), provided however, in the case of fraud, this Section 7.5, Seller threshold amount shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductibleapply. (b) Notwithstanding anything In addition, said indemnification shall be limited to an aggregate amount corresponding to 50% of the contrary contained in price paid up by such E Investor for the E shares subscribed pursuant this Agreement, (i) provided however that the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, above limitation shall not exceed 20% apply in case of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller fraud, willful misconduct or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationgross negligence. (c) Payments by an Indemnifying Party pursuant Any Loss giving right to Section 7.2 or Section 7.3 in respect of indemnification under this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the Company, and any Loss suffered by the Company shall be reduced by the amount any payment (net of any amounts actually recovered taxes and costs related thereto) received by the Indemnified Party under Company pursuant to an insurance policies, indemnities policy or other reimbursement arrangements otherwise to compensate for the said Loss. (ii) the E Investors shall also be indemnified by the Company for the reasonable lawyer’s fees and costs which they may incur in connection with the enforcement of the provisions of this Article 5 with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party valid claim thereunder; and (iii) with respect to any Loss for which any such Person has been indemnified hereundersuffered by the Company, then a refund equal to the aggregate amount of the recovery indemnification due by the Company to each E Investor pursuant to Section 5.1 above, shall be promptly made proportionate to the applicable Indemnifying Partypercentage of Series E Preferred Shares issued pursuant to this Agreement and held by such E Investor, at the time of occurrence of the relevant Loss in the share capital of the Company on a fully diluted basis. (d) In no event The Company’s liability under this Article 5 shall any Indemnifying Party be liable to any Indemnified Party based on Section 5.1 (a) and (b) hereof. Approval by the E Investors, in their capacity as shareholders of the Company, of the Company’s annual accounts for any punitive or treble damagesfiscal year shall not constitute, other than indemnification for amounts paid or payable where applicable, any exception to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthe foregoing. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject The Company will have no obligation to indemnify the additional limitations set forth below in this Investor Indemnified Persons pursuant to Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a10.2.1(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than solely in respect of a Losses arising from the breach of of, or inaccuracy in in, any Fundamental Representations representation or any warranty made by the Company or ▇▇▇▇▇▇▇ described therein unless the aggregate amount of all such Losses incurred or suffered by the representations and warranties contained in Section 3.5) unless and until Investor Indemnified Persons exceeds the Purchaser Indemnity Deductible Amount (at which point the Investor Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall Persons will be entitled to bring a claim indemnified for only those all such Losses in excess of the DeductibleIndemnity Deductible Amount); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters). (b) ▇▇▇▇▇▇▇ will have no obligation to indemnify the Investor Indemnified Persons pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or ▇▇▇▇▇▇▇ described therein unless the aggregate amount of all such Losses incurred or suffered by the Investor Indemnified Persons exceeds the Indemnity Deductible Amount (at which point, the Investor Indemnified Persons will be indemnified for all such Losses in excess of the Indemnity Deductible Amount) and ▇▇▇▇▇▇▇’▇ aggregate liability in respect of any such claims will not exceed $95,000,000 plus an amount equal to the additional aggregate Purchase Price, if any, paid by the Investors pursuant to the proviso in Section 2.1 (the “Cap”); provided, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters); and provided further, that the Cap will also not apply to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(d) (Noncontravention), 3.5 (Capitalization), 3.14.1 (Legal Compliance), 3.16 (Employee Benefit Plans), 3.17 (Environmental), 3.25 (No Brokers), 4.1 (Power and Authorization) and 4.4 (No Brokers). (c) All payments to be made by the Company pursuant to this Section 10 will be made in cash. All payments to be made by ▇▇▇▇▇▇▇ pursuant to this Section 10 will be made, at ▇▇▇▇▇▇▇’▇ option, in cash or through the transfer of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof) held by ▇▇▇▇▇▇▇ (including any of his successors, assigns and transferees) on such date with a fair value equal to such payment obligation, determined as of the Closing Date, as adjusted to reflect the diminution in value of such capital stock resulting from any Losses, to the applicable Investor Indemnified Persons. At any time when shares of capital stock will be used to satisfy his indemnification obligations hereunder, any such shares which have an automatic accruing dividend or other preferential rights will first be used to satisfy such obligations, and then, after all such shares have been so transferred, any other shares of such capital stock then held by ▇▇▇▇▇▇▇ (including his successors, assigns and transferees) will be used to satisfy such obligations. The fair value of any shares of capital stock to be used to satisfy any indemnification obligations hereunder shall be determined, as of the Closing Date, jointly by the ▇▇▇▇▇▇▇ and WCAS IX at the time such payment is to be made; provided, that the value of shares of capital stock which have an accruing dividend shall be the accrued value of such shares. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such shares shall be determined, as of the Closing Date, by an independent appraiser experienced in valuing such type of securities jointly selected by ▇▇▇▇▇▇▇ and WCAS IX. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by ▇▇▇▇▇▇▇. (d) All payments to be made by the Company or ▇▇▇▇▇▇▇ pursuant to claims for indemnification pursuant to Section 10.2.1(a) solely in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.15 (Tax Matters) shall be reduced, if and to the extent there have been any (i) actual Tax Benefits to the Company prior to the time such payment is to be made, which Tax Benefits result from items 1 or 2 disclosed on Schedule 10.2.2(d), or (ii) actual cash received by the Company prior to the time such payment is to be made, which cash is received as a result of items 3 or 4 disclosed on Schedule 10.2.2(d), and, in the case of (i) and (ii) of this Section 10.2.2(d), if requested by WCAS IX, such Tax Benefits or cash are verified in writing by the Company’s independent accountants. (e) The Investors acknowledge that ▇▇▇▇▇▇▇ will contribute up to $15,000,000 of the proceeds he receives from the Contemplated Transactions to a newly formed limited partnership to be known as the ▇▇▇▇▇▇▇ Family Limited Partnership (the “Family Partnership”). Prior to the contribution of such proceeds, no other contributions will have been made to the Family Partnership. Thereafter, ▇▇▇▇▇▇▇ may contribute additional assets (other than shares of capital stock of the Company (or, following the contribution and exchange contemplated by the Contribution and Exchange Agreement, any parent thereof)) to the Family Partnership, if and to the extent ▇▇▇▇▇▇▇ has received distributions from the Family Partnership equal to or greater than the fair market value of such additional contributed assets. Except for contributions of assets contemplated by the immediately preceding sentence, no additional contributions will be made to the Family Partnership. Provided that there has not been any breach or violation of this paragraph (e), if any claim becomes due from ▇▇▇▇▇▇▇ pursuant to Section 10.2.1(a) solely in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty made by the Company or ▇▇▇▇▇▇▇ described therein, the Investors shall have no rights against ▇▇▇▇▇▇▇’▇ interest in, or the assets held in, the Family Partnership. Upon receiving any notice of any such claim, ▇▇▇▇▇▇▇ will, if requested, provide WCAS IX with reasonable documentation evidencing all contributions made and distributions from the Family Partnership, including reasonable documentation evidencing the fair market value of any non-cash contributions or distributions. (f) Claims for indemnification pursuant to any other provision of Section 10.2.1 are not subject to the limitations set forth in this Section 10.2.2. (g) If, following the Closing, any claim becomes due from ▇▇▇▇▇▇▇ pursuant to Section 10 in respect of any Losses, ▇▇▇▇▇▇▇ shall have no rights against the Company, or any director, officers, employee or stockholder thereof (in their capacity as such), whether by reason of contribution, indemnification, subrogation or otherwise, in respect of any such claim, and shall not take any action against the Company or any person or entity in respect thereof. Notwithstanding anything to the contrary contained in this Agreementherein, (i) none of ▇▇▇▇▇▇▇, the maximum aggregate liability Company, the Investors nor any Investor Indemnified Person shall assert any claims against any officers, directors, attorneys, employees, or agents of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) the Company (other than in respect of a breach ▇▇▇▇▇▇▇), arising out of or inaccuracy in with respect to this Agreement or the Contemplated Transactions, including any Fundamental Representations Ancillary Agreement or any other document, Schedule, instrument or certificate delivered pursuant to or in connection therewith, or any action, inaction, statement or omission pertaining thereto (whether such right sounds in contract or tort, or by reason of the representations and warranties contained in Section 3.5contribution, indemnification, subrogation, or otherwise), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in including without limitation any right arising with respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 10 in respect of any Loss shall be reduced Losses suffered by reason of any breach of, or inaccuracy in, any representation or warranty made by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities Company or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party▇▇▇▇▇▇▇. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents: (a) Subject Each Party shall, and shall cause its Subsidiaries (and its and the Subsidiaries’ Representatives), to the additional limitations set forth below in take all reasonable steps to mitigate Damages subject to indemnification under this Section 7.5Article VII upon and after becoming aware of any event that reasonably could be expected to give rise to any such Damages, Seller and indemnification shall not be liable available under this Article VII to the Purchaser extent any such Damages are attributable to a failure of any such Person to take reasonable steps to mitigate such Damages; (b) No Parent Indemnified Party or Spinco Indemnified Party shall be entitled to payment or indemnification more than once with respect to the same matter (including by being taken into account in the determination of the Final Net Working Capital Amount); (c) No Party shall be entitled to set off, or shall have any right of set off, in respect of any Damages under this Article VII against any payments to be made by such Party under this Agreement or any other Transaction Document; and (d) Parent’s obligation to indemnify Spinco Indemnified Parties for indemnification Damages with respect to Assumed Liabilities pursuant to Section 7.02(b)(iv) is subject to the following additional limitations: (i) Parent shall only have liability to the Spinco Indemnified Parties under Section 7.2(a7.02(b)(iv) with respect to an Assumed Liability to the extent such Assumed Liability was the subject of a written notice given by a Spinco Indemnified Party pursuant to and Purchaser in compliance with Section 7.03(a) on or prior to the first anniversary of the Distribution Date; (ii) Parent shall have no liability under Section 7.02(b)(iv) with respect to any Assumed Liability to the extent of any amounts reserved or accrued on the Balance Sheet or taken into account in the determination of the Final Net Working Capital Amount (it being understood that any such reserved or accrued amounts also shall not be liable to counted for purposes of determining whether the Seller Indemnified Parties for indemnification Deductible contemplated in clause (iii) has been satisfied); (iii) Parent shall have no Liability under Section 7.3(a7.02(b)(iv) with respect to any claim (other than in respect of a breach of or inaccuracy in including any Fundamental Representations or any of the representations and warranties contained in Section 3.5Damages) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess aggregate amount of 0.5% of the Aggregate Consideration all Damages under Section 7.02(b)(iv) exceeds $100,000,000 (the “Deductible”) in ), at which point the aggregate, in which case the Purchaser Spinco Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim indemnification only for only those Losses Damages in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration ; and (iiiv) in no event shall the maximum aggregate liability obligation of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party Parent to indemnify Spinco Indemnified Parties pursuant to Section 7.2 or Section 7.3 7.02(b)(iv) exceed $400,000,000 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partyaggregate. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything herein to the additional limitations set forth below in this Section 7.5, contrary: no Seller shall not be liable incur or have any liability to indemnify the Purchaser Indemnified Parties for indemnification Buyer Indemnitees under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a12.03(b) (other than in except with respect to breaches of a breach of or inaccuracy in any Fundamental Representations or any breaches of the representations and warranties contained in Section 3.56.01(i) or Section 6.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by a Seller)) unless (a) the individual amount of any Liability subject to indemnification is greater than or equal to $100,000 and until (b) where the Purchaser Indemnified Parties aggregate total of all such Liabilities for which all Sellers are liable under this Agreement (after the application of the provisions of clause (a) above) equals or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5exceeds 2% of the Aggregate Consideration Purchase Price (the “Indemnity Deductible”) in ). In the aggregateevent that the sum of all such Liabilities exceeds the Indemnity Deductible, in which case then such Seller’s obligation to indemnify the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Buyer Indemnitees shall be entitled applicable only to bring the portion thereof that exceeds the Indemnity Deductible. For avoidance of doubt, no Seller will have any obligation or Liability to Buyer Indemnitees under this Article XII for amounts for which a downward adjustment was made to the Purchase Price pursuant to Section 3.04. For the sole purpose of determining whether the amount of any Liability with respect to a claim for only those Losses indemnification associated with a breach of representation or warranty hereunder exceeds the individual $100,000 threshold or collectively with all other claims, the Indemnity Deductible, any dollar thresholds or materiality or Material Adverse Effect qualifiers in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum such representations and warranties shall be disregarded. Sellers’ aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a12.03(b) or Section 7.3(a) for breaches of representations and warranties (other than in respect breaches of a breach of or inaccuracy in any Fundamental Representations or any and breaches of the representations and warranties contained in Section 3.56.01(j)(i) (to the extent such breaches of Section 6.01(j)(i) arose during the period which the Assets have been owned by any Seller), as applicable, ) shall not exceed 20% be limited to ten percent (10%) of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject The provisions of Sections 6.5 and 6.6 are applicable to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductibleArticle VIII. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate Seller shall have no liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(aSections 8.2(a) or Section 7.3(a8.2(b) (other than for any Damages in respect of a breach any way arising out of or inaccuracy in any Fundamental Representations related to an actual or any of proposed Development at a Business Property after the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationClosing. (c) Payments The Parties agree that any Damages incurred by an Indemnifying Party Buyer in investigation or remediation activities that are not required pursuant to Environmental Laws shall not be deemed a mandatory obligation for purposes of Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party8.2(a). (d) In Costs and expenses incurred in connection with investigation and remediation of a Release of Materials of Environmental Concern shall be indemnifiable under Section 8.2(a) only to the extent (i) required for the remediation of Materials of Environmental Concern to levels that will permit continued industrial uses at the Business Properties or that meet risk-based cleanup standards based upon industrial use of the Business Properties under applicable Environmental Laws as of the date the remediation is completed; or (ii) necessary to obtain a "no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive further action" letter or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredequivalent from a Governmental Entity with primary jurisdiction therefor. (e) Each Indemnified Party This Article VIII shall takebe the sole and exclusive remedy of (i) Buyer and its Affiliates against Seller or any of its Affiliates, and cause their respective present or former officers, directors and employees, agents, attorneys or contractors, and (ii) Seller and its Affiliates against Buyer or any of its Affiliates, and their respective present or former officers, directors and employee, agents, attorneys or contractors, for any and all claims, Damages or other matters related directly or indirectly to take, all commercially reasonable steps to mitigate the Business and arising at any Loss upon becoming aware of any event or circumstance that would be reasonably expected totime under Environmental Laws, or does, give rise thereto, provided that under any costs common law with respect to Materials of such mitigation shall be Losses indemnified hereunderEnvironmental Concern. (f) All Losses indemnified pursuant Buyer and Seller hereby waive (and shall cause their respective Affiliates and the respective successors and assigns of Buyer, Seller and their respective Affiliates to this Agreement shall be net waive) any right to seek contribution or other recovery from each other or their respective Affiliates or any present or former officer, director or employee, agent attorney or contractor of Buyer, Seller or any of their respective subsidiaries with respect to events related directly or indirectly to the proceeds Business prior to the Closing that Buyer and its Affiliates or any of them may now or in the future have under any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs Environmental Law or any common law providing for any remedy or right of recovery thereofwith respect to Environmental Matters or Materials of Environmental Concern other than as expressly provided for in this Article VIII. Buyer and Seller hereby release (and shall cause their respective Affiliates and the respective successors and assigns of Buyer, deductibles Seller and their respective Affiliates to release) each other and their respective Affiliates and all present or retentions thereunder former officers, directors and increases in premiums as a result thereof)employees, agents, attorneys or contractors of Buyer, Seller or any of their respective subsidiaries from any and all such claims, demands and causes of action.

Limitations. (a) Subject No amounts of indemnity shall be payable by SLG, SLGOP and Manager Corp as a result of any claim arising under clause (a) of Section 7.2 relating to a breach or alleged breach of a representation or warranty (i) unless the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than Losses in respect of such claim or series of related claims exceeds $20,000 (any such Losses being “Qualifying Losses”) and (ii) unless and until Parent Indemnified Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses referred to in that clause in excess of $500,000 in the aggregate (the “SLGOP Deductible”), in which case Parent Indemnified Parties may bring a claim for such Losses to the extent the aggregate amount of such Losses exceeds the SLGOP Deductible; provided, that such limitation shall not apply to any claim for Losses based upon a breach of or inaccuracy in any Fundamental Representations Representation. The maximum aggregate Liability of SLG, SLGOP and Manager Corp under clause (a) of Section 7.2 shall not exceed $10,000,000 (the “Indemnity Amount”); provided, that such limitation shall not apply to any claim for Losses based upon a breach of any Fundamental Representation or to any claim for Losses pursuant to Section 7.2(b), Section 7.2(c) or Section 7.2(d). (b) No amounts of indemnity shall be payable as a result of any claim arising under clause (a) of Section 7.3 relating to a breach or alleged breach of a representation or warranty (i) unless the representations Losses in respect of such claim or series of related claims are Qualifying Losses and warranties contained in Section 3.5(ii) unless and until the Purchaser Manager Indemnified Parties have paid, suffered, incurred, sustained or the Seller Indemnified Parties, as applicable, have incurred become subject to Qualifying Losses referred to in that clause in excess of 0.5% of $500,000 in the Aggregate Consideration aggregate (the “Parent Deductible”) in the aggregate, in which case the Purchaser Manager Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to may bring a claim for only those such Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreementextent the aggregate amount of such Losses exceeds the Parent Deductible; provided, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in that no such limitation exists with respect of to a claim based on a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the Parent’s Fundamental Representations. The maximum aggregate liability Liability of Seller or Purchaser for Losses indemnified Parent under this Article VII clause (other than in respect a) of Losses indemnified under Section 7.2(c)) or Article VIII 7.3 shall not exceed the Aggregate ConsiderationIndemnity Amount; provided, that no such limitation exists with respect to a claim based on a breach of any of Parent’s Fundamental Representations. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 Notwithstanding anything contained in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal this Agreement to the aggregate amount contrary, Parent acknowledges and agrees that the breach by SLGOP of the recovery representation and warranty contained in Section 3.6 shall be promptly made to not in and of itself result in a Loss; provided, that the applicable Indemnifying Partyforegoing shall not prevent or otherwise affect a determination that the underlying cause of such breach shall have resulted in a Loss. (d) In no event Nothing in this Section 7.4 shall apply to, or in any way limit the obligations of, an Indemnifying Party be liable under Section 7.5 to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties pay all defense costs in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthird-party claims. (e) Each Indemnified Party Nothing in this Section 7.4 shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected apply to, or does, give rise thereto, provided that in any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net way limit the obligations of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)parties under Article VI.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, Agreement or in any other Transaction Document: (a) (i) No GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement unless such GNL Indemnified Party has incurred Losses in excess of $3,750,000 in the aggregate (the “Deductible”), in which case such GNL Indemnified Party will be entitled to indemnification under Section 7.1(a) of this Agreement only to the extent the aggregate Losses with respect to such claims exceed the Deductible; provided, however, that the Deductible shall not apply to Losses with respect to the breach of any Advisor Fundamental Representations; (ii) the aggregate amount of all Losses that the GNL Indemnified Parties may recover under Section 7.1(a) of this Agreement (other than with respect to the Advisor Fundamental Representations) shall not exceed $28,125,000 (the “Cap”); and (iii) notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Seller or Purchaser Advisor Parent pursuant to this Article 7 shall be $56,250,000 (the “Overall Cap”). (b) The amount of any Loss for which indemnification is provided under this Article VII for Losses indemnified under Section 7.2(a7 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by, or Section 7.3(a) (other than in respect of a breach of indemnification agreement with, any Third Party or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability insurance proceeds or other sources of Seller or Purchaser reimbursement received, which shall be an offset against such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for Losses indemnified which indemnification is provided under this Article VII (other than in respect 7. If the amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Indemnifying Party of Losses indemnified under Section 7.2(c)) or any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VIII 7, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not exceed have had to pay pursuant to this Article 7 had such determination been made at the Aggregate Considerationtime of such payment. (c) Payments Notwithstanding anything to the contrary contained herein, an Indemnified Party’s right to indemnification, payments of Losses or any other remedy based on the representations, warranties, covenants and agreements contained in this Agreement will not be affected by an Indemnifying Party pursuant to Section 7.2 any investigation conducted with respect to, or Section 7.3 in respect any knowledge acquired (or capable of being acquired) at any Loss shall be reduced time by any Party, whether before or after the amount execution and delivery of any amounts actually recovered by this Agreement or the Indemnified Party under insurance policiesClosing Date, indemnities or other reimbursement arrangements with respect to the accuracy or inaccuracy of or compliance with, any such Losses less the amount representation, warranty, covenant or agreement. The waiver of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In condition based on the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect accuracy of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event representation or circumstance that would be reasonably expected towarranty, or doeson the performance of or compliance with any covenant or agreement, give rise theretowill not affect the right to indemnification, provided that payment of Losses, or any costs of other remedy based on such mitigation shall be Losses indemnified hereunderrepresentations, warranties, covenants and agreements. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject In no event shall the Seller have liability under Section 8.2(a)(i) to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of extent a breach of a representation or inaccuracy in any Fundamental Representations warranty results from, relates to or any arises out of the representations and warranties contained in Section 3.5) unless and until T-Mobile Parties’ breach of the Purchaser Indemnified Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled pursuant to bring a claim for only those Losses in excess of the Deductiblethis Agreement. (b) Notwithstanding anything to In no event shall the contrary contained in this Agreement, (i) the maximum T-Mobile Parties’ aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or Section 7.3(a) (other than in limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect of a breach of or inaccuracy in any Fundamental Representations or any to the payment of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationPurchase Price. (c) Payments by an Indemnifying Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to Section 7.2 or Section 7.3 in respect a final, non-appealable order. (d) The amount of any Loss Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by the amount of by: (i) any amounts insurance proceeds actually recovered received by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the amount Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredattributable thereto). (e) Each Indemnified of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall takebe entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and cause its Affiliates to take, all commercially reasonable steps specifically enforce the terms and provisions of this Agreement to mitigate any Loss upon becoming aware of any event prevent breaches or circumstance that would be reasonably expected tothreatened breaches of, or doesto enforce compliance with, give rise theretothe covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, provided specific performance and other equitable relief on the basis that any costs other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be net required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the proceeds Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any third-party insurance coverage actually received breach or default by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)other Parties under this Agreement.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller A. Indemnifying Party shall not be liable obligated to the Purchaser Indemnified Parties pay for indemnification any Loss or Damage under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) this Article 9 (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5for Third-Party Claims) unless and until the Purchaser Indemnified Parties amount of such Loss or the Seller Indemnified PartiesDamage for that claim exceeds a threshold, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, of one-hundred thousand Euro (€ 100,000), in which case event Indemnifying Party shall pay or be liable for all such Loss or Damage from the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, first Euro. The Threshold shall be entitled adjusted annually on January 1 to bring a claim compensate for only those Losses inflation as reflected in excess of the DeductibleInflation Index. (b) B. Notwithstanding anything to the contrary contained in this Agreement, Indemnifying Party shall not be obligated to indemnify, defend, or hold harmless Indemnified Party against any Indemnification Claim pursuant to Article 9.2. (iwhether a direct claim or a Third-Party Claim) if such Indemnification Claim or corresponding Loss or Damage arises out of or results from Indemnified Party’s Gross Negligence or Willful Misconduct. C. Except for Claims under the maximum aggregate Environmental Agreement, the Indemnified Party must submit to the Indemnifying Party any claim pursuant to Article 9.2. (whether a direct claim or a Third-Party Claim) within three (3) years after the date on which the Indemnified Party had or should have had knowledge of any Loss or Damage, Third-Party Claim, or discovery of facts or circumstances upon which Indemnified Party could base a claim under Article 9.2. D. For the avoidance of doubt, Indemnified Party must make a claim under Article 9.2. within such three (3) year period, after which time, the Indemnified Party waives any such Indemnification Claim, and that Indemnification Claim shall not be brought or initiated by Indemnified Party against Indemnifying Party thereafter. E. Without prejudice to anything to the contrary in the Agreement, a Party’s total liability to the other for any claim arising out of Seller or Purchaser under this Article VII in connection with the Agreement including without limitation for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of contract, breach of warranty, breach of statutory duty, or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicabletort, shall not exceed 20% the price of the Aggregate Consideration and relevant quantity of the SUMF Item if delivered (iiin case of supply of utilities, materials) or the maximum aggregate price of the relevant service (in case of supply of services, facilities) if performed or if liability arises from a failure to deliver or to take delivery or to perform, the price of Seller the relevant quantity of the SUMF Item had it been delivered (in case of supply of utilities, materials) or Purchaser for Losses indemnified under this Article VII the price of the relevant service had it been performed (other than in case of supply of services, facilities). This limitation shall not apply in respect of Losses indemnified under Section 7.2(c)) liabilities resulting from Third-Party Claims, or Article VIII from cases of fraud, Willful Misconduct and/or Gross Negligence. F. With respect to any SUMF Items the provision of which requires Supplier to procure utilities from a Third-Party as indicated in the relevant Schedules or Sub-schedules, Supplier’s liability to Purchaser for any Loss or Damage incurred due to Supplier’s failure to provide such SUMF Item, when and to the extent such failure is due in whole or in part to the failure of the Third-Party utility provider to perform, will be limited to the amount Supplier is contractually, or statutorily, permitted to recover from such Third-Party utility provider, without regard to the amount, if any, actually recovered by Supplier from such Third-Party utility provider. This limitation of liability shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 apply in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified liabilities resulting from Third-Party Claims under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).Article 9.2

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller Reliant shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained Loss described in Section 3.58.1(a) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiesaggregate of all such Losses for which Reliant is liable is in excess of Five Hundred Thousand Dollars ($500,000), as applicablein which event, have incurred Reliant shall be liable for all Losses in excess of 0.5% such amount. Notwithstanding the foregoing, subsequent to the Closing Date in no event shall the liability of the Aggregate Consideration Reliant under Section 8.1(a) exceed Ten Million Dollars (the “Deductible”$10,000,000) in the aggregate; provided that such limitation shall not apply to any breach of any of the representations or warranties of Reliant set forth in Sections 5.1, in which case 5.2, 5.4(a), and 5.8 of this Agreement. (b) For the Purchaser avoidance of doubt and without limitation to the provisions of Articles V and VI, neither Indemnifying Party shall have any obligation to indemnify, defend and hold harmless the Indemnified Parties Party from and against any portion of Losses under Section 8.1 or Section 8.2 to the Seller extent that such portion of such Losses results directly from any action taken by, omission of, or at the express written request of, such Indemnified Parties, as applicable, Party. (c) No Party hereto shall be entitled to bring a claim recover for only those any Losses or other amounts due from the other Party pursuant to this Agreement or any Other Agreement by retaining or setting off amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such first Party to such second Party hereunder or under any Other Agreement or under any document or instrument delivered pursuant hereto or thereto or in excess connection herewith or therewith. For the avoidance of doubt, the Deductibleforegoing is without prejudice to any right of set-off expressly provided for in any Other Agreement, which does not involve setting off amounts due under this Agreement. (bd) All amounts paid by Reliant or Oscient under this Article VIII shall be treated for all purposes as adjustments to the Purchase Price. In the event that treatment as an adjustment to the Purchase Price is disputed by any taxing authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Party concerning resolution of such dispute. (e) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall the liability of Reliant under Section 8.1(b) for non-compliance or any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net breach of the proceeds of any third-party insurance coverage actually received by the Indemnified Party covenant and agreement set forth in Section 7.17 exceed Two Million Two Hundred Fifty Thousand Dollars (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof$2,250,000).

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller ▇▇▇▇▇▇▇ shall not be liable obligated to indemnify or hold the Purchaser Indemnified Parties for indemnification JV Entity Group Members harmless with respect to any Losses or Expenses under Section 7.2(a12.1(a)(i) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.512.1(a)(ii) unless and until the Purchaser Indemnified Parties aggregate amount of all Losses and Expenses suffered, sustained or the Seller Indemnified Partiesincurred by JV Entity Group Members with respect to all matters for which indemnification is to be provided under Section 12.1(a)(i) or Section 12.1(a)(ii), as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration exceeds $3.0 million (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, (it being understood that such amount shall be entitled to bring a claim deductible for only those Losses in excess of the Deductiblewhich ▇▇▇▇▇▇▇ shall bear no indemnification responsibility). (b) The aggregate amount required to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a)(i) and Section 12.1(a)(ii) shall not exceed $22.5 million (the “Cap”). (c) Notwithstanding anything to the contrary in this Agreement, the Deductible and the Cap shall not apply to Losses and Expenses resulting from or arising out of (i) any willful breach of any covenant, agreement or obligation or (ii) the breach or inaccuracy of any of the ▇▇▇▇▇▇▇ Fundamental Representations and Warranties. (d) Notwithstanding anything to the contrary in this ARTICLE XII, in no event shall the aggregate amount to be paid by ▇▇▇▇▇▇▇ pursuant to Section 12.1(a) exceed $300 million. (e) In any case where an Indemnified Party recovers from third Persons any amount in respect of any Losses or Expenses with respect to which an Indemnitor has indemnified it pursuant to this ARTICLE XII, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered in respect of such Losses and Expenses (after deducting therefrom the full amount of the expenses incurred by such Indemnified Party in procuring such recovery (including, in the case of insurance proceeds, any deductible or self-insured retention amount)), but not in excess of the amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such Losses and Expenses. (f) EXCEPT AS SET FORTH IN SECTION 12.6(i), (I) IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS ARTICLE XII FOR (X) ANY PUNITIVE DAMAGES OR (Y) (1) ANY DAMAGES RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT WHICH (A) WOULD NOT, AS OF THE DATE HEREOF, BE THE REASONABLY FORESEEABLE RESULT OF A BREACH OF SUCH WARRANTY OR INACCURACY OF SUCH REPRESENTATION OF THE NATURE GIVING RISE TO THE RELEVANT INDEMNIFIABLE EVENT OR (B) WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT OR (2) ANY DAMAGES (OTHER THAN THOSE RESULTING FROM OR ARISING OUT OF ANY BREACH OF ANY WARRANTY OR THE INACCURACY OF ANY REPRESENTATION CONTAINED IN THIS AGREEMENT) WHICH ARE NOT THE REASONABLY FORESEEABLE RESULT OF THE RELEVANT INDEMNIFIABLE EVENT OR WERE NOT PROXIMATELY CAUSED BY THE RELEVANT INDEMNIFIABLE EVENT, EXCEPT TO THE EXTENT ANY SUCH DAMAGES DESCRIBED IN THE FOREGOING CLAUSES (X) AND (Y) ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII, AND (II) WITH RESPECT TO THE INDEMNITIES PROVIDED UNDER SECTIONS 12.1(a)(iv) AND 12.2(b)(i), IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF REVENUES OR PROFITS, EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE FINALLY DETERMINED TO BE PAYABLE AND ACTUALLY PAID TO A THIRD PARTY IN RESPECT OF A THIRD PERSON CLAIM IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XII. (g) Except (i) for remedies arising under the JV Entity Ancillary Agreements, Company Ancillary Agreements, Partner Ancillary Agreements and ▇▇▇▇▇▇▇ Ancillary Agreements (which remedies shall be governed exclusively by the terms thereof and shall not be limited by the terms of this Agreement), (ii) as set forth in Section 12.6(i) and (iii) injunctive and provisional relief (including specific performance), if the Closing occurs, this ARTICLE XII shall be the sole and exclusive remedy for breaches of this Agreement (including any covenant, obligation, representation or warranty contained in this Agreement) or otherwise in respect of the transactions contemplated hereby. For the avoidance of doubt, no remedy related to or arising from any breach of any JV Entity Ancillary Agreement, Company Ancillary Agreement, Partner Ancillary Agreement or ▇▇▇▇▇▇▇ Ancillary Agreement shall be available under this ARTICLE XII. Subject to Section 12.6(i), the parties may not avoid the limitations on liability, recovery and recourse set forth in this ARTICLE XII by seeking damages for breach of contract, tort or pursuant to any other theory or liability. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the JV Entity, the Company, Partner or any ▇▇▇▇▇▇▇ Party, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby; provided, however, in the event that the ▇▇▇▇▇▇▇ Investment or the Partner Investment occurs prior to the ▇▇▇▇▇▇ Transaction and the ▇▇▇▇▇▇ Transaction fails to be consummated for any reason whatsoever and the ▇▇▇▇▇▇ Merger Agreement is terminated, the parties hereto agree that concurrently with the termination of the ▇▇▇▇▇▇ Merger Agreement, (I) JV Entity shall return to ▇▇▇▇▇▇▇ and Partner the ▇▇▇▇▇▇▇ Investment Amount and the Partner Investment Amount, respectively, to the extent paid to JV Entity prior to such time, (II) ▇▇▇▇▇▇▇ LLC and Partner shall return to JV Entity the JV Entity LLC Agreement, and the Common Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest) and Preferred Units purchased hereby shall, without any further action by any party, automatically be cancelled and deemed returned to JV Entity, and (IV) other than the obligations set forth in clauses (I) and (II) of this proviso, the parties shall have no further obligations under this Agreement and ▇▇▇▇▇▇▇ and Partner shall have no rights, title or interest in or to the ▇▇▇▇▇▇▇ Units (other than the Common Units issued to ▇▇▇▇▇▇▇ LLC in exchange for the Initial JV Membership Interest, which shall be retained by ▇▇▇▇▇▇▇ LLC) or the Partner Units, respectively. Notwithstanding anything to the contrary in this Agreement, (ix) ▇▇▇▇▇▇▇ shall not be required to indemnify any JV Entity Group Member for any Losses to the maximum aggregate extent the liability underlying such Losses was included as a current liability in the computation of Seller the Final Closing Net Working Capital Amount and (y) it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be construed accordingly. (h) In the event it is finally determined that any JV Entity Group Member is entitled to be indemnified pursuant to this Article XII for any Losses or Purchaser Expenses, such Losses and/or Expenses shall be paid by the Indemnitor to the JV Entity. ▇▇▇▇▇▇▇ may, at its option, satisfy any indemnification obligation for Losses hereunder (other than pursuant to Section 12.1(a)(iv)) in excess of the first $22,500,000 of Losses payable by ▇▇▇▇▇▇▇ under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) XII (other than pursuant to Section 12.1(a)(iv), in whole or in part, by surrendering a number of Common Units with a value equal to the amount of all or such part of such indemnification obligation (based on the Fair Market Value (as defined in the JV Entity LLC Agreement) of such equity as of the time of surrender). (i) Nothing in this ARTICLE XII shall operate to limit the liability of ▇▇▇▇▇▇▇ to the JV Entity Group Members in the event ▇▇▇▇▇▇▇ is finally determined by a court of competent jurisdiction to have committed actual fraud with specific intent to deceive any JV Entity Group Member with respect of a breach of or inaccuracy in any Fundamental Representations or any of to the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationexpressly made herein. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Except with respect to the additional limitations set forth below in this Section 7.5Fraud or any breach or inaccuracy of any Fundamental Representation, Seller no amount of indemnity shall not be liable to the Purchaser Indemnified Parties for indemnification payable hereunder as a result of any claim arising under Section 7.2(a6.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under or Section 7.3(a6.3(a) (other than in respect connection with a breach or inaccuracy of a representation or warranty (i) with respect to any such individual breach of or inaccuracy, unless the aggregate Losses arising from such breach or inaccuracy in any Fundamental Representations or any of the representations exceeds [**] and warranties contained in Section 3.5(ii) unless and until the Purchaser Indemnified Parties Party has suffered, incurred, sustained or the Seller Indemnified Parties, as applicable, have incurred become subject to Losses in excess of 0.5% of the Aggregate Consideration [**] (the “DeductibleThreshold”) in the aggregate, in which case the Purchaser Indemnified Parties Party may bring a claim for all Losses in excess of such amount. The maximum aggregate liability of an Indemnifying Party under Section 6.2(a) or Section 6.3(a) in connection with a breach or inaccuracy of a representation or warranty shall not exceed (A) except with respect to Fraud or any breach or inaccuracy of any Fundamental Representation, an aggregate amount equal to [**], (B) with respect to any breach or inaccuracy of any Fundamental Representation, an aggregate amount equal to [**] and (C) with respect to Fraud, [**] (the Seller Indemnified Partiesforegoing clauses (A), (B) and (C), as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible“Cap”). (b) Notwithstanding anything to the contrary contained in this AgreementNO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO THE OTHER PARTY OR ANY AFFILIATE OF THE OTHER PARTY FOR LOST REVENUES OR PROFITS DAMAGES OR INDIRECT, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5)INCIDENTAL, as applicableCONSEQUENTIAL, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationPUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES OR ATTORNEYS FEES, COSTS OR PREJUDGMENT INTEREST THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER, EXCEPT TO THE EXTENT PAYABLE PURSUANT TO ANY THIRD PARTY CLAIM. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided including incurring costs only to the minimum extent necessary to remedy the breach that any costs of gives rise to such mitigation shall Loss. If an Indemnified Party fails to use its commercially reasonable efforts to mitigate a Loss, the Losses to which such Indemnified Person is entitled to be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement ARTICLE VI shall be net of reduced to the proceeds of any third-party insurance coverage actually received by extent the Indemnifying Party demonstrates that the Indemnified Party (Party’s failure to use its commercially reasonable efforts to mitigate such Loss increased the amount of such proceeds determined net Loss. (d) The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses under this Agreement. The calculation of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).any Loss subject to indemnification under this

Limitations. (a) Subject The Company shall only be bound to indemnify the E Investors if and when the aggregate amount owed to the additional limitations set forth below E Investors by reason of the implementation of this warranty exceeds EUR 200,000, said amount representing a threshold (seuil de déclenchement) and not a deductible (franchise), provided however, in the case of fraud, this Section 7.5, Seller threshold amount shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductibleapply. (b) Notwithstanding anything In addition, said indemnification shall be limited to an aggregate amount corresponding to 50% of the contrary contained in price paid up by such E Investor for the E shares and/or the E Convertible Bonds subscribed pursuant this Agreement, (i) provided however that the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, above limitation shall not exceed 20% apply in case of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller fraud, willful misconduct or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationgross negligence. (c) Payments by an Indemnifying Party pursuant Any Loss giving right to Section 7.2 or Section 7.3 in respect of indemnification under this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the Company, and any Loss suffered by the Company shall be reduced by the amount any payment (net of any amounts actually recovered taxes and costs related thereto) received by the Indemnified Party under Company pursuant to an insurance policies, indemnities policy or other reimbursement arrangements otherwise to compensate for the said Loss. (ii) the E Investors shall also be indemnified by the Company for the reasonable lawyer’s fees and costs which they may incur in connection with the enforcement of the provisions of this Article 5 with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party valid claim thereunder; and (iii) with respect to any Loss for which any such Person has been indemnified hereundersuffered by the Company, then a refund equal to the aggregate amount of the recovery indemnification due by the Company to each E Investor pursuant to Section 5.1 above, shall be promptly made proportionate to the applicable Indemnifying Partypercentage of Series E Preferred Shares issued pursuant to this Agreement and held by such E Investor (including the Series E Preferred Shares likely to be subscribed upon conversion of the E Convertible Bonds subscribed by said E Investors by virtue of this Agreement) at the time of occurrence of the relevant Loss in the share capital of the Company. (d) In no event The Company’s liability under this Article 5 shall any Indemnifying Party be liable to any Indemnified Party based on Section 5.1 (a) and (b) hereof. Approval by the E Investors, in their capacity as shareholders of the Company, of the Company’s annual accounts for any punitive or treble damagesfiscal year shall not constitute, other than indemnification for amounts paid or payable where applicable, any exception to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthe foregoing. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the additional limitations set forth below in this Section 7.5Fundamental Representations, Seller SE Corp shall not be liable to the Purchaser SEP Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable any Losses with respect to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties matters contained in Section 3.59.2(a)(i) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred aggregate of all Losses in excess of 0.5% of the Aggregate Consideration therefrom for which SE Corp would otherwise be liable exceeds an amount equal to $106,000,000 (the “Deductible”) in the aggregate), in after which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, SE Corp shall only be entitled to bring a claim liable for only those Losses in excess of the Deductible. (b) Notwithstanding anything Except with respect to the contrary contained in this Agreement, (i) the maximum aggregate liability Taxes or (ii) any Loss arising out of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a any breach of (A) any representation or inaccuracy warranty in any Fundamental Representations Section 4.15 or (B) any of the representations and warranties Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties with respect to the matters contained in Section 3.59.2(a)(i) for any individual Loss (or series of related Losses arising from a common set of facts), as applicableexcept to the extent such individual Loss (or series of related Losses arising from a common set of facts) exceeds $2,000,000 (the “Mini-Basket”), shall and any such individual Losses (or series of related Losses arising from a common set of facts) not exceed 20% in excess of the Aggregate Consideration and (ii) Mini-Basket will not be aggregated for purposes of calculating the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than Deductible in respect of Losses indemnified under Section 7.2(c9.4(a)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party In no event shall SE Corp’s aggregate liability to the SEP Indemnified Parties for Losses with respect to the matters contained in Section 9.2(a)(i) exceed $1,060,000,000 (the “Cap”), except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, in which case SE Corp’s aggregate liability to SEP Indemnified Parties pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to 9.2(a)(i) for such Losses less the shall not exceed an amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying PartyCash Distribution. (d) In no event shall any Indemnifying Party be liable SEP’s aggregate liability to any the Contributor Indemnified Party Parties for any punitive or treble damages, other than indemnification for amounts paid or payable Losses with respect to third parties matters contained in Section 9.3(a)(i) exceed $1,060,000,000. In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthe SE US Liabilities pursuant to Section 9.3(a)(iv) exceed $50,000,000. (e) As to any Losses claimed by an SEP Indemnified Party and suffered by a Company, 100% of such Losses (and not just the percentage thereof that represents SEP’s interest in such Company) shall be counted towards the Deductible and the Cap hereunder. To the extent any SEP Indemnified Party other than a Company has a claim under Section 9.2(a)(i) or under Section 6.8(a) for Losses suffered by any of the Companies, such SEP Indemnified Party shall only be entitled to recover the percentage of such Losses that represents SEP’s interest in the relevant Company. (f) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, in no event shall an Indemnifying Party be liable under this Article IX for any exemplary, punitive, special, consequential, incidental or indirect damages, including lost profits or diminution of value or any loss of goodwill or possible business after any Closing, whether actual or prospective, except to the extent any such damages are included in any Third-Party Claim against a SEP Indemnified Party for which such SEP Indemnified Party is entitled to indemnification under this Agreement. (h) Each Indemnified Party shall take, and cause its Affiliates to take, all use commercially reasonable steps efforts to mitigate any Loss their respective Losses upon and after becoming aware of any event or circumstance condition that would reasonably be reasonably expected to, or does, to give rise theretoto any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, provided that the Indemnifying Party shall have no liability for any costs portion of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by Loss that reasonably could have been avoided had the Indemnified Party (made such efforts. Without limiting the amount generality of the foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or reasonably would be expected to result in an indemnified Loss or a Third-Party Claim for which the Indemnifying Party may have Liability to such proceeds determined net Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly and implement such reasonable actions as the Indemnifying Party shall request in writing for the purposes of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)mitigating the possible Losses arising therefrom.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser In any case where an Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than Party recovers from third Persons any amount in respect of a breach of or inaccuracy in any Fundamental Representations or any matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the representations and warranties contained expenses incurred by it in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiesprocuring such recovery), as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses but not in excess of the Deductiblesum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party party be liable to any Indemnified Party for any special, incidental, consequential (including loss of revenues or profits), exemplary or punitive damages or treble diminution of value or any damages based on any type of multiple, whether arising under any legal or equitable theory or arising under or in connection with this Agreement, all of which are hereby excluded by agreement of the parties regardless of whether or not any party to this Agreement has been advised of the possibility of such damages. (c) Aon shall not be required to indemnify and hold harmless any Buyer Group Member pursuant to Section 11.1(a) to the extent the matter in question was included in the computation of the Net Worth Adjustment Amount pursuant to Section 4.5. (d) Except for remedies that cannot be waived as a matter of law and injunctive and provisional relief (including specific performance), other than indemnification if the Closing occurs, this Article XI shall be the exclusive remedy for amounts paid breaches of this Agreement (including any covenant, obligation, representation or payable warranty contained in this Agreement or in any certificate delivered pursuant to third parties this Agreement) or otherwise in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall takethe sale of the Shares contemplated hereby. Anything herein to the contrary notwithstanding, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware no breach of any event representation, warranty, covenant or circumstance that would be reasonably expected to, or does, agreement contained herein shall give rise theretoto any right on the part of Aon or Buyer, provided that any costs after the consummation of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant the purchase and sale of the Shares contemplated by this Agreement, to rescind this Agreement shall be net or any of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)transactions contemplated hereby.

Limitations. Notwithstanding Paragraph 22.5.1 hereof, (i) No amendment may be made to this Agreement that would disproportionately divest or diminish the rights of, or otherwise disproportionately disadvantage or unfairly discriminate against any Equity Owner with respect to that Equity Owner’s Interest in relation to other Interests having similar rights (“Unfair Discrimination”), or increase the liabilities or obligations of any Equity Owner to the Company or third parties, including, but not limited to any governmental agency, in a material manner, without the Approval of that amendment by each Equity Owner who would be so adversely affected by it. Amendments to this Agreement that, for example, result in (a) Subject the issuance of new Interests (including a new class of interests or other equity interests) which may dilute an Equity Owner’s Interest in the Company, or (b) adverse tax consequences to one or more Equity Owners but not other Equity Owners (or results in disproportionately adverse tax consequences to one or more Equity Owners) due to their particular tax situation, are not to be deemed to Unfairly Discriminate against, or increase the additional limitations set forth below in this Section 7.5liabilities or obligations of, Seller shall not the adversely affected Equity Owner(s). (ii) This Agreement may be liable to amended by the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to Manager, without the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect consent of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5Members to: (A) unless and until add to the Purchaser Indemnified Parties representations, duties, or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% obligations of the Aggregate Consideration (the “Deductible”) in the aggregateManager, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything surrender any right or power granted to the contrary contained Manager in this Agreement, (i) for the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any benefit of the representations and warranties contained in Section 3.5)Members; (B) cure any ambiguity, as applicabletypographical error, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities incorrect reference or other reimbursement arrangements scrivener’s error, to correct or supplement any provision hereof that may be inconsistent with any other provisions hereof, or to make any other provision with respect to such Losses less matters or questions arising under this Agreement not inconsistent with the amount intent of this Agreement; (C) change any costs provision of obtaining such recovery, including any resulting increase in premium this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other costs of insurance. In federal agency, or by a state “Blue Sky” commissioner or similar official, which change is deemed by such commissioner, agency, or official to be for the event that an insurance benefit or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount protection of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall takeMembers, and cause its Affiliates to take, all commercially reasonable steps to mitigate (D) any Loss upon becoming aware changes made necessary by the issuance of any event or circumstance additional Interests that would be reasonably expected to, or does, give rise theretoare not covered by this Agreement, provided that any costs of such mitigation no amendment shall be Losses indemnified hereunder. (f) All Losses indemnified adopted pursuant to this Agreement shall be net Paragraph 22.5.2(ii) unless the adoption thereof is for the benefit of, or not adverse to, the interests of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder Members and increases in premiums as a result thereof)does not violate Paragraph 22.5.2(i) hereof.

Limitations. (a) Subject Except as otherwise provided in Section 7.8, Buyer shall be required to the additional limitations set forth below in this Section 7.5, Seller shall not be liable make any indemnification payment pursuant to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a any breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5made by Buyer until such time as the total amount of all indemnifiable Losses (including Losses arising from such breach and all other indemnifiable Losses arising from any other breaches of any representations or warranties) unless and until that have been suffered or incurred by all of the Purchaser Paragon Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration collectively exceeds $50,000 (the “DeductibleDeductible Amount”) in ). In such event, if the aggregatetotal amount of such indemnifiable Losses exceeds the Deductible Amount, the Paragon Indemnified Parties shall be entitled, in which case accordance with the Purchaser Indemnified Parties or the Seller Indemnified Partiesprovisions in this Article VII, as applicable, shall to be entitled to bring a claim indemnified against and compensated and reimbursed for only those all indemnifiable Losses in excess of the DeductibleDeductible Amount. Except as otherwise provided in Section 7.7, in no event shall the aggregate liability of the Buyer pursuant to Sections 7.2(a), (b) or (c) exceed an amount equal to $5,000,000 (the “Cap Amount”). Buyer shall have the right to reacquire Buyer Shares from the Shareholders, if any of such shares are then held, in satisfaction of an indemnification claim with each share being deemed to have the same value per share as of the end of the Closing Date. (b) Notwithstanding anything Except as otherwise provided in Section 7.8, Paragon and Intermezzo shall not be required to the contrary contained in this Agreement, (imake any indemnification payment pursuant to Section 7.1(a) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a any breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained made by either of them until such time as the total amount of all indemnifiable Losses (including Losses arising from such breach and all other indemnifiable Losses arising from any other breaches of any representations or warranties) that have been suffered or incurred by all of the Buyer Indemnified Parties collectively exceeds the Deductible Amount. In such event, if the total amount of such indemnifiable Losses exceeds the Deductible Amount, the Buyer Indemnified Parties shall be entitled, in accordance with the provisions in this Article VII, to be indemnified against and compensated and reimbursed for all indemnifiable Losses in excess of the Deductible Amount. Except as otherwise provided in Section 3.5)7.7, as applicable, in no event shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII each of Paragon and Intermezzo pursuant to Section 7.1(a), (other than in respect of Losses indemnified under Section 7.2(c)b) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments exceed the Cap. Paragon and Intermezzo shall have the right to satisfy any indemnification claim by an Indemnifying Party pursuant tendering to Section 7.2 or Section 7.3 in respect of any Loss the Buyer Indemnified Parties Buyer Shares which shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect deemed to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then have a refund equal to the aggregate amount value of the recovery shall be promptly made to closing price of such shares on the applicable Indemnifying Party. (d) Closing Date. In no event will Paragon and Intermezzo have any liability to pay an indemnification claim that exceeds the value of the Buyer Shares and all payments they have received under this Agreement and the Assignment Agreement, it being understood that Buyer shall any Indemnifying Party be liable have the right to any Indemnified Party exercise its set-off right for any punitive or treble damages, other than indemnification for further amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredunder Section 7.6 hereof. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject to Section 6.6, the additional following limitations set forth below in this Section 7.5, Seller shall not be liable will apply with respect to the Purchaser Indemnified Parties for indemnification under Section 7.2(aobligations of Buyer: (i) and Purchaser Buyer shall not be liable to the Seller Indemnified Parties Indemnitees under Section 6.3(a)(i) until the aggregate amount of Damages incurred by the Seller Indemnitee(s) with respect to all claims of Seller Indemnitees made under Section 6.3(a)(i) exceeds the Threshold Amount; provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Seller Indemnitees shall have the right to recover all Damages without regard to the Threshold Amount. No claim for indemnification by a Seller Indemnitee under Section 7.3(a6.3(a)(i) shall be asserted where the amount that would otherwise be payable by the Buyer hereunder relating to such claim or series of related claims is less than $50,000. (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5ii) unless and until the Purchaser Indemnified Parties or Any amounts payable to the Seller Indemnified PartiesIndemnitees in satisfaction of claims for indemnification pursuant to Section 6.3(a)(i) shall be made by Buyer; provided, as applicablethat the aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification pursuant to Section 6.3(a)(i) shall not exceed the Cap. (iii) The aggregate maximum indemnification obligation of Buyer for Damages under Sections 6.3(a)(i) and 6.3(a)(ii) shall not exceed, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductiblePurchase Price Cap. (biv) Notwithstanding anything in this Agreement to the contrary contained contrary, in no event shall the Buyer be required to indemnify, save and hold harmless the Seller Indemnitees under this Article VI or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Damages that that (iA) are punitive or exemplary (except to the maximum aggregate liability extent such Damages are asserted against a Seller Indemnitee by a third party), (B) arise from any special plans or circumstances of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any Sellers not known to Buyer as of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% date of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party or (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)C) that are not otherwise reasonably foreseeable.

Limitations. (a) Subject Notwithstanding anything herein to the additional limitations set forth below in this Section 7.5contrary, Seller shall not be liable incur, and shall have no obligation to the Purchaser Indemnified Parties for indemnification Buyer Indemnitees under Section 7.2(a) and Purchaser shall not be liable this Agreement or in connection with the transactions contemplated hereby with respect to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in any Liability with respect of a to Seller’s breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained set forth in Section 3.56.01, other than a Liability for breach by Seller of any of its Fundamental Representations, unless written notice of such Liability is provided to Seller within twelve (12) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductiblemonths after Closing. (b) Notwithstanding anything In no event shall Seller ever be required to indemnify the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII Buyer Indemnitees for Losses indemnified any Liability under Section 7.2(a) or Section 7.3(a) (other than in 12.03 with respect of a to any Liability with respect to Seller’s breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained set forth in Section 3.56.01 individually having a value less than Two Hundred Thousand Dollars ($200,000), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect a Liability for breach by Seller of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationany of its Fundamental Representations. (c) Payments by an Indemnifying Party pursuant In no event shall Seller ever be required to indemnify the Buyer Indemnitees for Liabilities under Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party 12.03 with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal Liability with respect to the aggregate amount Seller’s breach of the recovery representations and warranties set forth in Section 6.01 exceeding, in the aggregate, twenty percent (20.0%) of the unadjusted Purchase Price, other than a Liability for breach by Seller of any of its Fundamental Representations. In no event shall Seller ever be promptly made required to indemnify the applicable Indemnifying PartyBuyer Indemnitees for Liabilities under Section 12.03 exceeding, in the aggregate, one hundred percent (100.0%) of the unadjusted Purchase Price. (d) In no event Seller shall not have any Indemnifying Party be liable liability for any indemnification under Section 12.03 with respect to any Indemnified Party breach by Seller of any representation or warranty set forth in Section 6.01(h) to the extent attributable to any Production Tax allocable to Buyer under Section 14.02, except for any punitive penalties, interest or treble damages, other than indemnification for amounts paid or payable additions to third parties in Tax imposed with respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received Production Tax by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums a Governmental Authority as a result thereof)of such breach.

Limitations. (1) Notwithstanding any other provision of this Agreement: (a) Subject any Claim arising out of any breach or inaccuracy of any the Fundamental Company Representations or any breach of any covenant of the Company shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 9.03 or Section 9.04 is delivered by the Glencore Indemnitee to the additional limitations set forth below in this Section 7.5, Seller shall not be liable Company on or prior to the Purchaser Indemnified Parties for indemnification under Section 7.2(alatest date permitted by applicable law (or in the case of the covenants of the Company, such shorter period expressly specified therein); and (b) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect any Claim arising out of a any breach of or inaccuracy in any Fundamental Representations or of any of the representations and warranties of the Company contained in this Agreement, other than the Fundamental Company Representations, shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 3.59.03 or Section 9.04 is delivered by the Glencore Indemnitee to the Company within 12 months of the date of this Agreement. (2) Notwithstanding Section 9.02(1), any Claim arising out of any breach or inaccuracy of any representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud may be brought at any time on or prior to the latest date permitted by Applicable Law. (3) Notwithstanding any other provision of this Agreement: (a) the Company shall not be liable to any Glencore Indemnitee in respect of any breach of any representation or warranty of the Company in this Agreement: (i) for any individual claim (or series of related claims) for Losses unless the amount of Losses in respect of such claim (or series of related claims) exceeds $[Redacted - Commercially sensitive information]; and (ii) unless and until the Purchaser Indemnified Parties or aggregate amount of all Losses exceeds $[Redacted - Commercially sensitive information] and then only to the Seller Indemnified Parties, as applicable, have incurred Losses in excess extent of 0.5% of such excess; and (b) the Aggregate Consideration (the “Deductible”) Company's maximum liability under Section 9.01 shall not exceed $[Redacted - Commercially sensitive information] in the aggregate, ; provided that the foregoing limitations shall not apply in which the case of fraud by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductibleCompany. (b4) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser Company shall not be liable under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than Agreement in respect of of: (a) any consequential, special, indirect, multiple-of-profit or punitive damages or Losses in connection with a breach of or inaccuracy in Direct Claim; (b) any Fundamental Representations or any of the representations Loss which is contingent unless and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration until such contingent Loss becomes an actual Loss that is due and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration.payable; (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount extent that such Loss arises as a result of the recovery shall be promptly made a failure by Glencore to the applicable Indemnifying Party.comply with any of its obligations under this Agreement; (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive changes in Applicable Law or treble damages, other than indemnification for amounts paid changes in generally accepted interpretation or payable to third parties in respect application of any Third Party Claim for which indemnification hereunder is otherwise required.Applicable Law; or (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware changes in Applicable Accounting Standards or generally accepted interpretation or application of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderApplicable Accounting Standards. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Except for Losses based on (i) fraud or (ii) arising in connection with any Indemnification Claim based on any of the Fundamental Representations or the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to an amount equal to their Pro Rata Share of the Escrow Amount. For Losses (A) based on fraud committed by the Company or (B) arising in connection with any Indemnification Claim based on (1) a breach of any of the Fundamental Representations pursuant to Section 8.2(a)(i) or (2) Sections 8.2(a)(ii) through 8.2(a)(ix), inclusive, the aggregate liability of each Company Escrow Party shall be limited to an amount equal to the additional limitations sum of the portion of the Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount (except, with respect to fraud committed by the Company, to the extent set forth below below). For Losses arising in this connection with any Indemnification Claim based on a breach of any of the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 7.58.2(a)(i) shall be limited to 20% of the sum of the portion of Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, Seller including such Company Escrow Party’s Pro Rata Share of the Escrow Amount. For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited. In the case of any Indemnification Claim arising out of Section 8.2(a)(i), or Section 8.3(a), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be liable obligated to indemnify the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Parent Indemnified Parties or the Seller Company Indemnified Parties, as applicable, have incurred until the total amount of Losses in excess of 0.5% of with respect to the Aggregate Consideration (aforementioned claims that the “Deductible”) in the aggregate, in which case the Purchaser Parent Indemnified Parties or the Seller Company Indemnified Parties, as applicable, are entitled to recover exceeds $350,000 (the “Threshold”). If such Losses exceed the Threshold, then the Indemnifying Party shall be entitled responsible to bring a claim indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, for only those all Losses without regard to the Threshold. Notwithstanding the foregoing, this paragraph shall in excess of no way limit, and the DeductibleThreshold shall not apply to, the Parent Indemnified Parties’ right to indemnification for Losses arising in connection with any Indemnification Claim based on fraud. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum The aggregate liability of Seller or Purchaser Parent to all Company Indemnified Parties under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate be limited to an amount equal to Merger Consideration. (c) Payments by Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party pursuant Party”) shall not be obligated to Section 7.2 or Section 7.3 in respect indemnify and hold harmless any Person claiming indemnification under this Article VIII (an “Indemnified Party”) after the expiration of any Loss applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall be reduced by the amount of any amounts actually recovered have been given by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal prior to the aggregate amount expiration of the recovery shall be promptly made to the applicable Indemnifying PartySurvival Period. (d) In no event The obligations of each Company Escrow Party under Section 8.2 shall be satisfied, first, from the Escrow Amount. If the full amount of the Escrow Amount is paid to Parent in satisfaction of Indemnification Claims, any Indemnifying Party additional liability of the Company Escrow Parties under Section 8.2 shall be liable satisfied from other assets of the Company Escrow Parties, including by offset of amounts not yet paid by Parent under this Agreement or any other Operative Document. The aggregate value of Indemnification Claims paid to any the Parent Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable Parties shall be deemed to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredreduce the Merger Consideration. (e) Each The amount of any Losses for which indemnification is sought pursuant to this Article VIII shall be reduced by (i) the amount of any third party insurance proceeds actually recovered by any Indemnified Party shall takefrom any third party insurance carrier that is not an Affiliate of Parent, net of any increase in insurance premiums or other costs, including deductibles, incurred in connection with recovering such insurance proceeds; (ii) the amount of any indemnity or contribution actually recovered by any Indemnified Party from any third party that is not an Affiliate of Parent, net any costs incurred in connection with recovering any such amounts; provided, however, that the foregoing in no way obligates any Indemnified Party to purchase or maintain any third party insurance policy or to seek recovery of any such insurance proceeds or indemnity or contribution amounts from any Person; and cause (iii) the amount of any Tax benefit actually recognized by Parent or any of its Affiliates in the taxable year in which such Losses are incurred or the indemnification payment therefor is made pursuant to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of this Article VIII (as such mitigation shall be Losses indemnified hereunderactually recognized amount is determined in good faith by Parent). (f) All Notwithstanding anything in this Article VIII to the contrary, Losses indemnified pursuant shall not include exemplary or punitive damages or consequential damages that are not reasonably foreseeable, except in each case to the extent awarded by a court, arbitrator or other Governmental Body to a third party and paid to such third party by an Indemnified Party. (g) Solely for purposes of determining the amount of Losses under Sections 8.2 and 8.3 (but not for purposes of determining whether a breach of any representation, warranty, covenant or obligation has occurred), all qualifications and limitations as to materiality, Company Material Adverse Effect and words of similar import set forth in this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)disregarded.

Limitations. (a) Subject Notwithstanding anything to the additional limitations set forth below contrary contained in this Section 7.5Article VIII, Seller shall not be liable to the Purchaser an Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Party shall be entitled to bring indemnification only if it makes a claim for only those Losses in excess indemnification to the Indemnifying Party on or before the expiration of the Deductiblesurvival period pursuant to Section 7.01 for the applicable representation, warranty, covenant or agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, : (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified an Indemnifying Party shall be liable under Section 7.2(a8.01(a) (in the case of the Company’s liability) or Section 7.3(a8.02(a) (other than in respect the case of the Investor’s liability) only if the aggregate amount of indemnifiable Losses arising under Section 8.01(a) (in the case of the Company’s liability) or Section 8.02(a) (in the case of the Investor’s liability) exceeds $7,500,000 (the “Deductible”), whereupon (subject to the provisions of Section 8.03(b)(ii)), such Indemnifying Party shall be obligated to pay in full all such amounts in excess of the Deductible; provided that the Deductible shall not apply to Losses incurred by an Indemnified Entity as a result of any inaccuracy in or breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and Fundamental Representations; and (ii) the maximum in no event shall any Party’s aggregate liability to the Indemnified Parties of Seller or Purchaser for Losses indemnified under this Article VII (the other than in respect of Losses indemnified Party under Section 7.2(c)8.01(a) (in the case of the Company’s liability) or Article VIII Section 8.02(a) (in the case of the Investor’s liability) exceed $75,000,000; provided that the foregoing provisions of this Section 8.03(b)(ii) shall not exceed apply to limit any Losses incurred by an Indemnified Entity as a result of any inaccuracy in or breach of any of the Aggregate ConsiderationFundamental Representations, liability under which shall be limited to the Purchase Price. (c) Payments by an The Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of subrogated to any amounts actually recovered by right, defense or claim that the Indemnified Party under insurance policies, indemnities or may have against any other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party Person with respect to any Loss matter for which any such Person has been indemnified it provides full indemnification hereunder. Such Indemnified Party shall cooperate with the Indemnifying Party in a reasonable manner, then a refund equal to at the aggregate amount sole cost and expense of the recovery shall be promptly made to the applicable Indemnifying Party, in presenting any subrogated right, defense or claim. (d) In All indemnifiable Losses shall be determined without duplication of recovery under other provisions of this Agreement. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement of this Agreement that is subject to an indemnification obligation under this Article VIII, only one recovery of indemnifiable Losses shall be allowed with respect to such set of facts, conditions or events, and in no event shall there be any Indemnifying Party be liable to any Indemnified Party for any punitive indemnification or treble damagesduplication of payments or recovery under different provisions of this Agreement arising out of the same set of facts, other than indemnification for amounts paid conditions or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredevents. (e) Each Indemnified No Party shall takebe liable for special, punitive, exemplary, incidental, consequential or indirect damages, lost profits or losses calculated by reference to any multiple of earnings or earnings before interest, Tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability, other Law or otherwise and cause its Affiliates whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderthis Agreement and the transactions contemplated hereby. (f) All Losses indemnified Neither Party shall have any right to off-set or set-off any payment due pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Article VIII.

Limitations. (a) Subject Neither Transferor nor Transferee shall be required to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser indemnify any Indemnified Parties Party for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties any Damages for indemnification under Section 7.3(a) (other than in respect any breach of a breach of representation or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) warranty unless and until the Purchaser Indemnified Parties or total of all of the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5Damages properly asserted against such Indemnifying Party under Section 7.2 exceeds 1% of the Aggregate Consideration (Purchase Price, at which time the “Deductible”) in the aggregate, in which case the Purchaser applicable Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses recover the aggregate amount of all Damages in excess of such threshold; provided, however, that the Deductibleaggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity under this Article VII shall not exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.11; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations shall not exceed the Purchase Price. (b) Notwithstanding anything For purposes of determining the amount of Damages, with respect to the contrary any asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Agreement, (iSection 7.4(b) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of shall not so modify the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% for purposes of the Aggregate Consideration and (ii) the maximum aggregate liability first determining whether a breach of Seller any representation or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationwarranty has occurred. (c) Payments by an Indemnifying Party pursuant to NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party7.2. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything to the additional limitations set forth below contrary in this Section 7.5Agreement, Seller except in the case of (A) fraud, willful breach or intentional misrepresentation or (B) the Multiple Closings Indemnification, (i) an Indemnified Party shall not be liable entitled to indemnification pursuant to Section 7.2 unless and until the total amount of the Losses incurred by all Indemnified Parties exceeds the amount equal to (x) the total Purchase Price received by the Selling Shareholder under Section 2.5 divided by (y) 140 (such amount, the “Basket”), in which event the Indemnified Parties shall be entitled to receive indemnification of the full amount of the Losses (including, for the avoidance of doubt, the initial Basket of such Losses, provided that any individual claim or related claims for Losses must exceed Twenty-Five Thousand Dollars (US$25,000)), and (ii) the aggregate Liability of the Indemnifying Parties to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser 7.2 shall not be liable limited to the Seller Indemnified Parties for indemnification total Purchase Price received by the Selling Shareholder under Section 7.3(a2.5. (b) (other than in respect The amount of a breach of or inaccuracy in any Fundamental Representations or Losses incurred by any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Party shall be entitled reduced by the net amount such Indemnified Party recovers (after deducting all attorneys’ fees, expenses and other costs of recovery) from any insurer under insurance policies with respect to bring a claim for only those such Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, sum of (i) the maximum aggregate liability of Seller or Purchaser reasonable out-of-pocket costs and expenses relating to collection under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5)such policies, as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) any deductible associated therewith to the maximum aggregate liability of Seller extent paid and (iii) any corresponding increase in insurance premiums or Purchaser other chargebacks resulting from, arising out of, or in connection with, insurance payments for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII the Losses. Such Indemnified Party shall not exceed the Aggregate Considerationuse commercially reasonable efforts to effect any such recovery. (c) Payments For the avoidance of doubt, any Liability under this Agreement shall be determined without duplication of recovery by an Indemnifying reason of the state of facts giving rise to such Liability constituting a breach of more than one warranty, covenant or agreement, and no Indemnified Party pursuant shall be entitled to Section 7.2 recover the same Losses or Section 7.3 obtain payment, reimbursement or restitution for the same expenses more than once in respect of any Loss shall be reduced by the amount inaccuracy or breach of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount provision of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partythis Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable required to the Purchaser Indemnified Parties make any indemnification payment pursuant to Section 10.02(a) or Section 10.02(b) for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than any inaccuracy in respect of a or breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained warranties, of Seller in Section 3.5this Agreement until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) unless and until that have been directly or indirectly suffered or incurred by the Purchaser, or to which the Purchaser Indemnified Parties or the Seller Indemnified Partieshas otherwise become subject, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration exceeds an amount equal to U.S. $100,000 (the “Deductible”) in the aggregateaggregate (it being understood that if the total amount of such Damages exceeds the Deductible, in which case then the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim be indemnified against and compensated and reimbursed only for only those Losses such Damages that are in excess of the Deductible). (b) Notwithstanding anything Subject to the contrary contained in this AgreementSection 10.03(c), (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) 10 shall be equal to $3,750,000, except in the event of fraud or Section 7.3(a) (other than in respect of a breach of willful or inaccuracy in any Fundamental Representations intentional misrepresentation by Seller or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationits Representatives. (c) Payments by an Indemnifying Party pursuant Absent fraud or willful or intentional misrepresentation, the indemnification provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages the Purchaser may incur arising from or relating to this Agreement or the Transaction (it being understood that nothing in this Section 7.2 10.03(c) or Section 7.3 elsewhere in respect of any Loss this Agreement shall be reduced by affect the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements parties’ rights to specific performance with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase covenants referred to in premium this Agreement or other costs of insurance. In to be performed after the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying PartyClosing). (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties Payments by Seller in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party Damages shall take, and cause its Affiliates be limited to take, all commercially reasonable steps to mitigate any Loss upon becoming aware the amount of any event or circumstance Damages that would be reasonably expected to, or does, give rise thereto, provided that remain after deducting therefrom any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage amounts actually received by the Indemnified Party Purchaser pursuant to the terms of the insurance policies (the amount of if any) covering such proceeds determined Damages (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereofcollection of any such insurance proceeds).

Limitations. Notwithstanding anything set forth in this Agreement to the contrary: (a) Subject to the additional limitations set forth below in this Section 7.5, The Seller shall not be liable have any liability under this Agreement other than a right of the Buyer to set-off against amounts due under the Note in accordance with Section 6.6 and shall not have any liability in the aggregate at any time in excess of an amount equal to the Purchaser Indemnified Parties for indemnification amounts due under the Note; provided, however, that the foregoing limitation shall not apply to recovery under Section 7.2(a6.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than any inaccuracy in respect of a or breach of or inaccuracy in any Fundamental Representations or any the representations and warranties in Section 2.8 (Compliance With Laws), for which the Buyer shall also be entitled to set-off against the Launch Products Deferred Payments and the Hycet Deferred Payments in accordance with Section 6.6. (b) The Buyer shall not be entitled to recovery under Section 6.2(a) unless the amount of damages resulting from an individual breach of the representations and warranties contained in (or series of related breaches) exceeds $5,000. (c) Except for breaches of any Fundamental Representations, the Buyer shall not be entitled to recovery under Section 3.56.2(a) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% aggregate amount of the Aggregate Consideration (damages due to the “Deductible”) in the aggregateBuyer exceeds $90,000, in which case event the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Buyer shall be entitled to bring a claim recovery for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the full amount of any amounts actually recovered by damages from the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partyfirst dollar. (d) In no event For purposes of this Section 6, any inaccuracy in or breach of any representation or warranty shall any Indemnifying Party be liable determined without regard to any Indemnified Party for any punitive materiality or treble damages, other than indemnification for amounts paid similar qualification contained in or payable otherwise applicable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredsuch representation or warranty. (e) Each Indemnified Party The Buyer shall take, not be entitled to recovery for any damages to the extent such damages are reserved for as a liability or contra-asset in the Closing Balance Sheet as finally determined in accordance with this Agreement and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware are taken into account in the determination of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderthe Adjusted Working Capital. (f) All Losses indemnified pursuant damages recoverable by the Buyer as a right of the Buyer to this Agreement set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 shall be net of any proceeds the proceeds Buyer actually recovers under any available insurance less any related costs and expenses, including the aggregate cost of pursuing any thirdrelated insurance claims and any related increases in insurance premiums. Following the Closing, the Buyer and the Company Parties shall use commercially reasonable efforts to claim and recover in full any damages or losses under any insurance policies maintained by or for the benefit of the Buyer or the Company Parties or otherwise covering the business of the Company Parties if and to the extent they are seeking indemnification for such damages or losses hereunder. (g) Notwithstanding any other provision in this Agreement to the contrary, the Buyer shall not be entitled to a right of set-party insurance coverage actually received off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 for any for damage to reputation, lost business opportunities, lost profits, mental or emotional distress, incidental, special, consequential, exemplary, punitive, or indirect damages, interference with business operations or diminution in value. (h) All amounts recovered by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums Buyer as a result thereof)right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 shall be treated by the Parties as an adjustment to the consideration for the Units.

Limitations. (a) Subject The amount of any Losses payable pursuant to this Article VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party, including any insurance provider (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the additional limitations set forth below Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party equal to such amount; provided that such payment shall not exceed the amount of the payment made to the Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 6.3(a) shall not be construed to apply to any amounts recovered from any self-insurance, captive insurance vehicle, or other similar arrangement. (b) Notwithstanding anything in this Section 7.5Agreement to the contrary, neither Buyer nor Seller shall be liable for any punitive or exemplary damages or similar theory, except to the extent actually awarded in a Third Party Claim. (c) Seller shall not be liable to under Section 6.1(a) unless the Purchaser aggregate Losses incurred by the Buyer Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 7.2(a6.1(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration exceeds $250,000 (the “Deductible”) in the aggregate), in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall will be entitled to bring a claim liable under Section 6.1(a) for only those all Losses in excess of the Deductible. (bd) Buyer shall not be liable under Section 6.2(a) unless the aggregate Losses incurred by the Seller Indemnified Parties with respect to all matters for which indemnification is to be provided under Section 6.2(a) exceeds the Deductible, in which case Buyer will be liable under Section 6.2(a) for all Losses in excess of the Deductible. (e) The aggregate amount required to be paid by Seller under Section 6.1(a) or Buyer under Section 6.2(a) shall not exceed $2,250,000. (f) The aggregate amount required to be paid by Seller under Section 6.1 or Buyer under Section 6.2 shall not exceed the Cash Consideration. (g) The representations, warranties, covenants and agreements contained herein shall survive the Closing. Indemnification obligations under Section 6.1 with respect to breaches of representations and warranties shall continue with respect to all representations and warranties set forth in Article III, until the date that is two (2) years after the Closing Date, and indemnification obligations under Section 6.2 with respect to breaches of representations and warranties shall continue with respect to all representations and warranties set forth in Article IV, until the date that is six (6) months after the Closing Date; provided however, that with respect to the representations in Section 3.1, Section 3.2(a), Section 3.9 and Section 3.13, the Indemnification obligations shall continue for the applicable statute of limitations and the limitations in Section 6.3(c) and Section 6.3(e) shall not be applicable. The indemnification obligations under Section 6.1 and Section 6.2 with respect to breaches of covenants and agreements shall continue until the sixtieth (60th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods or other extensions) bars any claims regarding a breach thereof. Notwithstanding anything to the contrary contained herein, if written notice of any claim for indemnification hereunder has been delivered in this Agreement, (i) accordance herewith prior to the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any expiration of the representations and warranties contained in Section 3.5)applicable period set forth above, as applicable, the indemnification obligations shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements continue with respect to such Losses less claim until the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, final resolution and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs satisfaction of such mitigation shall be Losses indemnified hereunderclaim in accordance with the provisions of this Article VI. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject The amount of any Losses for which either any Seller or Buyer, as the case may be, is liable shall be reduced by (i) the amount of any insurance proceeds actually paid to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Buyer Indemnified Parties for indemnification under Section 7.2(a) Party and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification Party, as applicable, and (ii) the aggregate amount actually recovered under Section 7.3(aany Assigned Contract (if applicable) (or any other than in respect of a breach of indemnity agreement, contribution agreement, or inaccuracy in any Fundamental Representations or other Contract between any of the representations Indemnified Parties, on the one hand, and warranties contained any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article XII, Sellers shall not have any indemnification obligations for any individual Losses arising from or in connection with Section 3.512.2(a)(i) unless and until the Purchaser aggregate amount of all such Losses, together with the amount of all such Losses under the Other Acquisition Agreement, exceed $2,879,000 (the “Deductible”), in which event Sellers shall be required to pay the full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount (with respect to this Agreement, together with the full amount of such Losses paid or payable by Seller under the Other Acquisition Agreement) of $57,580,000 (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Sellers shall not be liable for any individual or series of related Losses which do not exceed $100,000 and any Losses with respect thereto shall not be included in Losses for purposes of determining the Deductible or the Cap. (b) In no event shall any party or any of its Affiliates be liable by reason of any breach of any representation, warranty, condition or other term of this Agreement or any duty of common law, for any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the foregoing does not limit any of the obligations or liability of any party or its Affiliates under Sections 12.2. and 12.3 with respect to claims of unrelated third parties. (c) Neither Sellers nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies after the Closing or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Entity. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (d) For purposes of determining whether a failure of any representation or warranty made by any Seller or Buyer contained in this Agreement is true and accurate as of the Closing and for calculating the amount of Losses indemnifiable hereunder, any materiality, Material Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. (e) Except for claims based on fraud, the right of the Buyer Indemnified Parties or and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as applicablethe case may be, with respect to matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have incurred Losses any other cause of action or remedy at law in excess equity for breach of 0.5% contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the Aggregate Consideration (the “Deductible”) preceding sentence, except in the aggregatecase of specific performance and for claims based on fraud, no legal action sounding in which case the Purchaser Indemnified Parties contribution, tort, or the Seller Indemnified Partiesstrict liability (in each case, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller other than claims made or Purchaser under contemplated by this Article VII for Losses indemnified under Section 7.2(aXII) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations may be maintained by an Indemnified Party, or any of the representations and warranties contained in Section 3.5)its officers, as applicabledirectors, shall not exceed 20% other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against Sellers or Buyer or any of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party their Affiliates with respect to any Loss matter that is the subject of Article XII, and Buyer and Sellers, for which themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any such Person has been indemnified and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder, then a refund equal ) that any of them might otherwise be entitled to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall under any Indemnifying Party be liable Law with respect to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect matter that is the subject of any Third Party Claim for which indemnification hereunder is otherwise requiredthis Article XII. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding any other provision in this Article X, Parent will be entitled to indemnification only to the additional limitations set forth below extent that the aggregate Indemnifiable Amounts (which shall be determined for all purposes of this Article X disregarding any qualification in this Section 7.5, Seller shall not be liable any representation or warranty as to the Purchaser Indemnified Parties for indemnification under Section 7.2(a"materially" or "material") and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(aexceed Fifty Thousand Dollars ($50,000) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5"THRESHOLD AMOUNT") unless and until PROVIDED THAT at such time as the Purchaser Indemnified Parties or amount to which Parent is entitled to be indemnified exceeds the Seller Indemnified PartiesThreshold Amount, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Parent shall be entitled to bring a claim for be indemnified only those Losses in excess of the Deductible. (b) Notwithstanding anything Threshold Amount. The aggregate amount to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses which Parent will be entitled to be indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall will not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the a dollar amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount number of Escrow Shares valued at the Parent Average Closing Price, and the liability of any single stockholder of HT for indemnification obligations after the termination of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Escrow Agreement shall be net further limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by such stockholder relative to the aggregate number of Parent Merger Shares; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud or willful misstatements or omissions by HT or such person and that the Threshold Amount shall not apply to breaches of representation of any Letter of Transmittal or Article IV (a) and (b). Parent may seek indemnification hereunder after the termination of the proceeds of any third-party insurance coverage actually received by Escrow during the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases period as described in premiums as a result thereof)Section 10.5.

Limitations. (aA) Subject to If the additional limitations set forth below in this Section 7.5Closing occurs, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification liability of the Shareholders under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, 10.2 shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, limited as follows: (i) the maximum Shareholders shall have no liability under Section 10.2 until the aggregate Loss and Expense arising out of the matters as set forth in Section 10.2 in the aggregate exceed $1,000,000 (the "Threshold Amount") and then only to the extent of such excess; (ii) except as provided in Section 10.5, any recovery by an Indemnified Party for Loss or Expense under Section 10.2 shall be sought solely from the Retained Stock in the Escrow described in Section 10.5, which shall be valued at the Per Share Equity Value, as adjusted pursuant to Section 1.4(D); (iii) except as provided in Section 10.5, the Shareholders shall have no liability under Section 10.2 for aggregate Losses and Expenses which exceed $10,000,000 (the "Liability Cap"); (iv) any proceeds from insurance paid to DBI or Buyer which relate to any fact, event or circumstance requiring indemnity pursuant to Section 10.2 shall constitute a credit which shall be offset against the total Losses and Expenses (before the application of the Threshold Amount); (v) any Loss or Expense calculated for purposes of Section 10.2 shall be calculated taking into account any offsetting federal, state, local or foreign tax benefits that are realized because of such Loss or Expense to an Indemnified Party; and (vi) the Shareholders shall have no liability under Section 10.2 with respect to any costs or expenses of any remediation or environmental equipment repair, upgrade or addition undertaken by DBI unless (x) ordered or demanded by a court, governmental body or agency; or (y) such remediation, repair, upgrade or addition is required to be undertaken by applicable Environmental Law; or (z) necessary in order for DBI to be in compliance with applicable Environmental Laws and resulting from an investigation (if there is an investigation) and remediation or environmental equipment repair, upgrade or addition which would be voluntarily undertaken under customary business practices in the industry. In addition, Shareholders shall not be obligated to indemnify Buyer pursuant to Section 10.2 for any loss or expense resulting from and related to the violation of any applicable Environmental Law by DBI or any Subsidiary after the Closing or, to the extent of the accrual therefor set forth in the Closing Date Working Capital, for any current ongoing monitoring or closure plan costs of DBI and its Subsidiaries. (B) If the Closing occurs, the liability of Seller or Purchaser under this Article VII for Losses indemnified Buyer under Section 7.2(a10.2 shall be limited as follows: (i) or Buyer shall have no liability under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any 10.2 until the aggregate Loss and Expense arising out of the representations and warranties contained matters as set forth in Section 3.5), as applicable, shall not 10.2 in the aggregate exceed 20% $1,000,000 and then only to the extent of the Aggregate Consideration excess; and (ii) the maximum aggregate Buyer shall have no liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not 10.2 for aggregate Losses and Expenses which exceed the Aggregate Consideration$10,000,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject In no event shall the Elan Companies or the Acquiror Parent or the Acquirors be liable for any Damages pursuant to a claim based upon a representation or warranty or, if the Closing occurs, a covenant or agreement to be performed at or prior to the additional limitations set forth below in this Closing and pursuant to Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a11.02(a)(i) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties11.02(b)(i), as applicable, have incurred Losses in excess of 0.5% of unless and until (i) the Aggregate Consideration (the “Deductible”) in the aggregateindividual claim giving rise to any Damages exceeds $100,000, in which case the Purchaser Indemnified Parties Elan Companies or the Seller Indemnified PartiesAcquiror Parent and the Acquirors, as applicable, shall be entitled to bring a claim liable for all Damages arising from such claim, (ii) the aggregate amount of all such Damages exceeds $5,000,000, in which case the Elan Companies or the Acquiror Parent and the Acquirors, as applicable, shall be liable for all such Damages only those Losses in excess of such amount, and then (iii) not for any amount in excess of $50,000,000 for all claims made under such Section 11.02(a)(i) or 11.02(b)(i), as applicable, in the Deductibleaggregate. Notwithstanding the foregoing, the provisions of this Section 11.03(a) shall not be applicable to any breach of any representation or warranty by any party attributable to such party's fraud or willful misrepresentation contained therein. (b) Notwithstanding anything to the contrary contained in this Agreement, The amount of any Damages recoverable by a party under Section 11.02 shall be (i) reduced by (x) the maximum aggregate liability amount of Seller or Purchaser under this Article VII for Losses any actual Tax Benefits realized by the Indemnified Party that result from the Liability that gave rise to such indemnity and (y) the amount of any insurance proceeds paid to the indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration party relating to such claim and (ii) if the maximum aggregate liability Tax Benefits are less than zero, increased by the amount of Seller or Purchaser any actual net Tax cost (i.e., the excess of the Tax increases over the Tax savings actually realized by the Indemnified Party) incurred by the Indemnified Party that results from the receipt of indemnity payments hereunder (grossed up for Losses indemnified under this Article VII (other than in respect income Taxes on the amount of Losses indemnified under Section 7.2(cthe net Tax cost)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect For purposes of any Loss right to indemnification hereunder, the representations and warranties of the Elan Companies, the King Companies and their respective Subsidiaries shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made deemed not qualified by any Indemnified Party with respect references therein to materiality generally or to whether or not any Loss for which any such Person has been indemnified hereunder, then breach would result in a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying PartyMaterial Adverse Effect or an Acquiror Material Adverse Effect. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damagesTHE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO SPECIAL, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredEXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, OR PUNITIVE DAMAGES. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, except in the case of actual and intentional fraud (as defined under Delaware common law), (i) the maximum aggregate liability amount of Seller or Purchaser under this Article VII for Losses indemnified Damages that may be recovered by an Indemnified Party under Section 7.2(a5.1(a) or Section 7.3(a5.2(a) shall not exceed $350,000 (provided that (A) such limitation shall not apply to the Specified Reps and the Fundamental Reps and (B) the amount of Damages that may be recovered by an Indemnified Party under Section 5.1(a) or Section 5.2(a) with respect to the Specified Reps shall not exceed $1,000,000), and (ii) an Indemnified Party shall not be permitted to recover any Damages under Section 5.1(a) or Section 5.2(a), as the case may be, until the aggregate amount of all such Damages exceed an amount equal to $100,000 (the “Deductible”) (other than in with respect to the Fundamental Reps) and then only to the extent of a breach of such excess. With respect to any Damages that may be recoverable by an Indemnified Party under Section 5.1(a) or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.55.2(a), as applicable, the Indemnifying Party shall not be liable for any individual or series of related Damages which do not exceed 20% $10,000 (which Damages shall not be counted toward the Deductible). (b) The amount of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified Damages recoverable by an Indemnified Party under this Article VII (other than in V with respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by to an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss indemnity claim shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities payment or other reimbursement arrangements with respect to third-party recovery actually received by such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to such indemnity claim minus the amount of any Loss increase in insurance premiums and reasonable costs of collection directly attributable to such recovery (the “Recovery”). If an Indemnified Party receives any insurance payment or third-party payment in connection with any claim for Damages for which any such Person it has already been indemnified hereunderby the Indemnifying Party, then a refund it shall pay to the Indemnifying Party, within 30 calendar days of receiving such insurance payment, an amount equal to the aggregate amount of the recovery shall be promptly made Recovery (up to the applicable amount paid by the Indemnifying Party). (dc) In no event shall any Indemnifying Party be responsible or liable to any Indemnified Party for any punitive Damages or treble other amounts under this Article V that are (i) consequential damages or Damages for lost profits or diminution in value, in each case except for those that are reasonably foreseeable and proximately caused by the asserted breach, or (ii) punitive, special, trebled or exemplary damages, in each case other than indemnification for any amounts paid or payable to an unaffiliated third parties in party with respect of any to Third Party Claim for which indemnification hereunder is otherwise requiredClaims based on a final judgment. (ed) Each Except with respect to claims related to actual and intentional common law fraud or for specific performance as provided in Section 6.9, from and after the Closing the rights of the Indemnified Party Parties under this Article V shall take, be the sole and cause its Affiliates exclusive remedies of the Indemnified Parties with respect to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected toclaims under, or doesotherwise relating to the transactions that are the subject of, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net Agreement. Without limitation of the proceeds foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Contemplated Transactions.

Limitations. (a) Subject Except for injunctive relief and similar equitable remedies and except for Damages relating to the additional limitations set forth below in this Section 7.5or arising out of (A) fraud, willful misrepresentation, willful breach or willful misconduct by Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5Shareholders, (B) unless and until the Purchaser Indemnified Parties or any alleged breach of (i) the Seller Indemnified PartiesNon-competition Agreement, as applicable(ii) the Shareholder Non-competition Agreement, have incurred Losses in excess of 0.5% (iii) the Surviving Representations or (iv) Seller’s or any of the Aggregate Consideration Shareholders’ obligations in respect of any Employee Non-competition Agreement, and for certainty excluding any alleged breach by any employee of its obligations thereunder, or (C) the Retained Liabilities (collectively the “DeductibleExcluded Damages”) ), recourse to the Escrow Fund in accordance with the aggregate, in which case provisions hereof and the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Escrow Agreement shall be entitled to bring a claim Buyer’s sole and exclusive remedy available only for only those Losses in excess of the DeductibleDamages under Section 9.2 above. (b) Notwithstanding anything to Other than the contrary contained Excluded Damages and any alleged breach of the representation and warranty set forth in the last sentence of Section 4.5 of this Agreement, (i) no indemnification from the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified Escrow Fund with respect to any Damages otherwise payable under Section 7.2(a) or Section 7.3(a) 9.2 above shall be payable until such time as all such indemnifiable Damages shall aggregate to more than C$50,000, after which time the Escrow Fund shall be drawn upon for all indemnifiable Damages (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of including the representations and warranties contained in Section 3.5first C$50,000), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments Any claims by an Buyer against the Indemnifying Party pursuant Parties for any Damages other than Damages relating to Section 7.2 or Section 7.3 arising out of (A) fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders, or (B) any alleged breach of Seller’s or any of the Shareholders’ obligations in respect of any Loss shall be reduced by the amount of Employee Non-competition Agreement, and for certainty excluding any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made alleged breach by any Indemnified Party with respect to any Loss for which any such Person has been indemnified employee of its obligations thereunder, shall not exceed, in the aggregate, the Purchase Price payable hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any The amount of Damages for which an Indemnified Party for any punitive or treble damages, other than is entitled to indemnification for amounts paid or payable shall be reduced to third parties in respect the extent that the full amount of any Third Party Claim for which indemnification hereunder is otherwise requiredsuch Damages have been reduced from the Closing Consideration as a result of a Working Capital Shortfall due to such Damages. (e) Each Indemnified Party Except for Damages resulting from fraud, willful misrepresentation, willful breach or willful misconduct by Seller or any of the Shareholders or from any breach of Section 4.11 hereof, Damages shall takenot include any incidental, and cause its Affiliates punitive, special, consequential or indirect Damages of the Buyer including, without limitation, loss of profits or failure to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably realize expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereundersavings. (f) All Losses indemnified pursuant The Indemnifying Parties shall not be liable for any Damages to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received extent that such Damages have been otherwise recovered by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereofBuyer or satisfied by any other Person including, deductibles or retentions thereunder and increases in premiums without limitation, as a result thereof)of the Buyer receiving or being reasonably able to receive compensation for such Damages pursuant to any policy of insurance maintained by the Buyer.

Limitations. (a) Subject Except for Losses based on (i) fraud or (ii) arising in connection with any Indemnification Claim based on any of the Fundamental Representations or the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to an amount equal to their Pro Rata Share of the Escrow Amount. For Losses (A) based on fraud committed by the Company or (B) arising in connection with any Indemnification Claim based on (1) any of the Fundamental Representations pursuant to Section 8.2(a)(i), or (2) Sections 8.2(a)(ii) through 8.2(a)(vi), inclusive, the aggregate liability of each Company Escrow Party shall be limited to an amount equal to the additional limitations Merger Consideration which has been paid or is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount (except, with respect to fraud committed by the Company, to the extent set forth below below). For Losses arising in this connection with any Indemnification Claim based on the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 7.58.2(a)(i) shall be limited to 40% of the Merger Consideration which has been paid or is payable to such Company Escrow Party, Seller including such Company Escrow Party’s Pro Rata Share of the Escrow Amount. For Losses based on fraud by a Company Escrow Party or in which a Company Escrow Party participated, caused or had actual knowledge of at the time of its occurrence, the aggregate liability of such Company Escrow Party pursuant to Section 8.2 shall be unlimited. In the case of any Indemnification Claim arising out of Section 8.2(a)(i)-(iii), or Section 8.3(a)-(b), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be liable obligated to indemnify the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Parent Indemnified Parties or the Seller Company Indemnified Parties, as applicable, have incurred until the total amount of Losses in excess of 0.5% of with respect to the Aggregate Consideration (aforementioned claims that the “Deductible”) in the aggregate, in which case the Purchaser Parent Indemnified Parties or the Seller Company Indemnified Parties, as applicable, are entitled to recover exceeds $200,000 (the “Threshold”). If such Losses exceed the Threshold, then the Indemnifying Party shall be entitled responsible to bring indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, for all Losses without regard to the Threshold. Notwithstanding the foregoing, this paragraph shall in no way limit, and the Threshold shall not apply to, the Parent Indemnified Parties’ right to indemnification for Losses arising in connection with any Indemnification Claim based on fraud or a claim for only those Losses in excess breach of any of the DeductibleFundamental Representations or as otherwise set forth in the Disclosure Memorandum. The liability of the Company Escrow Parties (x) for Losses based on breach of the covenant set forth in Section 6.9(a) shall be limited to the same extent as liability is limited under this Section 8.4 for Losses arising out of an Indemnification Claim based on breach of the underlying representation or warranty to which such breach of covenant relates and (y) for Losses based on breach of the covenant set forth in Section 6.1(b)(xvii) shall be limited to the same extent as liability would be limited under this Section 8.4 for Losses arising out of an Indemnification Claim based on breach of the IP Representations; provided, however, the limitations on liability set forth in clauses (x) and (y), above, shall not apply to the extent the applicable covenant was breached with intent to deceive, or conceal information from, Parent; and provided, further, that the foregoing limitations on liability shall in no way bear on whether or not a condition to closing set forth in Article IV has been satisfied or on Parent’s termination rights pursuant to Article VII. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum The aggregate liability of Seller or Purchaser Parent to all Company Indemnified Parties under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate be limited to an amount equal to Net Merger Consideration. (c) Payments by Any Person against whom an Indemnification Claim is being asserted (an “Indemnifying Party pursuant Party”) shall not be obligated to Section 7.2 or Section 7.3 in respect indemnify and hold harmless any Person claiming indemnification under this Article VIII (an “Indemnified Party”) after the expiration of any Loss applicable Survival Period unless a Claim Notice with respect to such Indemnification Claim shall be reduced by the amount of any amounts actually recovered have been given by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal prior to the aggregate amount expiration of the recovery shall be promptly made to the applicable Indemnifying PartySurvival Period. (d) In no event The obligations of each Company Escrow Party under Section 8.2 shall be satisfied, first, from the Escrow Amount. If the full amount of the Escrow Amount is paid to Parent in satisfaction of Indemnification Claims, any Indemnifying Party additional liability of the Company Escrow Parties under Section 8.2 shall be liable satisfied from other assets of the Company Escrow Parties, including by offset of amounts not yet paid by Parent under this Agreement or any other Operative Document. The aggregate value of Indemnification Claims paid to any the Parent Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable Parties shall be deemed to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredreduce the Merger Consideration. (e) Each The amount of any Losses for which indemnification is sought pursuant to this Article VIII shall be reduced by (i) the amount of any third party insurance proceeds actually recovered by any Indemnified Party shall takefrom any third party insurance carrier that is not an Affiliate of Parent, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware net of any event increase in insurance premiums or circumstance other costs, including deductibles, incurred in connection with recovering such insurance proceeds and (ii) the amount of any indemnity or contribution actually recovered by any Indemnified Party from any third party that would be reasonably expected tois not an Affiliate of Parent, or does, give rise thereto, provided that net any costs incurred in connection with recovering any such amounts; provided, however, that the foregoing in no way obligates any Indemnified Party to purchase or maintain any third party insurance policy or to seek recovery of any such mitigation shall be Losses indemnified hereunderinsurance proceeds or indemnity or contribution amounts from any Person. (f) All Solely for purposes of determining the amount of Losses indemnified pursuant under Sections 8.2 and 8.3 (but not for purposes of determining whether a breach of any representation, warranty, covenant or obligation has occurred), all qualifications and limitations as to materiality, Company Material Adverse Effect and words of similar import set forth in this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)disregarded.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.59.04(c), Seller shall not be liable required to the Purchaser Indemnified Parties make any indemnification payment pursuant to Section 9.03(a)(i)(A) for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than any inaccuracy in respect of a or breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties of Seller or its Subsidiaries contained in Section 3.5this Agreement, in the Contribution and Conversion Agreement or in the Asset Transfer Agreement until such time as the total amount of all Losses (including the Losses arising from such inaccuracy or breach and all other Losses arising from any other inaccuracies in or breaches of any representations or warranties) unless that have been directly or indirectly suffered or incurred by any one or more of the Buyer Indemnitees as a result of any inaccuracy in or breach of any of the representations and until the Purchaser Indemnified Parties warranties of Seller or its Subsidiaries in this Agreement or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% Asset Transfer Agreement or to which any one or more of the Aggregate Consideration Buyer Indemnitees has or have otherwise become subject as a result of any inaccuracy in or breach of any of the representations and warranties of Seller or its Subsidiaries in this Agreement, in the Contribution and Conversion Agreement or in the Asset Transfer Agreement, exceeds $500,000 (the “Deductible”) in the aggregateaggregate (it being understood that if the total amount of such Losses exceeds the Deductible, in which case then the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Buyer Indemnitees shall be entitled to bring a claim be indemnified against and compensated and reimbursed only for only those such Losses that are in excess of the Deductible). No Losses shall be included in determining whether the Deductible has been reached unless, in the Buyer’s first Officer’s Claim Certificate seeking indemnification for such Losses in excess of the Deductible, a reasonably detailed accounting of such Losses is provided. (b) The maximum liability of Seller for indemnification Claims under Section 9.03(a)(i)(A) shall not exceed the Initial Indemnity Holdback Amount. Recovery by a Buyer Indemnitee for Losses pursuant to Section 9.03(a)(i)(A) prior to the General Expiration Date shall (subject to Buyer’s Set Off Right) first be satisfied by reduction of the Indemnity Holdback Amount, as provided in Section 9.05. To the extent the Indemnity Holdback Amount is reduced with respect to claims for indemnification, compensation or reimbursement for which the maximum liability of Seller is not equal to the Initial Indemnity Holdback Amount pursuant to this Section 9.04(b), any such reduction of the Indemnity Holdback Amount shall not reduce the amount that the Buyer Indemnitees may recover with respect to claims for indemnification, compensation or reimbursement that are subject to the limitation set forth in this Section 9.04(b). (c) The limitations set forth in Section 9.04(a) and the first and second sentence of Section 9.04(b) shall not apply to any Claim for indemnification to the extent such Claim arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation or any Fraud by Seller or any of its Subsidiaries or Representatives (regardless of whether such actions have been authorized). (d) Notwithstanding anything to the contrary in this Agreement in no event shall: (i) Seller be liable to any Indemnitees for Losses under this Article IX in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any Retention Earn-Out Payment or Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D; provided, however, that the limitations set forth in this Section 9.04(d) shall not apply in the case of Fraud by Seller or any of its Subsidiaries, in which event Seller shall be liable to the Buyer Indemnitees for the full amount of Losses resulting from, arising out of or related to such Fraud; and (ii) the Buyer Indemnitor be liable to the Seller Indemnitees for Losses under this Article IX in an amount in excess of the sum of (x) the Closing Adjusted Purchase Price plus (y) the amount of any Retention Earn-Out Payment or Achieved Earn-Out Payment that becomes payable pursuant to Exhibit B or Exhibit D. (e) The amount of any Losses that any Indemnitee may be entitled to recover shall be reduced by (i) the amount of any third-party insurance proceeds actually recovered by such Indemnitee from any third-party insurance carrier (net of any increase in insurance premiums, costs of collections, deductible, retroactive or other premium adjustment, reimbursement obligation or other costs directly related to the insurance claim (together, “Insurance Costs”)) and (ii) the amount of any indemnity or contribution actually recovered by any Indemnitees from any third party (including as a result of any contractual indemnification or contribution provisions), net of any reasonable costs incurred in connection with recovering any such amounts. If the Indemnitees receive any such amounts under applicable insurance policies, third-party indemnification or contribution payments subsequent to its receipt of an indemnification payment by the Seller Indemnitor or Buyer Indemnitor, as applicable, then any excess Losses actually collected (net of costs and expenses of such recovery and Insurance Costs) shall be reasonably promptly reimbursed to the Seller Indemnitor or Buyer Indemnitor, as applicable, and in accordance with the release procedures set forth in Section 9.04. (f) Absent Fraud, the indemnification provisions contained in this Article IX are the sole and exclusive remedy following the Closing as to all Losses (and any other damages, claims or causes of action of any kind or nature) any Indemnitee may incur arising from or relating to this Agreement, the Equity Purchase or the Transactions contemplated hereby (it being understood that nothing in this Section 9.04(f) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement or to be performed after the Closing or any rights or remedies arising out of claims the Parties may have under any Ancillary Agreement). Notwithstanding anything to the contrary set forth in this Agreement, the Indemnity Holdback Amount may be reduced by the amount of any Losses which are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or as a result of, or are connected with any Fraud by Seller or any of its Subsidiaries (regardless of whether such actions have been authorized) with respect to any representation or warranty made by Seller or its Subsidiaries in this Agreement, the Asset Transfer Agreement or the Seller Closing Certificate. (g) Notwithstanding anything to the contrary contained herein, for all purposes of Article IX, each representation or warranty of Seller or any of its Subsidiaries contained in this Agreement, (i) in the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations Asset Transfer Agreement or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of statement or certificate delivered by Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net read without regard and without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated directly or indirectly in such representation or warranty including for the purposes of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (determining the amount of such proceeds determined net Losses indemnifiable hereunder and whether a representation or warranty has been breached or is inaccurate; provided, that (i) the word “Material” contained in the defined terms “Material Contract,” and (ii) the Material Adverse Effect qualifier contained in Section 4.07(a) of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereofthis Agreement will be not be disregarded (the “Materiality Scrape Exclusions”).

Limitations. (a) Subject Neither Transferor nor Transferee shall be entitled to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties any recovery for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties any Damages for indemnification under Section 7.3(a) (other than in respect any breach of a breach of representation or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) warranty unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiestotal of all such party’s Damages under Section 7.2 exceeds $1,040,000, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in at which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, time such party shall be entitled to bring a claim for only those Losses recover the aggregate amount of all Damages in excess of such threshold; provided, however, that the Deductibleaggregate liability of each of Transferee, on the one hand, and Transferor, on the other hand, for indemnity under this Article VII shall not exceed $104,000,000. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any representation or warranty of Transferor set forth in Section 3.10. (b) Notwithstanding anything to the contrary contained in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5)THE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, as applicablePUNITIVE, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationINDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 7.2. (c) Payments by an Indemnifying Neither Transferor nor Transferee shall be entitled to any recovery for any Damages for breach of any representation or warranty if such Indemnified Party had Knowledge of the breach giving rise to such Damages as of the Execution Date or if the facts or circumstances underlying such breach are disclosed in the Disclosure Schedules to the extent permitted pursuant to Section 7.2 5.4. (d) From and after the Closing, Southampton shall have no liability or Section 7.3 in respect obligation to indemnify, save or hold harmless or otherwise pay, reimburse or make any Indemnified Party whole for or on account of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is indemnification claim made by any Indemnified Party for any breach of any representation, warranty, covenant, or agreement of Transferor or Transferee, and neither Transferor nor Transferee shall have any right of contribution against Southampton with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partymatters. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything contained herein to the additional limitations set forth below in this Section 7.5contrary, Seller shall not be liable to in respect of any indemnification obligation for Losses of the Purchaser Indemnified Parties for indemnification Buyer Indemnitees under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a7.2(a)(i) (other than in respect of a (x) fraud or willful misconduct or (y) breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5Fundamental Representations of Seller) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred aggregate cumulative amount of Losses in excess of 0.5% of the Aggregate Consideration for which indemnification would otherwise be available but for this Section 7.3(a) exceeds $150,000 (the “DeductibleThreshold”) in the aggregate), in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall Buyer Indemnitees will be entitled to bring a claim recover all Losses from the first dollar. Seller’s aggregate liability in respect of any indemnification obligation for only those Losses (i) under Section 7.2(a)(i), other than in excess respect of (x) fraud or willful misconduct or (y) any breach of the DeductibleFundamental Representations of Seller, shall not exceed the Cap, and (ii) otherwise under this Agreement, shall not exceed the Purchase Price. (b) Notwithstanding anything contained herein to the contrary contained contrary, Buyer shall not be liable in this Agreement, (i) the maximum aggregate liability respect of Seller or Purchaser under this Article VII any indemnification obligation for Losses indemnified of the Seller Indemnitees under Section 7.2(a) or Section 7.3(a7.2(b)(i) (other than in respect of a (x) fraud or willful misconduct or (y) breach of or inaccuracy in any Fundamental Representations or any of the representations Fundamental Representations of Buyer) unless and warranties contained until the aggregate cumulative amount of Losses for which indemnification would otherwise be available but for this Section 7.3(b) exceeds the Threshold, in which case the Seller Indemnitees will be entitled to recover all Losses from the first dollar. Buyer’s aggregate liability in respect of any indemnification obligation for Losses (i) under Section 3.57.2(b)(i), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)(x) fraud or Article VIII willful misconduct or (y) any breach of the Fundamental Representations of Buyer, shall not exceed the Aggregate ConsiderationCap, and (ii) otherwise under this Agreement, shall not exceed the Purchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect The amount of any Loss indemnification payable under this Article VII shall be reduced by the an amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall proceeds actually received by an Indemnitee under any Indemnifying Party be liable to insurance policy, or from any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties party in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, such claim less all out-of-pocket costs and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event expenses incurred by such Indemnitee in connection with obtaining such insurance proceeds or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party recovery (including reasonable attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of or arising from such claim or Losses, and the present value of any increases in insurance coverage actually received by premiums on the Indemnified Party (account of or arising from such claim or Losses or the amount cost of cancellation of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder insurance policy and increases in premiums as a result thereofthe increased cost for any replacement policy).

Limitations. (a) Subject No amounts shall be payable as a result of Losses from any claim arising pursuant to the additional limitations set forth below in this Section 7.5, Seller shall not be liable Agreement unless such Losses exceed $25,000 (any claim involving Losses equal to the Purchaser Indemnified Parties for indemnification or less than such amount being referred to as a “De Minimis Claim”) or any other claim arising under Section 7.2(a) and Purchaser shall not be liable this Agreement relating to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect a breach or alleged breach of a breach of representation or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) warranty unless and until the Purchaser Buyer Indemnified Parties have suffered, incurred, sustained or the Seller Indemnified Parties, as applicable, have incurred become subject to Losses referred to in this Agreement in excess of 0.5% of the Aggregate Consideration (the “Deductible”) $500,000 in the aggregateaggregate (not taking into account any De Minimis Claims), in which case the Purchaser Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to may bring a claim for only those all Losses in excess of such amount. Nothing in the Deductiblepreceding sentence shall apply to, or in any way limit the obligations of, an Indemnifying Party (a) under Section 12.05 to pay all reasonable defense costs in respect of third-party claims, (b) with respect to any Excluded Liabilities of which Judbury is the obligor or (c) any and all Employment Liabilities arising from or incurred by reason of any claims made under the Transfer Regulations, or otherwise, by any Irish Employee against the Buyer Indemnified Parties, provided however that notwithstanding anything to the contrary in this Agreement, no amount shall be payable in connection with pre-closing breaches of covenants until Losses resulting from pre-closing breaches of covenants exceed $25,000, in which case the Buyer Indemnified Parties may bring a claim for the full extent of such Losses. The maximum collective liability of the Sellers and the Indemnifying Entity under this Agreement shall not exceed 10% of Purchase Price in the aggregate (the “Indemnity Amount”). No amounts shall be payable as a result of any De Minimis Claims or any claim arising under Section 12.02 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Seller Indemnified Parties may bring a claim for all Losses in excess of such amount and the maximum liability of the Buyer under this Agreement shall not exceed the Indemnity Amount. Notwithstanding the foregoing, the maximum collective liability of the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Purchase Price. Notwithstanding the foregoing, the De Minimis Claim limitation set out above shall not apply to any Air France Reduction. (b) Notwithstanding anything An Indemnifying Party is not liable to an Indemnified Party for any claim under or in relation to or arising out of this Agreement including a breach of a representation or warranty (a) to the contrary contained extent that the claim arises or is increased as a result of any change in applicable accounting standards after June 30, 2011 or any change in accounting policies applied on or after June 30, 2011 from those used by a party before the date of this Agreement, Agreement and (ib) if the maximum aggregate liability claim is as a result of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach any law or regulation not in force at the date of this Agreement (including any legislation or inaccuracy regulation which takes effect retrospectively and (c) to the extent that the claim or Loss in any Fundamental Representations or any relation to the claim is remediable, provided it is remedied to the satisfaction of the representations and warranties contained Indemnified Party, acting reasonably, within 60 days after the Indemnifying Party receives written notice of the claim in accordance with Section 3.512.05(a), as applicable, shall not exceed 20% provided that to the extent any such 60 day remedy period begins after the 12th month of the Aggregate Consideration and (ii) relevant 18 month survival period for the maximum aggregate liability of Seller relevant representation, warranty or Purchaser covenant, the remaining six month survival period shall be tolled for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationsuch remedy period. (c) Payments Where an Indemnified Party is or may be entitled to recover from some other person any sum, including by an Indemnifying Party pursuant to Section 7.2 way of contract, indemnity, under a policy of insurance or Section 7.3 otherwise, in respect of any Loss shall be reduced by matter or event which could give rise to a claim under this Agreement, the Indemnified Party must use its reasonable endeavors to recover that sum before making the claim, keep the Indemnifying Party informed of the conduct of such recovery; and reduce the amount of any amounts actually recovered subsequent claim against the Indemnifying Party for the same or similar Loss by the Indemnified Party under amount recovered, provided, however, this provision shall not apply to representation and warranty insurance policiesobtained by the Buyer, indemnities or other reimbursement arrangements with respect to such Losses less if any. If the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person delayed until after the claim has been indemnified hereunderpaid by the Indemnifying Party, then a refund equal the recovered amount must be paid to the aggregate amount Indemnifying Party after deduction of all reasonable costs and expenses of the recovery shall be promptly made to the applicable Indemnifying Partyrecovery. (d) In no event shall An Indemnified Party must take all reasonable action to mitigate any Loss suffered for which a claim could be made. Nothing in this Agreement restricts or limits any general obligation at law to mitigate any Loss or damage. If an Indemnified Party does not comply with this obligation where such compliance would have mitigated the Loss, the Indemnifying Party will not be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for the amount by which indemnification hereunder is otherwise requiredthe Loss would have been reduced. (e) Each The sole remedies of the Buyer Indemnified Party shall takeParties in connection with the sale and purchase of the Capital Interests, Loan Notes and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would Aviation Loans will be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderas set out in this Agreement. (f) All Each of the parties to this Agreement acknowledges, and represents and warrants to each other party that is has neither made nor given, nor relied upon, any representation, warranty, promise or undertaking, statement or conduct in entering into or agreeing to the terms and conditions of this Agreement except those representations and warranties as expressly set out in this Agreement and except as set forth herein, the Sellers are selling the Companies on an “as is, where is basis” and to the fullest extent allowed by law, disclaim all other warranties, representations and guarantees, whether express or implied. (g) Except with respect to Losses indemnified actually awarded or otherwise payable by any Indemnified Party pursuant to a third party claim brought against an Indemnified Party, no Indemnified Party shall be entitled to indemnification pursuant to this Agreement shall be net Article 12 for lost profits, punitive damages, exemplary damages, special damages or similar damages (including damages calculated as or based on a multiple of the earning or lost proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereofprofits or similar methodology).

Limitations. Notwithstanding anything to the contrary contained herein or under any applicable law: (a) Subject No Acquiror Indemnified Person may recover any amounts in respect of any claim for indemnification that is made pursuant to this Agreement and does not involve: (i) a Fundamental Representation or (ii) Fraud, (iii) Pre-Closing Taxes, (iv) any matter for which specific indemnification is available to an Acquiror Indemnified Person, unless and until the aggregate amount of Damages that may be claimed exceeds US $50,000 (the “Threshold”), and once the Threshold has been reached, the Acquiror Indemnified Person may make claims for indemnification and may receive amounts for all Damages (including the amount of the Threshold) pursuant to the additional limitations terms herein. (b) The total and aggregate indemnification under this Agreement and applicable law shall be limited to (A) the aggregate amount of cash the Seller actually received pursuant to Section 2.2 hereof with respect to (i) breaches of the Fundamental Representations; (ii) breaches of the Company’s and/or Seller’s covenants under this Agreement, and (B) an aggregate amount of A$1,500,000 for breach of the representation and warranties set forth below in Section 3.8 (Intellectual Property), otherwise the total and aggregate indemnification under this Agreement and/or applicable law shall be limited to the aggregate amount A $900,000. In the case of Fraud, such Liability for Damages shall be unlimited with respect to Seller. Nothing shall prevent or restrict the Acquiror Indemnified Person from seeking (A) injunctive or other equitable relief to enjoin the breach, or threatened breach, of any provision of this Agreement or any Transaction Document, (B) specific performance of the provisions of this Agreement or any Transaction Document, and (C) declaratory relief with respect to this Agreement or any Transaction Document. In any event and notwithstanding anything to the contrary herein or under any applicable law or agreement, will the aggregate liability of the Seller under this Agreement exceed the aggregate amount of cash the Seller actually received pursuant to Section 7.52.2 hereof. (c) Damages shall be calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, Seller deductibles, premium adjustments and retrospectively rated premiums), it being understood that Acquiror Indemnified Person shall be obligated to take reasonable actions to reduce damages seek recovery under any insurance policies with respect to any particular Damages and the failure of an Acquiror Indemnified Person to seek recovery under any insurance policies shall not in any way affect or modify such Acquiror Indemnified Person’s rights under this Article 11. (d) In determining the existence or amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the breach of or default in connection with any covenant or agreement, any knowledge materiality or Material Adverse Change standard or qualification, or standard or qualification that a matter be or not be “reasonably expected” or “reasonably likely” to occur, contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded; provided that such standard or qualification shall not be liable disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) be true and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of correct, or a breach of or inaccuracy default in connection with any Fundamental Representations covenant or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiesagreement, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductibleaforesaid. (be) Notwithstanding anything to the contrary contained in this Agreementherein, (i) Seller will not have any right of indemnification, contribution or right of advancement from Acquiror, the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations Company or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Acquiror Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party Person with respect to any Loss for which Damages claimed by any such Acquiror Indemnified Person, the rights and remedies of the Acquiror Indemnified Persons after the Closing shall not be limited by any investigation made, disclosure received, or knowledge obtained, by or on behalf of any Acquiror Indemnified Person has been indemnified hereunder, then a refund equal prior to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall Closing regarding any Indemnifying Party be liable to any Indemnified Party for any punitive failure, breach or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that (B) any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds waiver of any third-party insurance coverage actually received by condition to the Closing related thereto and (iii) if an Acquiror Indemnified Party (Person’s claim under this Article 11 may be properly characterized in multiple ways in accordance with this Article 11 such that such claim may or may not be subject to different caps and other limitations depending on such characterization, then such Acquiror Indemnified Person shall have the amount of right to characterize such proceeds determined net of all costs of indemnifiable matter in a manner that maximizes the recovery thereof, deductibles or retentions thereunder and increases permitted in premiums as a result thereof)accordance with this Article 11.

Limitations. (a) Subject In no event shall the Seller have liability under Section 8.2(a)(i) to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of extent a breach of a representation or inaccuracy in any Fundamental Representations warranty results from, relates to or any arises out of the representations and warranties contained in Section 3.5) unless and until T-Mobile Parties’ breach of the Purchaser Indemnified Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled pursuant to bring a claim for only those Losses in excess of the Deductiblethis Agreement. (b) Notwithstanding anything to In no event shall the contrary contained in this Agreement, (i) the maximum T-Mobile Parties’ aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or Section 7.3(a) (other than in limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect of a breach of or inaccuracy in any Fundamental Representations or any to the payment of the representations and warranties contained Purchase Price, including the remedies of the Seller set forth in Section 3.52.1(b), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 7.2 or Section 7.3 2.1(b)(ii), including in respect connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Loss Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by the amount of by: (i) any amounts insurance proceeds actually recovered received by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the amount Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredattributable thereto). (e) Each Indemnified of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall takebe entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and cause its Affiliates to take, all commercially reasonable steps specifically enforce the terms and provisions of this Agreement to mitigate any Loss upon becoming aware of any event prevent breaches or circumstance that would be reasonably expected tothreatened breaches of, or doesto enforce compliance with, give rise theretothe covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, provided specific performance and other equitable relief on the basis that any costs other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be net required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the proceeds Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any third-party insurance coverage actually received breach or default by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)other Parties under this Agreement.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary herein, the Equity Holders shall not be liable under Section 6.1(a) or clause (x) of Section 8.2 unless and until the aggregate Damages for which they would otherwise be liable under Section 6.1(a) and clause (x) of Section 8.2 exceed $1,000,000 (at which point the Equity Holders shall become liable for the aggregate Damages under Sections 6.1(a) and clause (x) of Section 8.2 and not just amounts in excess of $1,000,000); provided, however, that the limitation set forth in this paragraph (a) shall not apply with respect to any liability with respect to breaches of Section 2.9(o) or, for the avoidance of doubt, liability under clauses (y) or (z) of Section 8.2. (b) From and after the Effective Time, except in the case of fraud or knowing misrepresentation, the sole and exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement, Agreement (iincluding any claim under Article VIII) or arising out of or in connection with the maximum aggregate liability of Seller or Purchaser Company's obligations under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of Agreement shall be the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationIndemnification Escrow Shares. (c) Payments by an Indemnifying Party pursuant to Section 7.2 No Equity Holder shall have any right of contribution against the Company or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party Surviving Corporation with respect to any Loss for which breach by the Company of any such Person has been indemnified hereunderof its representations, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partywarranties, covenants or agreements. (d) In no event Notwithstanding anything to the contrary set forth herein, nothing in this Article VI or in Article VIII is intended to create an affirmative indemnity obligation by any Equity Holder for fraud or knowing misrepresentation (it being understood that the foregoing shall not limit any Indemnifying Party be liable right of the Buyer to assert any Indemnified Party for any punitive claim based on fraud or treble damages, other than knowing misrepresentation not based on the indemnification for amounts paid or payable to third parties obligations set forth in respect Sections 6.1 and 8.2 of any Third Party Claim for which indemnification hereunder is otherwise requiredthis Agreement (as affirmed by Section 4 of the Stockholders Agreement and Section 2 of the Management Participant Agreement)). (e) Each Indemnified Party shall take, and cause its Affiliates Any recovery of Damages by the Buyer for indemnification pursuant to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation Article VI shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the offset by any insurance proceeds of any third-party insurance coverage actually received by the Indemnified Party (Buyer corresponding to such indemnification claim. To the amount extent the Buyer receives any such insurance proceeds after the delivery of such Indemnification Escrow Shares from the Equity Holders pursuant to Section 3 of the Indemnification Escrow Agreement, the Buyer will issue and deliver that number of Buyer Common Shares equal to the value of the insurance proceeds determined net to the Equity Holders or to the Escrow Agent, to be allocated among the Equity Holders in accordance with Article I of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)this Agreement.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties No Buyer Indemnitee will assert any claim (each an “Indemnity Claim”) for indemnification under pursuant to Section 7.2(a8.2(a)(i) and Purchaser shall not be liable to until such time that the Seller Indemnified Parties for indemnification under Section 7.3(aaggregate amount of Losses exceeds $1,500,000 (the “Deductible”) (other than except (i) in the case of actual fraud or (ii) with respect to any Fundamental Representation, with respect to which the Deductible shall be deemed to be zero), in which case such Buyer Indemnitee will be entitled to recover all Losses in excess of the applicable Deductible. CCOC’s aggregate liability in respect of any indemnification obligation for Losses under Section 8.2(a)(i) shall not exceed an amount equal to $1,901,812.50 less the Deductible (the “CCOC Retention”) (except (x) no limit shall apply in the case of actual fraud, (y) in respect of any Indemnity Claim pursuant to Section 8.2(a)(i) for which coverage is not obtained under the Buyer Insurance Policy as a result of (I) in the case of a breach of or inaccuracy of any Compliance with Law Representation or Fundamental Representation, such claim having been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (II) in the case of a breach or inaccuracy of any Fundamental Representations Representation, the Buyer Insurance Policy having expired or (III) in case of any representation set forth in Article IV or Article V, coverage being denied under the Buyer Insurance Policy as a result of a Specified Exclusion, in each case, CCOC shall provide indemnification in respect of such Indemnity Claim up to the representations Supplemental Indemnification Hurdle and warranties contained (z) CCOC shall provide the applicable CCOC Supplemental Indemnification in Section 3.5respect of breaches of any Fundamental Representation (with respect to which the Deductible shall be deemed to be zero) unless and until the Purchaser Indemnified Parties or the Seller Indemnified PartiesCompliance with Law Representation, as applicable, described below). To the extent the Buyer Indemnitees have incurred Losses in excess of 0.5the sum of the applicable Deductible, the CCOC Retention and twenty percent (20%) of the Total Cap (such sum being referred to as the “Supplemental Indemnification Hurdle”) (A) with respect to breaches or inaccuracies of the Compliance with Law Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) 50% of the Aggregate Consideration Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to clause (B) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the “DeductibleCompliance with Law Cap”) and (B) with respect to breaches or inaccuracies of any Fundamental Representation, CCOC shall provide indemnification for Losses that are in excess of the Supplemental Indemnification Hurdle and that are less than or equal to the difference between (1) the Total Cap minus (2) any indemnification previously provided by CCOC to the Buyer Indemnitees pursuant to clause (A) of this sentence minus (3) the Contingent Indemnification Amount, if any minus (4) any indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement (the indemnification obligations described in clauses (A) and (B), each a “CCOC Supplemental Indemnification”). Notwithstanding anything contained herein to the contrary, CCOC’s aggregate liability in respect of any obligation for Losses under Section 8.2(a) (except in the aggregatecase of actual fraud, or Section 8.2(a)(iii), (iv) or (v)), shall not exceed an amount equal to the Wafra Investment Amount (without taking into account any reduction pursuant to Section 8.3(f)) (the “Total Cap”) minus any indemnification previously provided by CCOC pursuant to Section 6.2(a) of the Carry Investment Agreement. For purposes of calculating the Supplemental LA_LAN01:362972.20 Indemnification Hurdle, indemnification previously provided by CCOC pursuant to Section 6.2(a)(i) of the Carry Investment Agreement shall be deemed Losses. (b) No Digital Colony Indemnitee will assert any claim for indemnification pursuant to Section 8.2(b)(i) until such time that the aggregate amount of (i) Losses and (ii) indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement for breach or inaccuracy of the W-Catalina (C) Non-Fundamental Representations exceeds the Deductible (except in the case of actual fraud or in respect of breaches of any Buyer Fundamental Representation, with respect to which the Deductible shall not apply), in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall such Digital Colony Indemnitee will be entitled to bring a claim for only those recover all Losses in excess of the Deductible. (b) . Notwithstanding anything contained herein to the contrary contained in this Agreementcontrary, (i) the maximum Buyer’s aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a(A) or Section 7.3(a) (other than in respect of a any obligation for Losses under Section 8.2(b)(i) and indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b)(i) of the Carry Investment Agreement for breach of or inaccuracy in any of the W-Catalina (C) Non-Fundamental Representations or any shall not exceed an amount equal to 20% of the representations Total Cap (except in the case of actual fraud or in respect of breaches of any Buyer Fundamental Representation) and warranties contained (B) in respect of any obligation for Losses under Section 3.58.2(b) and any indemnification previously provided by W-Catalina (C) LLC pursuant to Section 6.2(b) of the Carry Investment Agreement (except in the case of actual fraud), as applicable, shall not exceed 20% of an amount equal to the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationTotal Cap. (c) Payments by an Indemnifying Party The amount of any indemnification payable under this Article VIII in respect of a claim for indemnification pursuant to Section 7.2 or Section 7.3 in respect of any Loss 8.2 shall be reduced by an amount equal to the amount proceeds actually received by a Buyer Indemnitee or Digital Colony Indemnitee, as applicable, under any insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from any third party in respect of such claim less all actual and reasonable out-of-pocket costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable and documented out-of-pocket attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of, or arising from, such claim or Losses, and the present value of any amounts actually recovered by increases in insurance premiums on the Indemnified Party account of or arising from such claim or Losses, or the cost of cancellation of such insurance policy and any increased costs for any replacement policy). Each Buyer Indemnitee and Digital Colony Indemnitee shall use its, his or her commercially reasonable efforts to pursue any insurance recovery (other than under insurance policies, indemnities the Buyer Insurance Policy which is addressed in Section 8.3(d)) or other reimbursement arrangements with respect third-party recovery available to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party it with respect to any Loss for which such Buyer Indemnitee or Digital Colony Indemnitee seeks indemnification pursuant to this Article VIII (including during the period following any payment to such Buyer Indemnitee in respect of such indemnification); provided, that the possibility that insurance proceeds may be realized by such Buyer Indemnitee or Digital Colony Indemnitee shall not delay payment or indemnification of such Losses by the Party against whom indemnification is sought pursuant to this Article VIII. If any Person has paid an amount in discharge of any Indemnity Claim and the indemnified Person recovers from an insurance policy (other than the Buyer Insurance Policy which is addressed in Section 8.3(d)) or from a third party a sum which indemnifies or compensates such Person has been indemnified hereunderin respect of the Losses which are the subject matter of such claim, then a refund such Person shall pay to the Indemnifying Party as soon as practicable after receipt thereof an amount equal to the aggregate lower of (i) the amount actually received by such Person from the Indemnifying Party in respect of such claim and (ii) any sum recovered from the third party, in each case, less all reasonable out-of-pocket LA_LAN01:362972.20 costs and expenses incurred by such Buyer Indemnitee or Digital Colony Indemnitee in connection with obtaining such insurance proceeds or third-party recovery shall be promptly made to the applicable Indemnifying Partyand any Tax suffered thereon. (d) In no event Except in the case of actual fraud, the CCOC Retention, the CCOC Supplemental Indemnification or the obligation to indemnify the Buyer Indemnitees as described in Section 8.3(a)(y), the Buyer Indemnitees’ sole source of recovery for any Indemnity Claim pursuant to Section 8.2(a)(i) shall be the Buyer Insurance Policy and not direct payment by any Indemnifying other Party to this Agreement. Buyer shall, and shall cause each other Buyer Indemnitee to use its, his or her commercially reasonable best efforts to, pursue any insurance recovery under the Buyer Insurance Policy with respect to any Loss for which such Buyer Indemnitee seeks indemnification pursuant to this Article VIII and Buyer shall and shall cause each such Buyer Indemnitee to take such action as may be reasonably requested by CCOC to pursue recovery under the Buyer Insurance Policy with respect to such Loss. Buyer shall submit any bona fide claims pursuant to Section 8.2(a)(i) to the insurer under the Buyer Insurance Policy so as to cause the retention to be satisfied, notwithstanding that such claim may not be in excess of the Deductible. Buyer shall provide any correspondence with the insurer under the Buyer Insurance Policy to CCOC concurrently if made by Buyer and promptly if received by Buyer; provided, that Buyer’s failure to provide copies of any such correspondence shall not affect the indemnification obligations of CCOC unless CCOC is actually materially prejudiced by failure to give such notice. CCOC will only be liable for the CCOC Supplemental Indemnification if such claim has first been submitted to any Indemnified Party for any punitive the insurer under the Buyer Insurance Policy and (i) such claim has been rejected due to the fact that the policy limit under the Buyer Insurance Policy has been reached, (ii) the Buyer Insurance Policy has expired or treble damages(iii) coverage is denied under the Buyer Insurance Policy as a result of a Specified Exclusion. For the avoidance of doubt, other than indemnification for amounts paid or payable claims need not be submitted to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthe insurer under the Buyer Insurance Policy if the applicable coverage period under the Buyer Insurance Policy has expired. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation No Person shall be Losses indemnified hereunderentitled to recover from an Indemnifying Party or any Affiliate thereof more than once with respect to the same Loss (i.e. no double-counting). For the avoidance of doubt, claims for indemnification pursuant to Section 8.2 or Section 8.3 may be made based upon a liability which is contingent at the time such claim is made; provided, however, that no Person shall be entitled to recover with respect to any such claim unless and until such liability becomes an actual liability. (f) All Losses indemnified pursuant If any CCOC Supplemental Indemnification is paid prior to this Agreement shall be net the date that the Contingent Consideration Amount is payable, the Contingent Consideration Amount is subsequently payable, and the amount of the proceeds applicable CCOC Supplemental Indemnification that would have been paid would have increased if the payment of any third-party insurance coverage actually received by the Indemnified Party Contingent Consideration Amount had previously occurred (the amount of any such proceeds determined net of all costs of recovery thereofincrease being the “Contingent Indemnification Amount”), deductibles or retentions thereunder and increases in premiums as a result thereof)then the Contingent Consideration Amount payable shall be reduced by the Contingent Indemnification Amount, which shall fully satisfy CCOC’s obligations with respect to the Contingent Consideration Amount.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller The Indemnitors shall not be liable required to the Purchaser Indemnified Parties make any indemnification payment pursuant to Section 10.02(a)(i) or Section 10.02(a)(ii) for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than any inaccuracy in respect of a or breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration Company in this Agreement until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds an amount equal to $500,000 (the “Deductible”) in the aggregateaggregate (it being understood that if the total amount of such Damages exceeds the Deductible, in which case then the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Indemnitees shall be entitled to bring a claim be indemnified against and compensated and reimbursed only for only those Losses such Damages that are in excess of the Deductible). (b) The maximum liability of the Indemnitors under Sections 10.02(a)(i) and 10.02(a)(ii) shall be equal to $8,000,000. (c) The limitations set forth in Section 10.03(a) and (b) shall not apply to any claim for fraud or intentional misrepresentation or any claim for indemnification which arises from or is a result of or directly or indirectly connected with, any breach of a Fundamental Representation. The maximum liability of each Indemnitor under Section 10.02 shall be equal to such Indemnitor’s Pro Rata Share of Aggregate Merger Consideration. (d) Absent fraud or intentional misrepresentation, the indemnification provisions contained in this Article 10 are intended to provide the sole and exclusive remedy following the Closing as to all Damages any Indemnitee may incur arising from or relating to this Agreement, the Merger or the transactions contemplated hereby (it being understood that nothing in this Section 10.03(d) or elsewhere in this Agreement shall affect the parties’ rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement or to be performed after the Closing or any rights arising out of claims Parent or the Surviving Corporation may have under the letters of transmittal delivered pursuant to Section 2.08). Notwithstanding anything to the contrary contained set forth herein, Parent may recover from the General Escrow Fund any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with any fraud or intentional misrepresentation of the Company or any of its Representatives (whether or not such actions have been authorized) in this Agreement, (i) connection with the maximum aggregate liability due diligence investigation conducted by or on behalf of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than Parent in respect connection with its consideration of a breach of or inaccuracy in any Fundamental Representations the Merger or any of the representations other transactions contemplated hereby or the negotiation, execution and warranties contained in Section 3.5), as applicable, shall not exceed 20% performance of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationAgreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything to the additional limitations set forth below in this contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified pursuant to Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a6.1(a)(i) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) 6.2(a)(i): (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5i) unless and until the Purchaser aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration would, but for this paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $[*] (the “DeductibleIndemnity Threshold”) in the aggregate), in at which case the Purchaser point each Buyer Indemnified Parties Party or the Seller Indemnified PartiesParty, as applicable, shall be entitled to bring a claim be indemnified for only those the aggregate of all Losses in excess of the Deductible.Indemnity Threshold; and (ii) unless the amount of an individual claim for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims and Losses arising from substantially the same or similar facts as applicable to each of Section 6.1(a)(i) or Section 6.2(a)(i), as applicable) exceeds $[*], and no such claim shall be applied toward the Indemnity Threshold; (b) Notwithstanding anything provided, however, that the foregoing provisions of Section 6.3(a) shall not apply with respect to the contrary contained in this Agreement, (i) the maximum aggregate liability any act of Seller fraud or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a any breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained set forth in Section 3.5Sections 3.1, 3.2(a), as applicable, shall not exceed 20% of or 3.13 (the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c“Specified Representations”)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments Other than in the case of any act of fraud (in which case the Buyer Indemnified Parties’ and the Seller Indemnified Parties’ rights shall not be limited by an Indemnifying Party anything set forth in this Article VI to the contrary), in no event shall the aggregate amount for which Buyer Indemnified Parties or Seller Indemnified Parties shall be indemnified and held harmless under Article VI exceed $[*] (the “Cap”). (d) The amount of any Losses payable pursuant to Section 7.2 or Section 7.3 in respect of any Loss this Article VI shall be reduced by the to reflect any amount of any amounts actually recovered by the Indemnified Party under from a Third Party, including any insurance policiesprovider (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the Indemnified Party, indemnities or other reimbursement arrangements with respect the Indemnified Party shall promptly make payment to the Indemnifying Party equal to such Losses less amount; provided that such payment shall not exceed the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly payment made to the applicable Indemnifying Party. (dIndemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 6.3(b) In no event shall any Indemnifying Party not be liable construed to apply to any Indemnified Party for amounts recovered from any punitive self insurance, captive insurance vehicle, or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredsimilar arrangement. (e) Each To the extent that a Tax Benefit due to any Loss actually is realized by an Indemnified Party due to Losses in the same taxable year in which such Indemnified Party received a payment pursuant to Section 6.1 or Section 6.2, as applicable, for such Loss, the Indemnified Party shall take, and cause its Affiliates to take, all commercially reimburse the Indemnifying Party the amount of such Tax Benefit within a reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, time after the Tax Return reflecting such Tax Benefit is filed with the applicable taxing authority; provided that any costs of such mitigation calculation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any thirda one-party insurance coverage actually received time determination by the Indemnified Party in connection with such Tax filing and shall not be subject to re-calculation or further claim for reimbursement by the Indemnifying Party thereafter. For purposes of this Section 6.3(e), a “Tax Benefit” means an amount by which the Tax liability of the Indemnified Party actually is reduced by a deduction, reduction of income, or a refund or credit, in other words the difference between (A) the aggregate amount of Taxes that the Indemnified Party would have been required to pay for the relevant Tax year if such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).Loss had not been incurred and

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability Buyer Indemnified Parties shall not be permitted to recover any Damages incurred or suffered by Buyer Indemnified Parties resulting from any breach by the Company of Seller or Purchaser under this Article VII for Losses indemnified under its representations and warranties pursuant to Section 7.2(a) or Section 7.3(a9.1(a) (other than in with respect of a breach of or inaccuracy in any to the Fundamental Representations or any of Representations) until all Damages incurred by the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party Buyer Indemnified Parties pursuant to Section 7.2 or Section 7.3 such section exceed $150,000 in respect of any Loss the aggregate, at which point the Buyer shall be reduced by entitled to recover all such Damages in excess of $150,000. Solely for the purpose of determining the existence of, and calculating the amount of any amounts actually recovered by the Indemnified Party under insurance policiesDamages arising out of or resulting from, indemnities or other reimbursement arrangements with respect to such Losses less the amount any breach of any costs representation or warranty of obtaining the Company contained in this Agreement (other than any breach of any representation or warranty contained in Section 3.6(ii) (Absence of Certain Changes)) or the certificates required by Sections 7.2(a), and 7.3(a), such recovery, including any resulting increase in premium representation or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect warranty shall be read without regard to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying PartyMaterial Adverse Effect or materiality qualifiers contain therein. (db) In no event shall any Indemnifying Party be responsible or liable to any Indemnified Party for any Damages or other amounts under this Article IX that are consequential, special or punitive or treble otherwise not actual damages; provided, however, that this sentence shall not apply to or limit in any respect any claim by the Company Participating Equityholders based on a breach of Section 2.5(c) or 2.5(d) (other than indemnification for amounts paid or any such damages payable to third parties in respect of any Third Party Claim parties). Each party shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate the Damages for which indemnification hereunder is provided to it under this Article IX. (c) The amount of Damages recoverable by an Indemnified Party under this Article IX with respect to an indemnity claim shall be reduced by the amount of any insurance payment received by such Indemnified Party (or an Affiliate thereof) with respect to such indemnity claim less any costs of recovery and resulting increases in premiums. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Damages it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already been indemnified by the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (i) the amount previously received by the Indemnified Party under this Article IX with respect to such claim plus the amount of the insurance payments received, over (ii) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article IX. (d) Except with respect to claims for equitable relief made with respect to breaches of any covenant or agreement contained in this Agreement, (i) the rights of the Indemnified Parties under this Article IX and Section 6.10(c) shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise requiredrelating to the transactions that are the subject of, this Agreement and (ii) the right to (x) seek recourse against the General Escrow Funds and the Tax Escrow Funds and (y) set-off set forth in Section 9.6 shall be the sole and exclusive means for the Buyer Indemnified Parties to collect any Damages for which they are entitled to indemnification under this Article IX. Without limiting the generality of the foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) Each Indemnified For purposes of this Article IX, (i) if the Company Participating Equityholders comprise the Indemnifying Party, any references to the Indemnifying Party shall take, and cause its Affiliates (except provisions relating to take, all commercially reasonable steps an obligation to mitigate make any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation payments) shall be Losses indemnified hereunder. deemed to refer to the Indemnification Representative and (fii) All Losses indemnified pursuant if the Company Participating Equityholders comprise the Indemnified Party, any references to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Indemnification Representative.

Limitations. (a) Subject In no event shall the Seller have liability under Section 8.2(a)(i) to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of extent a breach of a representation or inaccuracy in any Fundamental Representations warranty results from, relates to or any arises out of the representations and warranties contained in Section 3.5) unless and until T-Mobile Parties’ breach of the Purchaser Indemnified Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled pursuant to bring a claim for only those Losses in excess of the Deductiblethis Agreement. (b) Notwithstanding anything to In no event shall the contrary contained in this Agreement, (i) the maximum T-Mobile Parties’ aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or Section 7.3(a) (other than in limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect of a breach of or inaccuracy in any Fundamental Representations or any to the payment of the representations and warranties contained Purchase Price, including the remedies of the Seller set forth in Section 3.52.1(b), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 7.2 or Section 7.3 2.1(b)(iii), including in respect connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Loss Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by the amount of by: (i) any amounts insurance proceeds actually recovered received by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the amount Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredattributable thereto). (e) Each Indemnified of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall takebe entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and cause its Affiliates to take, all commercially reasonable steps specifically enforce the terms and provisions of this Agreement to mitigate any Loss upon becoming aware of any event prevent breaches or circumstance that would be reasonably expected tothreatened breaches of, or doesto enforce compliance with, give rise theretothe covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, provided specific performance and other equitable relief on the basis that any costs other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be net required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the proceeds Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any third-party insurance coverage actually received breach or default by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)other Parties under this Agreement.

Limitations. Notwithstanding anything to the contrary set forth ----------- in this Agreement or otherwise, the Indemnifying Party's obligations to indemnify the Claimant pursuant to this Section 12 shall be subject to the ---------- following limitations: (a) Subject No indemnification shall be required to be made by an Indemnifying Party until the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any amount of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Claimant's Losses in excess of 0.5% of the Aggregate Consideration exceeds Seven Hundred Fifty Thousand Dollars (the “Deductible”$750,000) in the aggregateaggregate (the "Deductible"), in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, and then indemnification shall be entitled required to bring a claim for only those Losses in excess be made to the extent of the Deductibleall such Losses. (b) Notwithstanding anything No indemnification shall be required to be made by an Indemnifying Party for the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any amount of the representations and warranties contained Claimant's Losses that are in Section 3.5excess of Five Million Dollars ($5,000,000), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by The indemnification obligation of an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced so as to give effect to any (i) net reduction in federal, state, local or foreign income or franchise tax liability realized at any time by the Claimant in connection with the satisfaction by the Indemnifying Party of a Claim with respect to which indemnification is sought hereunder, (ii) available insurance proceeds and (iii) amount of any amounts actually the Claimant's Losses that are subsequently recovered by the Indemnified Party under insurance policies, indemnities Claimant pursuant to a settlement or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partyotherwise. (d) In no event shall the term "Losses" include any Indemnifying Party be liable consequential, incidental, indirect or any loss or damage to any Indemnified Party for any punitive Claimant, whether or treble damagesnot based upon events giving rise to indemnification hereunder, other than indemnification for amounts paid or payable to including claims brought by third parties in respect connection with any public offering or damages based on a multiple of any Third Party Claim for which indemnification hereunder is otherwise requiredearnings formula. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation Neither party hereto shall be entitled to recover Losses indemnified hereunder.with respect to any matter (including any breach of this Agreement by the other party) which was disclosed to such party in writing at or prior to the Closing Date and waived pursuant to Section 7.2 or Section 8.2 hereof, as applicable. -------------------------- (f) All From and after the Closing Date, the indemnification rights contained in this Section 12 shall constitute the sole and exclusive remedies of ---------- the parties hereunder and shall supersede and displace all other rights that either party may have under Law. (g) Each of the Triton Entities and Purchaser hereby waives compliance by Purchaser and the Triton Entities with the bulk sales Law and any similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. The Triton Entities shall indemnify Purchaser from, and hold Purchaser harmless against, any Losses indemnified pursuant resulting from or arising out of (i) the parties' failure to comply with any such Laws in respect of the transactions contemplated by this Agreement shall be net of the proceeds of and (ii) any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles action brought or retentions thereunder and increases in premiums levy made as a result thereof).thereof without regard to the provisions of Section 12.5. ------------

Limitations. (a) Subject to the additional limitations Except as set forth below in this Section 7.58.5(b), Seller (i) Sellers shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(apursuant to this Agreement for any claims based on the breach, misrepresentation, omission or inaccuracy of any representation or warranty that involves an amount of damage that is individually less than $500 ("Excluded Claims") and Purchaser (ii) Sellers shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than pursuant to this Agreement only after the total indemnification claims, excluding amounts in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified PartiesExcluded Claims, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration exceed $50,000 (the “Deductible”"Threshold") in the aggregate. If the Threshold is met, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Sellers shall be entitled liable for the entire amount of all claims which are not an Excluded Claim back to bring a claim for only those Losses in excess the "first dollar" of the Deductibledamages. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties The limitations contained in Section 3.5), as applicable, shall 8.5(a) will not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller apply to amounts payable pursuant to Sections 1.2 or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration1.3. (c) Payments by an Indemnifying Party Except as set forth in Section 8.5(d), (i) Purchaser and SARC shall not be liable for indemnification pursuant to Section 7.2 this Agreement for any claims based on the breach, misrepresentation, omission or Section 7.3 inaccuracy of any representation or warranty that involves an amount of damage that is individually less than $500 ("Excluded Claims") and (ii) SARC and Purchaser shall be liable for indemnification pursuant to this Agreement only after the total indemnification claims, excluding amounts in respect of any Loss Excluded Claims, exceed the Threshold, in the aggregate. If the Threshold is met, Purchaser and SARC shall be reduced by liable for the entire amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that each claim which is not an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal Excluded Claim back to the aggregate amount "first dollar" of the recovery shall be promptly made to the applicable Indemnifying Partydamages. (d) In no event shall any Indemnifying Party be liable The limitation contained in Section 8.5(c) will not apply to any Indemnified Party for any punitive amounts payable pursuant to Sections 1.2 or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required1. (e) Each Indemnified Party Notwithstanding the provisions of this Agreement, the Sellers shall takenot be required to indemnify the Purchaser and SARC pursuant to this Agreement in an amount or amounts exceeding, in the aggregate, the sum of (I) the Purchase Price theretofore paid by the Purchaser and SARC, in accordance herewith and pursuant hereto, and cause its Affiliates to take(II) the Option Exercise Price (as defined in the ▇▇▇▇▇▇▇ Put Option) for the ▇▇▇▇▇▇▇ Option Interest if the ▇▇▇▇▇▇▇ Put Option has been exercised. Notwithstanding the provisions of this Agreement, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation no Seller shall be Losses indemnified hereunderrequired to indemnify Purchaser and/or SARC pursuant to this Agreement in an amount greater than the amount of the Purchase Price received by such Seller (as adjusted pursuant to Section 1.3) or, in the case of ▇▇▇▇▇▇▇, the Option Exercise Price. (f) All Losses indemnified Notwithstanding the provisions of this Agreement, Purchaser and SARC shall not be required to indemnify Sellers pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the in an amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)greater than $1,000,000.

Limitations. (a) Subject Notwithstanding any provision of this Agreement to the additional limitations set forth below in contrary, no party shall have any obligation to indemnify any person entitled to indemnity under this Section 7.5, Seller shall not be liable Article 5 or to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than pay damages in respect of a breach of contract or inaccuracy in any Fundamental Representations other claims arising under this Agreement or any other Transaction Document unless the persons so entitled to indemnity or recovery thereunder have suffered Losses in an aggregate amount attributable to all Claims and obligors in excess of Fifty Thousand Dollars ($50,000) (the "THRESHOLD"), except claims arising from any breach of the representations and warranties contained in Section 3.52.21 (Taxes) unless and until shall not be subject to the Purchaser Indemnified Parties or Threshold. Once the Seller Indemnified Partiesaggregate amount of Losses exceeds the Threshold, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, persons entitled to recovery shall be entitled to bring a claim for only those recover the full amount of all Losses in excess of the DeductibleThreshold. No person shall be entitled to indemnification under this Article 5 for Losses directly or indirectly caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the potential Indemnitor. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the The maximum aggregate liability of Seller or Purchaser the Stockholder and Dowe▇▇ ▇▇ the one hand, to Buyer, and Buyer, on the other hand to the Stockholder and Dowe▇▇, ▇▇r all claims arising under this Article VII for Losses indemnified Agreement and the other Transaction Documents shall equal the aggregate Purchase Price. All claims of Buyer against the Stockholder and Dowe▇▇ ▇▇▇sing under Section 7.2(a) this Agreement and the other Transaction Documents shall be settled first by offset against the Note. The amount of any such claim over and above the amount available by offset against the Note shall be paid either in cash or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any Shares, at the option of the representations Stockholder and warranties contained in Dowe▇▇. ▇▇r purposes of this Section 3.55.6(b), the value of Shares received shall be (i) prior to the IPO, the per share Agreed Price (as applicable, shall not exceed 20% of defined in the Aggregate Consideration Stockholder Agreement) then prevailing; and (ii) after the maximum aggregate liability of Seller IPO, the per share closing price on the primary exchange or Purchaser for market on which the Common Stock is traded on the date such indemnifiable Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed become payable, except that the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect value of any Loss shall Shares sold in bona fide third party transactions will be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal gross proceeds to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs Stockholder of such mitigation shall be Losses indemnified hereundersale. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (ai) Subject to For the additional limitations set forth below in this Section 7.5avoidance of doubt, Seller the Company shall not be liable to any Protected Partner for any income or gain (A) allocated to such Protected Partner with respect to Units that is not the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect result of a breach by the Company of its obligations or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in agreements under this Agreement, (iB) resulting from distributions by the maximum aggregate liability Company made with respect to all holders of Seller Class A Units, (C) resulting from the receipt (or Purchaser under this Article VII deemed receipt) of cash or other property on any Closing Date (including any portion of such cash received or deemed received that is intended to be treated as a reimbursement of capital expenditures or the assumption of any “qualified liabilities” as defined in Treasury Regulation Section 1.707-5(a)(6)), (D) resulting from the transfers by the Transferors, the Intermediate Substituted Non-Managing Members, the Second Intermediate Substituted Non-Managing Members, the Third Intermediate Substituted Non-Managing Members, the Fourth Intermediate Substituted Non-Managing Members, the Fifth Intermediate Substituted Non-Managing Members, or the Sixth Intermediate Substituted Non-Managing Members pursuant to Section 11.3(c) of the Company Agreement, or (E) to the extent of a Final Determination that is contrary to the tax reporting positions provided for Losses indemnified under in Section 7.2(a3.1(a) or Section 7.3(a3.1(b). (ii) (other than in respect No officer, director, member, or employee of a breach of or inaccuracy in any Fundamental Representations the Company, STWD, the Managing Member or any of their respective affiliates shall have any liability for any breach of the representations obligations and warranties contained agreements of the Company under this Agreement. (iii) Except to the extent arising as a result of the Company’s breach of its obligations under Section 2.1, Section 2.2, Section 3.1(a) or Section 3.1(b) of this Agreement, the Protected Partners shall not be entitled to indemnification from the Company for any tax liabilities incurred as a result of any tax authority treating any portion of the Contribution as a taxable exchange (rather than a tax-deferred contribution) for purposes of any tax laws (and notwithstanding Section 3.1(a) or Section 3.1(b)). (iv) To the extent an imputed underpayment under Code Section 6225 is assessed against the Company and such assessment implicates the terms of, or payments that have been made or that could be required to be made pursuant to, this Agreement, the parties hereto shall reasonably cooperate as necessary to preserve the economic arrangement intended by the terms of this Agreement to the maximum extent possible, and the parties hereto (and any successor to a party hereto) acknowledge and agree that the preservation of the intended economic arrangement includes, without limitation, preventing any party from receiving a windfall or from having to pay duplicate damages and ensuring that, except as required by Section 2.4(c)(iii) above, the Company does not bear any cost, expense or liability associated with a challenge of the tax treatment described in Section 3.53.1 or any challenge to the treatment of any Debt Guarantee (which costs, expenses and liabilities shall instead be borne by the Protected Partners), . (v) In the event that (A) a Protected Partner holds equity received in a Fundamental Transaction in which the Protected Partner recognizes gain but such equity is treated as applicable, shall not exceed 20% Units by reason of the Aggregate Consideration and clause (ii) of the maximum aggregate liability definition of Seller “Units” (e.g., in a partially taxable Fundamental Transaction) or Purchaser for Losses indemnified (B) a property is treated as Protected Property by reason of being acquired in a transaction pursuant to which the tax basis of such property is determined in whole or in part by reference to the tax basis of Protected Property (e.g., in a partially taxable transaction), appropriate adjustments shall be made to any payments required under this Article VII (other than Agreement so that the Company is not required to make any payment that would result in respect receipt of Losses indemnified under Section 7.2(c)) a windfall or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements pay duplicate damages with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium Units or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying PartyProtected Property. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject The amount of any Losses for which indemnification is provided under this Article IX shall be net of any amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any expenses incurred in connection with such recovery). If amounts are recovered from an insurance policy after an indemnifying party makes a payment to or on behalf of an indemnified party pursuant to this Article IX, the net proceeds thereof shall promptly be remitted to the additional limitations set forth below in this Section 7.5, Seller shall not be liable indemnifying party that made such payment up to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any amount of the representations and warranties contained in Section 3.5) unless and until indemnification payment made by the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration applicable indemnifying party (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled less any costs to bring a claim for only those Losses in excess of the Deductiblerecover under such insurance policy). (b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) no party shall, in any event, be liable to any other Person for any punitive or exemplary damages of such other Person, except to the maximum aggregate liability extent payable to a third party as a result of Seller a final, non-appealable determination by a court or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than arbitral tribunal of competent jurisdiction in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationThird-Party Claim. (c) Payments by an Indemnifying Party Except for Losses arising out of or resulting from Fraud or Willful Breach, or Losses indemnified under Section 9.1(a)(v), the Investor Indemnified Parties shall not have the right to receive any indemnification for Losses arising from any individual claim or a series of related claims pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to 9.1 unless and until the aggregate amount of Losses for any individual claim or series of related claims under Section 9.1 exceeds $250,000, whereupon the recovery Investor Indemnified Parties shall be promptly made entitled to indemnification pursuant to the applicable Indemnifying Partyterms hereof for the amount of all Losses in respect of all claims in excess of such $250,000 amount, subject to the further limitations set forth in Article IX. (d) In Except for Losses arising out of or resulting from Fraud or Willful Breach, the aggregate liability of the Seller Group Parties (i) for Losses pursuant to Section 9.1(a)(i) shall not exceed an amount equal to the Purchase Price; (ii) for Losses pursuant to Section 9.1(a)(ii) shall not exceed the amount set forth in Schedule 9.1(a)(ii); (iii) for Losses pursuant to Section 9.1(a)(iii) shall not exceed an amount equal to the Purchase Price; and (iv) for Losses pursuant to Section 9.1(a)(v) shall not exceed $20,000,000; provided that in no event shall any Indemnifying Party be liable total indemnifiable Losses exceed an amount equal to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthe Purchase Price. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything contained herein to the additional limitations set forth below contrary, no Buyer Indemnified Party may receive any portion of the Holdback Amount in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties respect of any claim for indemnification under that is made pursuant to Section 7.2(a9.1(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(aor (b) above (other than claims which result from any inaccuracy in respect of a or breach of any representation or inaccuracy in any Fundamental Representations warranty made by Seller or any of the representations and warranties contained Partner in Section 3.53.1 (Organization, Power and Authority), Section 3.3 (Authorization and Approval of Agreements), Section 3.4 (Effect of Agreement), Section 3.6 (Capitalization), Section 3.7 (Intellectual Property), Section 3.9 (Tax Matters) and Section 3.17 (Employees and Other Compliance), or that involve fraud, willful breach or intentional misrepresentation by Seller or any Partner), unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration an aggregate amount greater than $25,000 (the “DeductibleBasket”) in the aggregatehave been incurred, paid or accrued, in which case the Purchaser Buyer Indemnified Parties or Party may make claims for indemnification and may receive cash from the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim Holdback Amount for only those all indemnifiable Losses in excess (including the amount of the DeductibleBasket). (b) The aggregate amount recoverable by all Buyer Indemnified Parties under this Article 9 from the Seller Indemnifying Parties, including, without limitation, in connection with any representation, warranty, covenant or agreement herein shall not (when aggregated with all other amounts recoverable by such parties hereunder) exceed the Holdback Amount, except for Losses arising out of or related to the following (in which cases, when aggregated with all other amounts recoverable by such parties, the amount recoverable shall not exceed the applicable amounts, if any, set forth in (i) – (iv) of this subsection 9.3(b)): (i) fraud, willful breach or intentional misrepresentation of Seller or any Partner, in which case there shall be no limit to the amount recoverable by all Buyer Indemnified Parties against the party or parties that committed the fraud, willful breach and/or intentional misrepresentation, (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 3.7 (Intellectual Property), in which case the amount recoverable by all Buyer Indemnified Parties shall not exceed the amount equal to the Holdback Amount or the remaining portion thereof, if applicable, plus $1,000,000 (with the entire $1,000,000 available for Claims related to Section 3.7 (Intellectual Property) and Section 3.17 (Employees and Other Compliance)) (for the avoidance of doubt, the maximum amount recoverable pursuant to the foregoing is limited to the Holdback Amount plus $1,000,000 in the aggregate), (iii) any inaccuracy in or breach of any representation or warranty set forth in Section 3.17 (Employees and Other Compliance), in which case the amount recoverable by all Buyer Indemnified Parties shall not exceed the amount equal to the Holdback Amount or the remaining portion thereof, if applicable, plus $1,000,000 (with the entire $1,000,000 available for Claims related to Section 3.7 (Intellectual Property) and Section 3.17 (Employees and Other Compliance)) (for the avoidance of doubt, the maximum amount recoverable pursuant to the foregoing is limited to the Holdback Amount plus $1,000,000 in the aggregate), (iv) Sections 9.1(c) through 9.1(h), in each case for which there shall be no limit to the amount recoverable by the Buyer Indemnified Parties, and (v) any inaccuracy in or breach of any representation or warranty set forth in Section 3.1 (Organization, Power and Authority), Section 3.3 (Authorization and Approval of Agreements), Section 3.4 (Effect of Agreement), Section 3.6 (Capitalization) and Section 3.9 (Tax Matters), for which the aggregate amount recoverable by all Buyer Indemnified Parties shall not exceed the amount of the Purchase Price plus the Earnout Amount payable to Seller. (c) Notwithstanding anything contained herein to the contrary contained contrary, the indemnification obligations of the Partners hereunder shall be several and proportionate (based on each Partner’s Pro Rata Interest), and not joint, except in this Agreementthe case of any Loss arising out of or related to fraud, willful breach or intentional misrepresentation of any Partner, in which case (i) the maximum aggregate liability of Seller the Partner who has committed such fraud, willful breach or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, intentional misrepresentation shall not exceed 20% of the Aggregate Consideration be unlimited and (ii) the maximum aggregate liability of Seller each Partner who did not commit the fraud, willful breach or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII intentional misrepresentation shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant amount equal to Section 7.2 or Section 7.3 such Partner’s Pro Rata Interest in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with Purchase Price plus the Earnout Amount payable to Seller. With respect to Losses arising out of or related to fraud, willful breach and/or intentional misrepresentation of any Partner, the Buyer Indemnified Parties shall first seek indemnification for such Losses less against the amount of Partner or Partners who committed the fraud, willful breach and/or intentional misrepresentation and, thereafter, shall seek indemnification for such Losses against any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying PartyPartner and/or Seller. (d) In no event Notwithstanding anything contained herein to the contrary, the aggregate amount recoverable by all Seller Indemnified Parties under this Article 9 from Buyer in connection with any representation, warranty, covenant or agreement herein shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or not exceed the Holdback Amount plus the Earnout Amount payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredSeller. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, Except as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained expressly provided elsewhere in this Agreement, (i) in no event shall there be any adjustments to the maximum aggregate liability Initial Purchase Price or Option Purchase Price or other remedies available to Buyer for any Title Defect asserted prior to the end of Seller the Claim Date or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) Option Claim Date (other than in respect of except as may otherwise be a breach of a Seller’s special warranty of title provided in the Assignment delivered at the Initial Closing or inaccuracy in any Fundamental Representations or any the Option Closing, as applicable) if the sum of all Title Defect Amounts and Environmental Defect Amounts for Title Defects and Environmental Defects asserted prior to the end of the representations Claim Date does not exceed 1.117647% of the aggregate of the Initial Purchase Price and warranties contained in Section 3.5Option Purchase Price (the “Defect Deductible”), (ii) Buyer will only be entitled to one recovery for a matter which constitutes a Title Defect even if such matter breaches another provision of this Agreement, and (iii) if the sum of all Title Defect Amounts and Environmental Defect Amounts exceeds the Defect Deductible, then any adjustments to the Initial Purchase Price or Option Purchase Price, as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments remedies provided by an Indemnifying Party Sellers pursuant to Section 7.2 or Section 7.3 in respect of any Loss 4.03 shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal applicable only to the aggregate amount portion thereof that exceeds the Defect Deductible. For the avoidance of doubt, it is understood that (1) the recovery shall be promptly made Defect Deductible is measured as to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damagesAssets as a whole, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided notwithstanding that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant adjustment to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereofInitial Purchase Price or Option Purchase Price, deductibles or retentions thereunder and increases in premiums as applicable, as a result thereof).of Title Defects and/or Environmental Defects may be less than the Defect Deductible, and

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, Article VIII: (i) the maximum aggregate Equityholder Indemnifying Parties shall have no liability under this ARTICLE VIII except with respect to claims for Losses with respect to a breach of Seller or Purchaser a Company Fundamental Representation pursuant to Section 8.02 in accordance with the terms and conditions of this Agreement; (ii) in no event shall the indemnification obligations of the Equityholder Indemnifying Parties under this Article VII VIII exceed an amount equal to the Aggregate Purchase Price received by the Equityholder Indemnifying Parties (the “Aggregate Indemnification Cap”); and (iii) in no event shall any Equityholder Indemnifying Party be liable under this Article VIII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other more than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% its Indemnification Percentage of the Aggregate Consideration and Indemnification Cap. Notwithstanding the foregoing, none of the foregoing limitations shall apply to or otherwise limit any claims relating to Fraud (ii) which, for the maximum aggregate liability avoidance of Seller or Purchaser for Losses indemnified under doubt, are not subject to the indemnification obligations set forth in this Article VII VIII). (other than in respect of Losses indemnified under Section 7.2(c)b) or Under no circumstances shall any Indemnified Party be entitled to indemnification pursuant to this Article VIII shall not exceed for punitive or exemplary damages (except to the Aggregate Considerationextent such damages are claimed by and required to be paid to a third party). (c) Payments The Indemnified Parties shall use their respective commercially reasonable efforts to mitigate all Losses in respect of which the Indemnified Parties may be entitled to indemnification pursuant to this Article VIII. (d) The amount of any Losses recoverable by an Indemnifying Party the Purchaser Indemnified Parties pursuant to Section 7.2 or Section 7.3 in respect of any Loss 8.02 shall be calculated net of, and reduced by, any (i) third party insurance proceeds received by the Purchaser Indemnified Parties under third party insurance policies (including under the R&W Insurance Policy) on account of such Losses; provided, that, the amount of Losses will include the aggregate amount of all reasonable out-of-pocket costs and expenses of recovery or collection (including reasonable attorneys’ fees and expenses and the amount of any amounts actually recovered deductible under the applicable policy) (collectively, “Recovery Costs”), or (ii) refunds of Taxes or reductions in the amount of Taxes payable by the Purchaser Indemnified Party Parties on account of such Losses. Notwithstanding anything to the contrary herein, prior to seeking any indemnification or recovery against the Equityholder Indemnifying Parties with respect to any Losses pursuant to Section 8.02, the Purchaser Indemnified Parties shall first use their commercially reasonable efforts to promptly recover under any other sources of indemnification and insurance policies, indemnities or other reimbursement arrangements including the R&W Insurance Policy, with respect to any Losses for which the Purchaser Indemnified Parties are entitled to indemnification under Section 8.02 to the extent such Losses are covered by such other sources or insurance polices (for the avoidance of doubt, without limiting the foregoing, using no less efforts to seek such recovery than they would if such Losses were not subject to indemnification under this ARTICLE VIII) (but, for the avoidance of doubt, only after the amount of any deductibles, retentions or similar costs of obtaining have been satisfied and only to the extent such recovery, including any resulting increase in premium or other costs of insurancepolicies cover such Losses). In the event that an insurance or other recovery under a third party insurance policy (including under the R&W Insurance Policy) is made actually received by any the Purchaser Indemnified Party Parties with respect to any Loss Losses for which any such Person has the Purchaser Indemnified Parties have been indemnified hereunder, then a refund shall be made to the Equityholder Indemnifying Parties by the Purchaser Indemnified Parties in accordance with written instructions provided by the Equityholders’ Representative, in an amount equal to the lesser of (i) the aggregate amount of such insurance recovery actually received by the recovery Purchaser Indemnified Parties, net of any Recovery Costs and of any Taxes imposed on the Purchaser Indemnified Parties in respect of such insurance recovery, and (ii) the amount of the indemnification payment previously received by the Purchaser Indemnified Parties pursuant to Section 8.02 with respect to such Losses. In the event that a third party indemnity payment is actually received by the Purchaser Indemnified Parties with respect to any Losses for which the Purchaser Indemnified Parties have been indemnified hereunder, then a refund shall be promptly made to the applicable Equityholder Indemnifying Party. Parties by the Purchaser Indemnified Parties in accordance with written instructions provided by the Equityholders’ Representative, in an amount equal to the lesser of (di) In no event shall the aggregate amount of such third party indemnity payment actually received by the Purchaser Indemnified Parties, net of any Indemnifying Party be liable to Recovery Costs and of any Taxes imposed on the Purchaser Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties Parties in respect of such third party indemnity payment, and (ii) the amount of the indemnification payment previously received by the Purchaser Indemnified Parties pursuant to Section 8.02 with respect to such Losses. Notwithstanding anything in this Section 8.05 to the contrary, no Indemnified Party shall (i) be required to maintain or renew any Third Party Claim for which insurance policies or any minimum amounts of coverage thereunder (other than under the R&W Insurance Policy), (ii) with respect to recovery from other sources of indemnification hereunder (other than under this Agreement or from insurance policies), be required to initiate, prosecute or maintain any Proceeding involving a Governmental Authority against such other source to mitigate any Losses to the extent such other source is a then current customer or supplier of the Purchaser Indemnified Parties or otherwise requiredhas a material business relationship with the Purchaser Indemnified Parties or (iii) make any claim against any insurance policy to the extent related to a matter that is excluded or otherwise carved out from coverage thereunder. (e) Each Notwithstanding anything to the contrary herein: (i) no Indemnified Party shall takebe entitled to indemnification under this ARTICLE VIII for any Losses for which an adjustment was made to the Aggregate Purchase Price hereunder, (ii) in the event any Purchaser Indemnified Party recovers any Losses with respect to a particular matter in respect of an indemnification claim made in accordance with this ARTICLE VIII, no other Purchaser Indemnified Party may recover the same Losses with respect to such matter in respect of a claim for indemnification under this Agreement, (iii) in the event any Equityholder Indemnified Party recovers any Losses with respect to a particular matter in respect of an indemnification claim made in accordance with this ARTICLE VIII, no other Equityholder Indemnified Party may recover the same Losses with respect to such matter in respect of a claim for indemnification under this Agreement, and (iv) the Purchaser Indemnified Parties acknowledge and agree that in the event a claim under the R&W Insurance Policy is denied and any Purchaser Indemnified Party’s actions (or inaction) is the sole cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation denial, such parties shall not be Losses indemnified hereunderentitled to indemnity by the Equityholder Indemnifying Party to the extent prejudiced thereby. (f) All Losses indemnified Except in the case of (i) claims for Fraud, (ii) claims relating to or arising from any breach after the Closing of any Post-Closing Covenants, (iii) claims for breach occurring after the Closing under any Transaction Document (other than this Agreement or the certificates delivered pursuant to Section 7.02(c) and Section 7.03(c) of this Agreement), or (iv) claims for equitable remedies, from and after the Closing, the rights to indemnification and payments set forth in ARTICLE VIII shall be the sole and exclusive remedy and recourse of the Indemnified Parties with respect to or relating to any breach of this Agreement or any of the transactions contemplated by this Agreement, regardless of the Law or legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract, tort or equity. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall, or shall be deemed or construed to, waive or release any claims relating to Fraud. (g) Any payments made to an Indemnified Party pursuant to this Agreement ARTICLE VIII shall be net treated, to the extent permitted by Law, as an adjustment to the purchase price for Tax purposes. (h) The Equityholder Indemnifying Parties shall not have and shall not exercise or assert (or attempt to exercise or assert) any right of contribution, right of indemnity or advancement of expenses or other right or remedy under any provisions of any Organizational Documents or indemnification agreement of any of the proceeds Company or its Subsidiaries against any of the Purchaser, Surviving Corporation, Company or its Subsidiaries or other Purchaser Indemnified Parties in respect of any third-party insurance coverage actually received by the Indemnified indemnification obligation or any other liability to which such Equityholder Indemnifying Party may become subject under this Agreement or any Transaction Document. (i) For purposes of this ARTICLE VIII (including for purposes of determining whether a representation or warranty has been breached and the amount of Losses subject to indemnification), the representations and warranties of the Company shall be deemed to not be qualified by, and shall be interpreted without giving effect to, any limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect,” except that the word “material” in the defined term “Material Contract” shall not be disregarded for any of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)purposes.

Limitations. Other than with respect to a Fraudulent Breach (a) Subject to for which the additional limitations set forth below in this Section 7.5Damage Threshold does not apply), Seller shall not be liable to the Purchaser no Parent Indemnified Parties for indemnification under Section 7.2(a) Party and Purchaser shall not be liable to the Seller no Company Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Party shall be entitled to bring recover any Damages with respect to a claim matter in an individual Claim set forth in a Claim Notice to which it is indemnified pursuant to Section 10.2(a) or 10.2(b), respectively, unless such Claim is made for only those Losses an amount of at least Ten Thousand Dollars ($10,000) (the “Damage Threshold”), at which time such Indemnified Party shall be entitled to be indemnified against and compensated and reimbursed for all such Damages in such Claim including Damages included in the Damage Threshold. Each Claim Notice shall be based upon assertions with a common sets of facts. Other than with respect to a Fraudulent Breach and other than with respect to the Surviving Obligations (for which the Damage Limit does not apply), no Parent Indemnified Party and no Company Indemnified Party shall be entitled to recover any Damages with respect to all matters in all Claims to which it is indemnified pursuant to Section 10.2(a) or 10.2(b), respectively, in excess of the Deductible. (b) Notwithstanding anything to Indemnification Reserves. Except for Fraudulent Breach by a Company Equity Holder in such Company Equity Holder’s capacity as such, in no event will the contrary contained in this Agreement, (i) the maximum aggregate individual liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect a Company Equity Holder exceed such Company Equity Holder’s pro rata share of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts Purchase Price proceeds such Company Equity Holder actually recovered by the Indemnified Party under insurance policies, indemnities receives or other reimbursement arrangements is entitled to receive. Other than with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss a Fraudulent Breach (for which any such Person has been indemnified hereunderthere are no limitations on remedies or damages), then a refund equal to the aggregate amount of the recovery remedies provided in this Article X shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by constitute the Indemnified Party (Party’s exclusive remedies for recovery against any Indemnitor for the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)matters set forth above.

Limitations. (a) Subject LEC Indemnified Parties’ sole recourse against the Seller for indemnification obligations pursuant to Section 9 shall be: (1) first, from the Escrow Fund to the additional limitations set forth below extent there remain funds in the Escrow Fund; and (2) second, subject to the other provisions of this Section 7.59.3, directly against the Seller. (b) The total Liability of the Seller shall not be liable to the Purchaser LEC Indemnified Parties for indemnification Damages under this Section 7.2(a) and Purchaser 9 shall not be liable to exceed: (i) in the Seller Indemnified Parties for indemnification under case of Damages arising from Section 7.3(a9.1(a)(i) (other than in respect of arising from a breach of or inaccuracy in any Fundamental Representations or any Representation), an amount equal to fifteen percent (15%) of the representations and warranties contained Total Adjusted Purchase Price; (ii) in the case of Damages arising from a breach of or inaccuracy in any Fundamental Representation, or Section 3.59.1(a)(ii), (iii), or (iv) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% amount of the Aggregate Acquisition Consideration; and (iii) no limitation shall apply to any Liability of the Seller for Damages arising from common law fraud or from willful breach of the Agreement by the Seller. (c) Except for a failure of LEC to pay the Aggregate Acquisition Consideration (for which failure the “Deductible”total Liability of LEC to the Company Indemnified Parties shall be the amount of such payment(s) owed plus all Damages incurred to collect such payment(s) owed), the total Liability of LEC to the Company Indemnified Parties for Damages under Section 9.1(b) shall not, in the aggregate, exceed the Closing Date Cash Consideration; provided, however, that nothing in which case this Agreement (including the Purchaser Indemnified Parties or the foregoing) shall limit any Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses Party’s recourse against LEC arising from (i) common law fraud or from willful breach of this Agreement or (ii) any breach of or inaccuracy in excess of the Deductibleany LEC Fundamental Representation. (bd) Notwithstanding anything to the contrary contained in this Agreement, (i) neither the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified LEC Indemnified Parties nor the Company Indemnified Parties shall be entitled to recover any Damages under Section 7.2(a9.1(a)(i) or Section 7.3(a9.1(b)(i), as applicable, unless and until the aggregate amount of all Damages for which they would otherwise be entitled to indemnification under such provision exceed one percent (1%) of the Total Adjusted Purchase Price (the “Indemnity Threshold”), at which point, such Indemnified Parties shall become entitled to be indemnified from the first dollar of Damages, subject to the limitations contained in Section 9.3(b) or (c), as applicable; provided, however, that the Indemnity Threshold shall not apply to any Damages related to the inaccuracy in or breach of any of the Fundamental Representations or LEC Fundamental Representations, common law fraud or willful breach of this Agreement. (e) If any LEC Indemnified Party receives an indemnification payment from the Seller, the Seller shall be entitled to exercise and shall be subrogated to any rights and remedies (including rights of indemnity, rights of contribution and rights of recovery) that such LEC Indemnified Party may have against any other Person with respect to any Damages, circumstance or matter to which such indemnification payment is related (other than in respect any Damages, circumstance or matter relating to Tax); provided, however, that such right of the Seller shall be limited to the extent of the indemnification payment received by such LEC Indemnified Party. Upon reasonable written request of the Seller and to the extent reasonably necessary to permit the Seller to exercise its rights of subrogation hereunder, LEC or the Company shall take such actions as are reasonably necessary to assign to the Seller any claim (or portion of a claim) either LEC or the Company has against such other Person with respect to the Damages, circumstance or matter to which such indemnification payment relates. (f) Absent common law fraud or absent willful breach of this Agreement, and subject to Section 10.2, the indemnification provisions contained in this Section 9 are intended to provide the sole and exclusive remedy following the Closing as to all money damages for any Action arising out of the subject matter of this Agreement (it being understood that nothing in this Section 9 or inaccuracy elsewhere in this Agreement shall affect the Parties’ rights to specific performance or other equitable remedies to enforce the Parties’ obligations under this Agreement). Nothing in this Agreement shall limit LEC’s recourse against the Seller pursuant to the terms of any Fundamental Representations document to which the Seller is a party, such as an acknowledgment and release or letter of transmittal. (g) After the Closing, the Seller shall not have any right of contribution against LEC or the Company, or any of their directors, officers or employees, for any breach of any representation, warranty, covenant or agreement of the Company. (h) Notwithstanding anything in this Agreement to the contrary, for purposes of the indemnification obligations under this Section 9, all of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller this Agreement or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified certificate furnished pursuant to this Agreement that are qualified as to materiality, Company Material Adverse Effect or any similar qualification or standard shall be net deemed to have been made without any such qualification or standard for purposes of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (determining the amount of Damages resulting from, arising out of or relating to any such proceeds determined net breach of all costs of recovery thereof, deductibles representations or retentions thereunder and increases in premiums as a result thereof)warranties.

Limitations. (a) Subject Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 5.16 or (B) any of the additional limitations set forth below in this Section 7.5Fundamental Representations, Seller shall not be liable to the Purchaser Buyer Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable any Losses with respect to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties matters contained in Section 3.510.2(a)(i)(A) unless and until the Purchaser Indemnified Parties aggregate of all Losses therefrom for which Seller would otherwise be liable exceeds an amount equal to $20 million less Losses claimed under the Contribution Agreement or the Seller Indemnified PartiesOriginal Purchase Agreement, as applicablewithout duplication, have incurred Losses in excess of 0.5% of and not recovered under either such agreement because and to the Aggregate Consideration extent the “Deductible” under either such agreement had not been satisfied (the “Deductible”) in the aggregate), in after which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall only be entitled to bring a claim liable for only those Losses in excess of the Deductible. (b) Notwithstanding anything Except with respect to the contrary contained in this Agreement, (i) the maximum aggregate liability Taxes or (ii) any Loss arising out of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a any breach of (A) any representation or inaccuracy warranty in any Fundamental Representations Section 5.16 or (B) any of the representations and warranties Fundamental Representations, Seller shall not be liable to the Buyer Indemnified Parties with respect to the matters contained in Section 3.510.2(a)(i)(A) for any individual Loss (or series of related Losses arising from a common set of facts), as applicableexcept to the extent such individual Loss (or series of related Losses arising from a common set of facts) exceeds $300,000 (the “Mini-Basket”), shall and any such individual Losses (or series of related Losses arising from a common set of facts) not exceed 20% in excess of the Aggregate Consideration and (ii) Mini-Basket will not be aggregated for purposes of calculating the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than Deductible in respect of Losses indemnified under Section 7.2(c10.4(a)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall Seller’s aggregate liability to the Buyer Indemnified Parties for Losses with respect to the matters contained in Section 10.2(a)(i)(A) exceed $156 million less Losses claimed under the Contribution Agreement or the Original Purchase Agreement, without duplication, and recovered under either such agreement (the “Cap”), except with respect to (i) Taxes or (ii) any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect Loss arising out of any Third Party Claim for breach of (A) any representation or warranty in Section 5.16 or (B) any of the Fundamental Representations, in which indemnification hereunder is otherwise required. (e) Each case Seller’s aggregate liability to Buyer Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified Parties pursuant to this Agreement Section 10.2(a)(i)(A) for such Losses shall be net of not exceed the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Total Purchase Price.

Limitations. (a) Subject Notwithstanding anything to the additional limitations set forth below in contrary herein, (a) the aggregate liability of the Company Stockholders and Noteholders for Damages under this Section 7.5, Seller Article VI shall not exceed the Escrow Shares and the sole remedy of the Buyer and the Transitory Subsidiary against the Company Stockholders and Noteholders under this Article VI (except as provided in Section 6.4(c)) shall be to make a claim against the Escrow Shares in accordance with the Escrow Agreement, and (b) the Company Stockholders and Noteholders shall be liable under this Article VI for only that portion of the aggregate Damages which exceeds $50,000, except for Damages resulting from any matter identified under Section 2.18 of the Disclosure Schedule, -36- 42 for which the Company Stockholders and Noteholders shall be liable for the full amount of such Damages, subject to the Purchaser Indemnified Parties for indemnification under Section 7.2(aprovisions of clause (a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductibleabove. (b) Notwithstanding anything to the contrary contained in this Agreementherein, (ia) the maximum aggregate liability of Seller or Purchaser the Buyer and the Transitory Subsidiary for Damages under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, VI shall not exceed 20% of the Aggregate Consideration $3,000,000, and (iib) the maximum aggregate liability of Seller or Purchaser for Losses indemnified Buyer and the Transitory Subsidiary shall be liable under this Article VII (other than in respect VI for only that portion of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationaggregate Damages that exceeds $50,000. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements Except with respect to such Losses less claims based on fraud, the amount rights of the Indemnified Persons under this Article VI shall be the exclusive remedy of the Indemnified Purchasers and Indemnified Stockholders with respect to claims resulting from or relating to any costs misrepresentation, breach of obtaining such recovery, including warranty or failure to perform any resulting increase covenant or agreement of the other party contained in premium this Agreement (provided that nothing contained in this Agreement shall limit or other costs restrict any right or remedy the Buyer or the Surviving Corporation may have under any Environmental Law). No Company Stockholder shall have any right of insurance. In contribution against the event that an insurance or other recovery is made by any Indemnified Party Company with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to breach by the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect Company of any Third Party Claim for which indemnification hereunder is otherwise requiredof its representations, warranties, covenants or agreements. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller Purchaser and its Affiliates shall not be liable entitled to recover for any Losses until such time as the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration aggregate to which Purchaser and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the “Deductible”) in the aggregate"PURCHASER LOSS THRESHOLD"), in at which case the time Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Purchaser Loss Threshold. In determining the amount of Losses for which the Purchaser or its Affiliates are entitled to be indemnified by Parent pursuant to Section 8.2(a) for a claim breach of, or inaccuracy in, any representation or warranty (but not for only those determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. In no event shall Parent's actual cumulative liability for Losses in excess connection with the Transactions exceed ten percent (10%) of the DeductiblePurchase Price; provided, however, that the foregoing limitations set forth in this Section 8.6(a) shall not apply to Losses that are recoverable pursuant to Parent's indemnification obligations under Section 8.2(d). Each Loss for which Purchaser or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds to which Purchaser or its Affiliates is entitled with respect to such Loss and (ii) any indemnity, contribution or other similar payment that Purchaser or its Affiliates receives from any third party with respect to such Loss. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or If Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than receives any payment from Parent in respect of any Losses pursuant to Section 8.2 and Purchaser could have recovered all or a breach part of or inaccuracy in such Losses from a third party (a "POTENTIAL CONTRIBUTOR") based on the underlying Claim, Purchaser shall, to the extent permitted by applicable Legal Requirement and any Fundamental Representations or any contractual provision, assign such of its rights to proceed against the representations and warranties contained in Section 3.5), Potential Contributor as applicable, shall not exceed 20% are necessary to permit Parent to recover from the Potential Contributor the amount of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationsuch payment. (c) Payments Parent and its Affiliates shall not be entitled to recover for any Losses until such time as the Losses in the aggregate to which Parent and its Affiliates are entitled to be indemnified hereunder exceed $250,000 (the "SELLER LOSS THRESHOLD"), at which time Parent shall be entitled to be indemnified against and compensated and reimbursed for all such Losses, including the amount of the Seller Loss Threshold; provided, however, that the foregoing limitation set forth in this Section 8.6(c) shall not apply to Losses that are recoverable pursuant to Purchaser's indemnification obligations under Section 8.3(d). In determining the amount of Losses for which the Seller or its Affiliates are entitled to be indemnified by an Indemnifying Party Purchaser pursuant to Section 7.2 8.3(a) for a breach of, or Section 7.3 in respect inaccuracy in, any representation or warranty (but not for determining whether a breach of any representation or warranty has occurred or an inaccuracy in any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. In no event shall Purchaser's actual cumulative liability for Losses in connection with the Transactions exceed ten percent 10% of the Purchase Price. Each Loss for which Parent or its Affiliates is entitled to recovery shall be reduced by (i) the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities proceeds to which Parent or other reimbursement arrangements its Affiliates is entitled with respect to such Losses less the amount of Loss and (ii) any costs of obtaining such recoveryindemnity, including any resulting increase in premium contribution or other costs of insurance. In the event similar payment that an insurance Parent or other recovery is made by its Affiliates receives from any Indemnified Party third party with respect to any such Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In Notwithstanding any other provision of this Agreement to the contrary, in no event shall any Indemnifying Party be liable Losses include a party's incidental or consequential damages or special or punitive damages to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredsuch party. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything contained herein to the additional limitations set forth below contrary, Seller’s aggregate liability in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties respect of any obligation for indemnification Losses under Section 7.2(a) and Purchaser (except in the case of Fraud), shall not be liable exceed an amount equal to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any amount of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductiblePurchase Price. (b) Notwithstanding anything contained herein to the contrary contained in this Agreementcontrary, (i) the maximum Purchaser’s aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach any obligation for Losses under Section 7.2(b) (except in the case of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5Fraud), as applicable, shall not exceed 20% an amount equal to the amount of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationPurchase Price. (c) Payments The amount of any indemnification payable under this Article VII in respect of a claim for indemnification pursuant to Section 7.2 shall be reduced by an amount equal to the proceeds actually received by a Purchaser Indemnitee or Wafra Indemnitee, as applicable, under any insurance policy or from any third party in respect of such claim less all actual and reasonable out-of-pocket costs and expenses incurred by such Purchaser Indemnitee or Wafra Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable and documented out-of-pocket attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of, or arising from, such claim or Losses). Each Purchaser Indemnitee and Wafra Indemnitee shall use its, his or her commercially reasonable efforts to pursue any insurance recovery or third-party recovery available to it with respect to any Loss for which such Purchaser Indemnitee or Wafra Indemnitee seeks indemnification pursuant to this Article VII (including during the period following any payment to such Purchaser Indemnitee or Wafra Indemnitee in respect of such indemnification); provided, that the possibility that insurance proceeds may be realized by such Purchaser Indemnitee or Wafra Indemnitee shall not delay payment or indemnification of such Losses by the party against whom indemnification is sought pursuant to this Article VII. If any Person has paid an amount in discharge of any Indemnity Claim and the indemnified Person recovers from an insurance policy or from a third party a sum which indemnifies or compensates such Person in respect of the Losses which are the subject matter of such claim, such Person shall pay to the Indemnifying Party as soon as practicable after receipt thereof an amount equal to the lower of (i) the amount actually received by such Person from the Indemnifying Party in respect of such claim and (ii) any sum recovered from the third party, in each case, less all reasonable out-of-pocket costs and expenses incurred by such Purchaser Indemnitee or Wafra Indemnitee in connection with obtaining such insurance proceeds or third-party recovery and any Tax suffered thereon. (d) No Person shall be entitled to recover from an Indemnifying Party or any Affiliate thereof more than once with respect to the same Loss (i.e. no double-counting). For the avoidance of doubt, claims for indemnification pursuant to Section 7.2 or Section 7.3 in respect of any Loss may be made based upon a liability which is contingent at the time such claim is made; provided, however, that no Person shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect entitled to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party recover with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partyclaim unless and until such liability becomes an actual liability. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Except in the case of fraud, the Parent Indemnified Parties, as a group, may not recover any Losses pursuant to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for an indemnification claim under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) 8.02 unless and until the Purchaser Indemnified Parties or the Seller Parent Indemnified Parties, as applicablea group, shall have incurred paid at least $50,000 in Losses in excess of 0.5% of the Aggregate Consideration aggregate (the “DeductibleThreshold Amount”) in the aggregate), in which case the Purchaser Parent Indemnified Parties or shall be entitled to recover all such Losses in excess of such Threshold Amount. (b) Except in the Seller case of fraud, the Parent Indemnified Parties’ sole and exclusive source of recovery for indemnification claims under Section 8.02 shall (i) first, be against any unvested Second Tranche Shares (valued at the Indemnification Per Share Valuation), as applicableset forth in Section 8.05, and second, be recourse against the Edge Note and (ii) be limited, in the aggregate, to $2,000,000. (c) In the case of any claim of fraud that is not limited to recourse as set forth in Section 8.04(b), subject to Section 8.06, the Parent Indemnified Parties shall be entitled to bring a claim indemnification claims against CBD Holding for only those Losses the portion of any Loss for which indemnification is not satisfied by the recourse provided for in excess Section 8.04(b) above (an “Excess Loss”), and CBD Holding will be liable for the Excess Losses, and CBD Holding will be liable in respect of such indemnification claim;provided, however, that liability of CBD Holding for all claims of fraud and indemnification claims under Section 8.02 shall be limited, in the aggregate, to the aggregate value of the DeductibleParent Payment Shares actually received by CBD Holding pursuant to Section 2.06 (it being understood that, for these purposes, each Parent Payment Share shall be valued at the Indemnification Per Share Valuation);provided, further, however, that that the foregoing shall not limit the liability of a Company Member who has committed fraud with respect to such fraud. (bd) Notwithstanding anything Except in the case of fraud, the Company Member Indemnified Parties, as a group, may not recover any Losses pursuant to an indemnification claim under Section 8.03 unless and until the Company Member Indemnified Parties, as a group, shall have paid Losses in the aggregate that exceed the Threshold Amount, in which case the Company Member Indemnified Parties shall be entitled to recover all such Losses, including such amounts as comprised any portion of such Threshold Amount;provided, however, that no indemnification claim asserting Losses (including any Losses arising out of the same or any series of related facts and circumstances) in an amount equal to or less than $50,000 will count toward the calculation of the Threshold Amount. (e) Except in the case of fraud, the liability of Parent for indemnification claims under Section 8.03 shall be limited, in the aggregate, to $2,000,000. (f) In the case of indemnification claims for cases of fraud, the aggregate liability of Parent for such indemnification claims shall be limited to the contrary contained in this Agreementaggregate value of the Parent Payment Shares actually received by the Company Members pursuant to Section 2.06, (it being understood that, for these purposes, each Parent Payment Share shall be valued at the Indemnification Per Share Valuation. (g) Except for a claim of fraud, (i) the maximum aggregate liability of Seller no Indemnified Party shall be required to show reliance on any representation, warranty, certificate or Purchaser under this Article VII other agreement in order for Losses indemnified under Section 7.2(a) such Indemnified Party to be entitled to indemnification, compensation or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5)reimbursement hereunder, as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) no Indemnified Party shall be permitted to assert, and no Indemnifying Party shall have any liability for, any indemnification claim asserting Losses (including any Losses arising out of the maximum aggregate liability same or any series of Seller related facts and circumstances) in an amount equal to or Purchaser for Losses indemnified under this Article VII (other less than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration$100,000. (ch) Payments by an Indemnifying Party pursuant No Company Member shall have any right of contribution, indemnification or right of advancement from the Surviving Company, Surviving LLC or Parent with respect to Section 7.2 or Section 7.3 in respect of any Loss for which the Parent Indemnified Parties is entitled to indemnification under Section 8.02. (i) The obligations of the Indemnifying Parties to indemnify any Indemnified Party for any Loss hereunder shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policiesproceeds, indemnities indemnification payments, contribution payments, reimbursements or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage payments actually received by the Indemnified Party (the amount Parties in respect of such proceeds determined Losses or any of the events or circumstances giving rise to such Losses, in each case, net of all any costs of recovery thereofor expenses incurred in obtaining such insurance, deductibles indemnification, contribution or retentions thereunder and reimbursement, including any increases in insurance premiums as a result thereofresulting from any insurance recovery), and, to the extent any such amounts are received after satisfaction of an indemnification claim against the Indemnifying Parties, the Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Parties the aggregate amount so received (each Company Member being entitled to their Pro Rata Portion of such amounts). (j) Notwithstanding anything to the contrary set forth herein, no Indemnified Party shall be entitled to indemnification for any Losses based on or arising out of the same set of facts or circumstances under more than one claim for indemnification hereunder, regardless of whether such facts or circumstances would give rise to multiple claims for indemnification hereunder.

Limitations. (a) Subject to the additional limitations set forth below Section 10.4, notwithstanding any provision contained in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) Agreement or in any Ancillary Agreement (other than in respect of a breach of the Escrow Agreement), or inaccuracy in any Fundamental Representations schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith to the contrary, in no event shall the Seller be liable for (i) any of claim for Damages under this Agreement or under any Ancillary Agreement (other than the representations and warranties contained Escrow Agreement), or in Section 3.5) unless and any schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith until the Purchaser such time as all Damages suffered by all Buyer Indemnified Parties hereunder that are otherwise indemnifiable under this Agreement or under any Ancillary Agreement (other than the Seller Indemnified PartiesEscrow Agreement), as applicableor in any schedule, have incurred Losses certificate, instrument, agreement or document delivered in excess connection herewith or therewith shall exceed a threshold of 0.5% of * * * * in the Aggregate Consideration aggregate (the “Deductible”) in the aggregate), in after which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for point only those Losses claims in excess of the DeductibleDeductible shall be recoverable and (ii) all indemnification obligations of Seller in respect of Damages under this Agreement or under any Ancillary Agreement (other than the Escrow Agreement), or in any schedule, certificate, instrument, agreement or document delivered in connection herewith or therewith shall not in the aggregate exceed * * * * (the “Claims Limitation”), which amounts shall be paid first from the Escrow Account; provided, however, that the Deductible and the Claims Limitation shall not apply * * * * *. For purposes of clarity, the Deductible shall not reduce Seller’s indemnification obligation hereunder to less than * * * *. (b) Notwithstanding anything to the contrary contained in The amount of any Damages for which indemnification is provided under this Agreement, Article X shall be (i) reduced by any amounts actually received by the maximum aggregate liability of Seller or Purchaser Indemnitee under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in insurance policies with respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration to such Damages and (ii) deemed adjustments to the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationPurchase Price. (c) Payments by an Indemnifying Party Seller agrees that its and all Seller Indemnified Parties’ sole and exclusive remedies at law or in equity for Damages for any matters arising from this Agreement, the Ancillary Agreements (other than the Escrow Agreement) and any schedule, certificate, instrument, agreement or document delivered pursuant to Section 7.2 hereto or Section 7.3 in respect of any Loss thereto shall be reduced by the amount of rights to indemnification set forth in this Article X. Buyer agrees that its and all Buyer Indemnified Parties’ sole and exclusive remedies at law and in equity for Damages for any amounts actually recovered by matters relating to or arising from this Agreement (other than injunctive relief under Section 12 and Annexes 1 and 2) the Indemnified Party under insurance policiesAncillary Agreements (other than the Escrow Agreement) and any schedule, indemnities certificate, instrument, agreement or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium document delivered pursuant hereto or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery thereto shall be promptly made the rights to the applicable Indemnifying Party.indemnification set forth in this Article X. (d) In no event Buyer shall any Indemnifying Party be liable look first to any Indemnified Party the Escrow Account for any punitive or treble damages, other than indemnification recovery for amounts paid or payable Damages subject to third parties in respect of any Third Party Claim for which indemnification hereunder until such time as the Escrow Amount is otherwise requiredexhausted by claims or distributed to the Seller. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation Neither Buyer nor Seller shall be Losses indemnified hereunder. liable to the other for punitive damages in connection with direct claims against the other (f) All Losses indemnified pursuant to this Agreement shall be net i.e., claims other than those asserted by a third party). Buyer and Seller acknowledge and agree that punitive damages awarded in connection with a third party claim that is indemnifiable hereunder are direct damages of the proceeds of any third-party insurance coverage actually received by Indemnitee and are fully recoverable hereunder subject to the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)limitations above.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser In any case where an Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than Party recovers from third Persons any amount in respect of a breach of or inaccuracy in any Fundamental Representations or any matter with respect to which an Indemnitor has indemnified it pursuant to this Article XI, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the representations and warranties contained expenses incurred by it in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiesprocuring such recovery), as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses but not in excess of the Deductibleamount by which any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter would have been reduced if such recovery had been taken into account. (b) Notwithstanding anything If Aon is conducting any defense against a third Person claim for which a Buyer Group Member has sought indemnification pursuant to the contrary contained Section 11.1(a), expenses incurred by Aon in this Agreementconnection therewith, (i) including legal costs and expenses, shall constitute Expenses for purposes of determining the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under amount to be paid by Aon pursuant to Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.511.1(a), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 Aon shall not have any liability for any inaccuracy in or Section 7.3 in respect breach of any Loss shall be reduced representation or warranty by the amount Aon if ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇ had actual knowledge on or before date of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount this Agreement of the recovery shall be promptly made to the applicable Indemnifying Partyfacts as a result of which such representation or warranty was inaccurate or breached. (d) In no event Except for remedies that cannot be waived as a matter of law and equitable remedies (including specific performance), if the Closing occurs, this Article XI shall be the exclusive remedy for breaches of this Agreement (including any Indemnifying Party be liable covenant, obligation, representation or warranty contained in this Agreement or in any certificate delivered pursuant to any Indemnified Party for any punitive this Agreement) or treble damages, other than indemnification for amounts paid or payable to third parties otherwise in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthe sale of the Shares contemplated hereby. (e) Each Indemnified Party Except for matters under Sections 11.1(a)(iii) and (iv) and Sections 11.2(a)(iii) and (iv), in no event shall takeany party be liable for any special, and cause its Affiliates to takeincidental, consequential (including loss of revenues or profits), exemplary or punitive damages arising under any legal or equitable theory or arising under or in connection with this Agreement, all commercially reasonable steps to mitigate of which are hereby excluded by agreement of the parties regardless of whether or not any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant party to this Agreement shall be net has been advised of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount possibility of such proceeds determined net damages. For the avoidance of all costs of recovery thereofdoubt, deductibles with respect to matters under Sections 11.1(a)(iii) and (iv) and Sections 11.2(a)(iii) and (iv), Losses and Expenses shall include special, incidental, consequential, exemplary or retentions thereunder and increases in premiums as a result thereof).punitive

Limitations. (a) Subject Notwithstanding the provisions of this Article IX other than Section 9.7, neither Parent nor the Sellers nor the Purchasers shall have any indemnification obligations for Losses under Section 9.2 unrelated to any Tax matter unless the aggregate amount of all such Losses exceeds $500,000 (the “Basket”), at which point the Indemnifying Party shall be obligated to indemnify the Indemnified Party for the entire amount of any such Loss. In no event shall the aggregate indemnification to be paid by (i) Parent or Sellers under Section 9.2(a) exceed an amount equal to the additional sum of (x) $12,900,000 (inclusive of amounts paid into the Indemnity Escrow Account) and (y) any amounts actually paid by Parent or the Sellers to the Purchasers out of the ETA Escrow Account and the Adjustment Escrow Account (the “Cap”) or (ii) the Purchasers under Section 9.2(b)(i) exceed the Cap; provided, however, that the foregoing limitations set forth below in this Section 7.5, Seller shall not be liable apply to any indemnification obligations for Losses (x) arising from fraud, (y) under Section 9.2(a)(i) with respect to breaches of the Seller Fundamental Representations, or (z) under Section 9.2(b)(i) with respect to breaches of the Purchaser Indemnified Parties for Fundamental Representations; provided, further, that in no event shall the aggregate indemnification to be paid by (A) Parent and/or Sellers under Section 7.2(a9.2(a)(i) and Purchaser shall not be liable with respect to breaches of the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any with respect to fraud exceed the Purchase Price, or (B) the Purchasers under Section 9.2(b)(i) with respect to breaches of the representations and warranties contained in Section 3.5) unless and until Purchaser Fundamental Representations or with respect to fraud exceed the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductiblePurchase Price. (b) Notwithstanding anything to the contrary contained in this Agreementherein, (i) the maximum aggregate liability of Seller or Purchaser Indemnified Parties shall not be entitled to indemnification under this Article VII Agreement with respect to any Losses to the extent that such Losses (A) are Liabilities set forth on the Conclusive Net Working Capital Statement (up to the amount set forth thereon therefor), (B) are Liabilities set forth on any Schedule (except with respect to any matter disclosed on any Schedule, any Losses for Losses indemnified under which a Purchaser Indemnified Party is entitled to indemnification pursuant to Section 7.2(a9.2(a)(iii)), (C) arise solely out of changes after the date of this Agreement in applicable Law or Section 7.3(ainterpretations or applications thereof by a Governmental Authority, or (D) are attributable to Taxes attributable to post-Closing taxable periods (or portions thereof) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any Taxes attributable to breaches of the representations and warranties contained in Section 3.53.7(g)), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for all Losses indemnified under this Article VII (other Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than in respect of Losses indemnified under Section 7.2(c)) one representation, warranty, covenant or Article VIII shall not exceed the Aggregate Considerationagreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect The amount of any Loss Indemnified Losses for which indemnification is provided under this Article IX shall be reduced by the amount net of any amounts actually recovered and received by the Indemnified Party under insurance policies, indemnities indemnification agreements or other reimbursement arrangements otherwise with respect to such Indemnified Losses. The Indemnified Parties shall use their commercially reasonable efforts to pursue any available insurance policies or collateral sources. No party shall have any right to indemnification under this Article IX with respect to any Losses less to the amount extent such Losses arise to any material respect out of any costs action or knowing inaction of obtaining such recovery, including party. No Indemnified Party shall have any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by right to assert any Indemnified claim against any Indemnifying Party with respect to any Loss for which any such Person has been indemnified hereunderLoss, then a refund equal cause of action or other claim to the aggregate amount extent such Loss is a Loss, cause of action or claim with respect to which such Indemnified party or any of its Affiliates has taken action (or caused action to be taken) with the recovery shall primary intent of accelerating the time period in which such matter is asserted or payable in order to cause a claim to be promptly made prior to the applicable Indemnifying Partydate of expiration survival set forth in Section 9.1. (d) In no event shall any If an Indemnifying Party be liable pays an amount to any an Indemnified Party pursuant to a claim for indemnification under Section 9.2 and such Indemnified Party actually received or realized in connection therewith, during the three taxable years following the Closing Date, any punitive refund or treble damagesany reduction of, other than or credit against, its Tax liabilities in or prior to the taxable year in which the indemnification for amounts amount is paid (an “Indemnification Tax Benefit”), such Indemnified Party shall pay to the Indemnifying Party an amount that is equal to the Indemnification Tax Benefit; provided, however, that (A) any Taxes that are imposed on such Indemnified Party as a result of a disallowance or payable to third parties in respect reduction of any Third Indemnification Tax Benefit actually paid to the Indemnifying Party Claim shall be treated as a Tax for which indemnification hereunder the Indemnifying Party is otherwise requiredobligated to indemnify such Indemnified Party pursuant to Section 9.2 hereof; and (B) nothing in this Section 9.5(d) shall require the Indemnified Party to disclose any confidential information to the Indemnifying Party (including its Tax Returns). (e) Each The Indemnified Party Parties shall take, and cause its Affiliates to take, all use commercially reasonable steps efforts to mitigate any Loss all Losses upon and after becoming aware of any event or circumstance that would which could reasonably be reasonably expected to, or does, to give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderto Losses. (f) All Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person (including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof), other than consequential, incidental, indirect, special or punitive damages (including loss of future revenue, income or profits, diminution in value or losses or business reputation or opportunity), in each case, that a third party recovers pursuant to any Third-Party Claim. (g) Upon payment in full of any indemnification claim pursuant to Section 9.3, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim. The Indemnified Parties shall permit the Indemnifying Party to use the name of such Indemnified Parties in any transaction or in any action or proceeding or other matter involving any of such rights, and the Indemnified Parties shall assign or otherwise reasonably cooperate with the Indemnifying Parties, at the cost and expense of the Indemnifying Parties, to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses indemnified for which indemnification has been received pursuant to this Agreement shall be net Agreement. If any indemnification payment is received by any Indemnified Party from an Indemnifying Party pursuant to Section 9.3, and such Indemnified Party later receives a payment from another Person in respect of the proceeds of any third-party insurance coverage actually received by the related Losses, such Indemnified Party (shall promptly pay to such Indemnifying Party or its designee an amount equal to the amount of such proceeds determined net payment received from such other Person to the extent such payment would result in a collection of all costs of recovery aggregate amounts for such Indemnified Loss greater than the amount thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding anything to the additional contrary contained in this Agreement or in any of the other Transaction Documents, the parties’ respective indemnification obligations under this Agreement shall be subject to the limitations set forth below contained in this Section 7.510.6. 10.6.1 Buyer shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party, and Seller shall not be liable required to indemnify, defend or hold harmless any Buyer Indemnified Party, for any inaccuracy in or breach of a representation or warranty pursuant to Section 10.1.1 or 10.2.1, as applicable, the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to aggregate amount of all such Losses of the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Buyer Indemnified Parties, as applicablerespectively, have incurred Losses in excess of 0.5% of the Aggregate Consideration exceeds an aggregate amount equal to $307,292 (the “Deductible”) in ), after which event the aggregate, in which case the Purchaser Seller Indemnified Parties or the Seller Buyer Indemnified Parties, as applicable, shall be entitled to bring a claim recover for only those all Losses in excess of the Deductible, subject to the other terms of this Agreement. 10.6.2 Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnified Parties, and Seller shall not be required to indemnify, defend or hold harmless the Buyer Indemnified Parties, for Losses in excess of an aggregate amount equal to 100% of the Purchase Price; provided, however, that the foregoing limitation shall not apply to (a) the payment of the Purchase Price by Buyer to Seller, (b) Notwithstanding anything any indemnification pursuant to any of Sections 10.1.3 or 10.2.3, as applicable, or (c) any indemnification arising out of a breach by Seller of its representation and warranty in Sections 3.1.4 (second, third and penultimate sentences only) above. 10.6.3 The parties agree, for themselves and on behalf of their respective Affiliates, successors and assigns, that with respect to each indemnification obligation under this Agreement or any of the contrary contained other Transaction Documents, the amount of any Losses shall be reduced by the amount, if any, of any federal, state or local income Tax benefit realized or any insurance proceeds received. 10.6.4 The parties agree that, except as otherwise expressly provided elsewhere in this AgreementAgreement or in any other Transaction Document, (i) the maximum aggregate liability indemnification provisions of Seller or Purchaser under this Article VII 10 shall be the sole and exclusive remedy for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a any breach of or inaccuracy in any Fundamental Representations representation, warranty, covenant or agreement contained in this Agreement or in any of the representations and warranties contained in Section 3.5)other Transaction Documents; provided, as applicable, that either party shall not exceed 20% be entitled to seek specific performance of the Aggregate Consideration and (ii) other party’s obligation to close the maximum aggregate liability of Seller or Purchaser for Losses indemnified under transaction contemplated by this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationAgreement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each 10.6.5 No Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event seek or circumstance that would be reasonably expected entitled to, or doesaccept payment of, give rise theretoany award or judgment for consequential, provided that incidental, special, indirect or punitive damages or lost profits suffered by such Indemnified Party, whether based on statute, contract, tort or otherwise, and whether or not arising from the Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault. 10.6.6 Seller shall have no indemnification obligation hereunder to the extent any costs Losses arose out of or resulted from the inaccuracy of any representation or warranty of Seller, and Buyer or any Affiliate of Buyer had actual knowledge of such mitigation inaccuracy prior to the execution and delivery of this Agreement by Buyer. For purposes of this Section, the term “actual knowledge” means the actual knowledge of any one or more of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, or S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Additionally, Buyer shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant deemed to this Agreement shall be net of the proceeds have “actual knowledge” of any third-party insurance coverage actually received fact which has been disclosed in writing by the Indemnified Party (the amount Seller, its Affiliates or their respective officers, employees, agents or representatives to any outside attorney or accountant of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Buyer.

Limitations. (a) Subject to Section 10.03(c), the additional limitations set forth below in this Section 7.5, Seller Securityholder Indemnitors shall not be liable required to the Purchaser Indemnified Parties make any indemnification payment pursuant to Section 10.02(a)(i) for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than any inaccuracy in respect of a or breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained of the Company in Section 3.5) unless and until the Purchaser Indemnified Parties this Agreement or the Seller Indemnified Parties, Company Closing Certificate until such time as applicable, the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred Losses in excess of 0.5% by any one or more of the Aggregate Consideration Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds an amount equal to $750,000 in the aggregate (the “Deductible”) in (it being understood that if the aggregatetotal amount of such Damages exceeds the Deductible, in which case then the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, Parent Indemnitees shall be entitled to bring a claim be indemnified against and compensated and reimbursed for only those Losses such Damages in excess of the Deductible). (b) The maximum Liability of the Securityholder Indemnitors under Section 10.02(a)(i) shall be equal to the Escrow Amount. The Parent Indemnitees shall recover all Damages under this Article 10 |US-DOCS\123754940.16|| first from the Escrow Fund before such Parent Indemnitees shall be entitled to recover any Damages directly from any Securityholder Indemnitor. (c) Subject to any other limitations applicable under this Article 10, the limitations set forth in Section 10.03(a) and Section 10.03(b) shall not apply to any claim for indemnification made pursuant to Section 10.02(a)(i) to the extent such claim arises from or is a result of or directly or indirectly connected with, any breach of a Company Fundamental Representation, a Company Special Representation or any Fraud by the Company with respect to any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement (including the Company Closing Certificate). (d) Section 10.03(c) notwithstanding, the maximum Liability of the Securityholder Indemnitors under Section 10.02(a)(i) to the extent such claim arises from or is a result of or directly or indirectly connected with, any breach of a Company Special Representation, shall be equal to forty-five million dollars ($45,000,000) (the “SR Cap”). (e) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss claims for indemnification for which any such Person has been indemnified hereunder, then a refund the maximum Liability of the Indemnitors is not equal to the aggregate amount of Escrow Amount or the recovery shall be promptly made to the applicable Indemnifying Party. (d) In SR Cap, in no event shall any Indemnifying Party Securityholder Indemnitor be liable to any Indemnified Party the Parent Indemnitees for Damages under this Article 10 in excess of the amount of the Aggregate Merger Consideration Value actually received by such Securityholder Indemnitor; provided, however, that the limitations set forth in this Section 10.03(e) shall not apply with respect to a Securityholder Indemnitor in the event such Securityholder Indemnitor commits Fraud, in which event such Securityholder Indemnitor shall be liable to the Parent Indemnitees for the full amount of Damages resulting from, arising out of or related to such Securityholder Indemnitor’s own Fraud (but, for the avoidance of doubt, no Securityholder Indemnitor shall be liable for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect Fraud of any Third Party Claim other Securityholder Indemnitor); provided, further, however, except with respect to Fraud as described in the immediately preceding provision, a Securityholder Indemnitor shall not be liable for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall takeany Damages in excess of its, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event his or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs her Pro Rata Share of such mitigation shall be Losses indemnified hereunderDamages. (f) All Losses indemnified For all purposes under this Article 10, shares of Parent Stock received pursuant to the terms of this Agreement shall be net valued at the Parent Stock Price. The Parties hereto acknowledge that the Parent Stock Price only reflects an agreed-upon amount as to the value of Parent Stock solely for purposes of satisfying any Damages under this Article 10 and is not intended to be, nor is it, deemed to constitute the proceeds fair market value of Parent Sock at any given time. (g) For purposes of this Article 10, when determining whether a breach, inaccuracy or failure has occurred and the amount of Damages incurred by an Indemnitee, each representation or warranty in this Agreement shall be interpreted without reference or giving effect to any materiality qualification or limitation set forth in such representation and warranty, including, as applicable, the terms “material,” “materiality,” “in all material respects,” “Company Material Adverse Effect” and “Parent Material Adverse Effect.” (h) Payments due under this Article 10 shall be limited to the amount of any third-party Damages (including any additional Taxes imposed on or incurred by the Indemnitee in connection with the related indemnification payments) that remain after deducting therefrom the amount of any insurance coverage proceeds, and any indemnity, contribution, or other similar payment that is actually received by the Indemnified Party Indemnitee in respect of any such claim (net of any deductible or any other expense or Taxes incurred by the Indemnitee in obtaining or receiving such recovery); provided, that the Indemnitee shall be under no obligation hereunder to seek any such payments. In addition, payments due under this Article 10 shall be reduced by |US-DOCS\123754940.16|| the amount of such proceeds determined net of all costs of recovery thereofany actual reduction in Taxes paid by Parent, deductibles the Company, the Surviving Corporation or retentions thereunder and increases in premiums their Affiliates as a result thereofof any Tax benefit obtained as a result of incurring the applicable Damages to the extent such Tax benefit is actually realized in the taxable year that such Damages were incurred or the subsequent tax year (determined on a with and without basis and treating any such benefit as the last item of deduction for the applicable taxable year). (i) Notwithstanding anything to the contrary in this Agreement, the Securityholders shall not be liable for (i) any Taxes of the Company incurred on the Closing Date after the Closing resulting from actions by Parent that are outside the ordinary course of business of the Company consistent with past practices, other than actions contemplated pursuant to this Agreement, (ii) any Taxes that have been taken into account in determining the Aggregate Merger Consideration Value, (iii) any Taxes with respect to a taxable period (or portion thereof) that begins after the Closing Date incurred as a result of a reduction in the amount, value or condition of, or any limitations on, any Tax asset or attribute of the Company (e.g., net operating loss, net operating carryforward, Tax basis or Tax credits), or (iv) any Taxes resulting from an election made under Section 338 of the Code or under any comparable provisions of any other state, local or foreign laws with respect to the Mergers. (j) No Indemnitee shall be entitled to double recovery for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this Agreement. (k) The Parties agree that the indemnification provisions contained in this Article 10 are the sole and exclusive remedy following the Closing as to all claims and Damages any Indemnitee may incur arising from or relating to this Agreement; and each of the Parties, on behalf of itself and its equity owners, trustees, directors, managers, officers, employees, and Affiliates, agrees not to bring any actions or proceedings, at law, equity or otherwise, against any other Party or its equity owners, directors, managers, officers, employees, and Affiliates, in respect of any claims or Damages arising from or relating to this Agreement or the Transactions (it being understood that nothing in this Section 10.03(g) or elsewhere in this Agreement shall (i) affect the Parties’ rights to specific performance in accordance with Section 11.03 with respect to the covenants referred to in this Agreement or to be performed after the Closing, (ii) apply to claims in respect of matters to be resolved pursuant to Section 2.07, (iii) limit claims for Fraud against the Person who committed such Fraud or (iv) affect any rights arising out of claims a party to an Ancillary Agreement may have under such Ancillary Agreement, including the Letters of Transmittal and other Exchange Documents delivered pursuant to Section 2.08(b)(ii) or (v) apply to Section 11.01, which shall be enforceable by the Securityholder Representative in its entirety against the Securityholders).

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreementherein, (i) the maximum aggregate liability of Seller or Purchaser each Indemnifying Stockholders for Damages under this Article VII VI shall not exceed 50% of the Value of the Merger Shares received by it or placed into escrow on its account and, (ii) the Indemnifying Stockholders shall not be liable under this Article VI unless and until the aggregate Damages for Losses indemnified under which they would otherwise be liable exceed $1,000,000 (at which point the Indemnifying Stockholders shall become liable for the aggregate Damages, and not just amounts in excess of $1,000,000); provided that the limitation set forth in clause (ii) above shall not apply to a claim pursuant to Section 7.2(a6.1(a) or Section 7.3(a) (other than in respect of relating to a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained set forth in Sections 2.1, 2.2 or 2.3 (or the portion of the Company Certificate relating thereto) or to a breach of the covenants set forth in Section 3.5)4.8. For purposes solely of determining the amount of Damages pursuant to clause (ii) of the preceding sentence, all representations and warranties of the Company in Article II (other than Section 2.34) shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) The Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. However, the rights of the Buyer under this Article VI shall not be limited to the Escrow Amount (as defined in the Escrow Agreement) but such rights shall be limited as set forth in Section 6.4(a) as to the aggregate liability of the Indemnifying Stockholders, nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights; provided that (i) the Buyer shall not attempt to collect any Damages directly from the Indemnifying Stockholders unless there are no remaining Escrow Shares held in escrow pursuant to the Escrow Agreement, in which event the Buyer shall be entitled to receive payment of the Claimed Amount or Agreed Amount, as is applicable, shall not exceed 20% by wire transfer or check, or collect from the Indemnifying Party such number of Merger Shares actually received by the Aggregate Consideration Indemnifying Party having an aggregate Value equal to the Claimed Amount or Agreed Amount, as the case may be, and (ii) with respect to any claim pursuant to Section 6.1(b), such claim shall be paid first out of the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed Escrow Shares attributable to the Aggregate ConsiderationCompany Stockholder liable thereunder. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements Except with respect to such Losses less claims based on fraud, after the amount Closing, the rights of any costs the Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party Parties with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal claims resulting from or relating to the aggregate amount breach of the recovery shall be promptly made any representation or warranty or failure to the applicable Indemnifying Partyperform any covenant or agreement contained in this Agreement. (d) In no event No Indemnifying Stockholder shall have any Indemnifying Party be liable right of contribution against the Company or the Surviving Corporation with respect to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect breach by the Company of any Third Party Claim for which indemnification hereunder is otherwise requiredof its representations, warranties, covenants or agreements. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject Notwithstanding any else herein, except in the case of actual and intentional common law fraud, (i) Seller’s maximum aggregate liability pursuant to Section 6.02 shall not exceed fifty percent (50%) of the additional limitations set forth below in this Section 7.5amount of any Purchase Price actually paid by Buyer and received by Seller, Seller and (ii) an Indemnified Party shall not be liable permitted to recover any Damages until the aggregate amount of all such Damages exceeds an amount equal to $20,000, and then only to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect extent of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductiblesuch excess. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability The amount of Seller or Purchaser Damages recoverable by an Indemnified Party under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in VI with respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by to an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss indemnity claim shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities payment or other reimbursement arrangements with respect to third-party recovery actually received by such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to such indemnity claim minus the amount of any Loss increase in insurance premiums and reasonable costs of collection directly attributable to such recovery (the “Recovery”). If an Indemnified Party receives any insurance payment or third-party payment in connection with any claim for Damages for which any such Person it has already been indemnified hereunderby the Indemnifying Party, then a refund it shall pay to the Indemnifying Party, within thirty (30) calendar days of receiving such insurance payment, an amount equal to the aggregate amount of the recovery shall be promptly made Recovery (up to the applicable amount paid by the Indemnifying Party). (dc) In no event shall any Indemnifying Party be responsible or liable to any Indemnified Party for any punitive Damages or treble other amounts under this Article VI that are (i) consequential damages or Damages for lost profits or diminution in value, or (ii) punitive, special, trebled or exemplary damages, in each case other than indemnification for any amounts paid or payable to an unaffiliated third parties in party with respect of any Third Party Claim for which indemnification hereunder is otherwise requiredto a third-party claim based on a final judgment. (ed) Each Except with respect to claims related to actual and intentional common law fraud or for specific performance as provided in Section 7.13, from and after the Closing the rights of the Indemnified Party Parties under this Article VI shall take, be the sole and cause its Affiliates exclusive remedies of the Indemnified Parties with respect to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected toclaims under, or doesotherwise relating to the transactions that are the subject of, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net Agreement. Without limitation of the proceeds foregoing, in no event shall any party, its successors or permitted assigns be entitled to claim or seek rescission of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)transactions contemplated hereby.

Limitations. 33- (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreementherein, (i) the maximum aggregate liability of Seller or Purchaser the Indemnifying Members for Damages under this Article VII VI shall not exceed the Escrow Fund, and (ii) the Indemnifying Members shall be liable for Losses indemnified only that portion of the aggregate Damages under this Article VI for which they or it would otherwise be liable which exceeds $100,000, provided that no Damages under this Article VI may be sought for any individual claim that is less than $5,000; provided further that the limitation set forth in this sentence shall not apply to claims based on fraud or willful breaches of this Agreement or claims pursuant to Section 7.2(a6.1(a) or Section 7.3(a) (other than in respect of relating to a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained set forth in Section 3.5)Sections 2.1, as applicable2.2 or 2.3. For purposes solely of this Article VI in connection with calculating Damages, shall not exceed 20% all representations and warranties of the Aggregate Consideration Company in Article II (other than Sections 2.7 and 2.29) shall be construed as if the term "material" and any reference to "Company Material Adverse Effect" (iiand variations thereof) were omitted from such representations and warranties. (b) The Escrow Agreement is intended to secure the maximum aggregate liability indemnification obligations of Seller or Purchaser the Indemnifying Members under this Agreement. The Escrow Agreement shall be the sole and exclusive means for Losses indemnified the Buyer to collect any Damages for which it is entitled to indemnification under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationVI. (c) Payments Except with respect to claims based on fraud or willful breaches of this Agreement, after the Closing, the rights of the Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims for indemnification under this Article VI. (d) No Indemnifying Member shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect the Company of any Loss of its representations, warranties, covenants or agreements. (e) To the extent that an Indemnified Party shall receive payment under any insurance policies on account of a claim, the amount of Damages, if any, payable by the Indemnifying Members under this Article VI shall be reduced by the amount of any amounts such insurance payment actually recovered by received, or if the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to shall have already collected on such Losses less claim from the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunderIndemnifying Members, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates repay to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (Indemnifying Members the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)insurance payment actually received.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Article VII: (i) Raytheon shall be liable with respect to claims under Section 7.1(a) for only that portion of the maximum aggregate liability Damages related to such claims which exceeds 2% of Seller or Purchaser under this Article VII for Losses indemnified the Adjusted Purchase Price; and (ii) the Buyer shall be liable with respect to claims under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any for only that portion of the representations aggregate Damages related to such claims which exceeds 2% of the Adjusted Purchase Price; (iii) the aggregate liability of Raytheon for all Damages under Section 7.1(a) and warranties contained in Section 3.5), as applicable, 7.1(d) shall not exceed 20an amount equal to 15% of the Aggregate Consideration and Adjusted Purchase Price; and (iiiv) the maximum aggregate liability of Seller or Purchaser the Buyer for Losses indemnified under this Article VII (other than in respect of Losses indemnified all Damages under Section 7.2(c)7.2(a) or Article VIII shall not exceed an amount equal to 15% of the Aggregate ConsiderationAdjusted Purchase Price. (b) No Party shall be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 1.4. The amount of Damages for which the Buyer is entitled to indemnification under Section 7.1(a) shall be calculated net of any accruals, reserves or provisions therefor reflected in the Final Closing Statement. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be responsible or liable for any Damages or other amounts under this Article VII that are incidental, consequential, in the nature of lost profits, special, multiple or punitive or any equitable equivalent thereof or substitute therefor (collectively, "Special Damages") based upon, or arising out of, this Agreement or any Ancillary Agreements or any course of conduct, course of dealing, statements or actions of any Party relating thereto; provided, however, that Special Damages shall be indemnifiable under this Article VII to any the extent owed by a Party to a third party. (d) The amount of Damages recoverable by an Indemnified Party for under this Article VII with respect to an indemnity claim shall be reduced by the amount of any punitive payment received by such Indemnified Party (or treble damagesan Affiliate thereof), other than indemnification for amounts paid with respect to the Damages to which such indemnity claim relates, from an insurance carrier, net of any retroactive premium increase payable by such Indemnified Party (or payable an Affiliate thereof) as a result of such insurance payment; provided, however, that no Indemnified Party shall be required to third parties provide notice of or pursue recovery in respect of any Third claim under the Indemnified Party's insurance policies where the Indemnified Party Claim determines in its reasonable discretion that such notice or pursuit is likely to invalidate any portion of the coverage available under such policy or result in the imposition of retroactive premiums or material prospective premium increases; and, provided, further, that if an Indemnified Party makes such a determination after it has notified its insurer, it shall be entitled to retract such notice. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any Damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any Damages or any indemnification obligations with respect to Damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification hereunder is otherwise requiredpayment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 60 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VII with respect to such claim plus the amount of the insurance payments received (net of the offsets described in the first sentence of this Section 7.6(d)), over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VII. (e) Each Party agrees that (i) it shall not offset any payment it is entitled to receive (or it claims it is entitled to receive) from an Indemnifying Party under this Article VII against any other payment or other obligation it owes to such Indemnifying Party (or any Affiliate thereof) under this Agreement or otherwise (other than payments or obligations owed pursuant to this Article VII) and (ii) it shall not offset any payment it is obligated to make to an Indemnified Party shall take, and cause its Affiliates under this Article VII against any other payment or other obligation it is entitled to take, all commercially reasonable steps receive (or it claims it is entitled to mitigate receive) from such Indemnified Party (or any Loss upon becoming aware of any event Affiliate thereof) under this Agreement or circumstance that would be reasonably expected to, otherwise (other than payments or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderobligations owed pursuant to this Article VII). (f) All Losses indemnified If the Buyer incurs any Damages resulting from, arising out of, or constituting Environmental Matters and arising from conditions existing or events occurring prior to the Closing, Raytheon shall use reasonable commercial efforts to pursue any indemnity claim it may have under the Chrysler Agreement with respect to such Damages. Any payment Raytheon receives pursuant to this Agreement such indemnity claim, net of any costs incurred by Raytheon in pursuing such indemnity claim, shall be net of promptly remitted to the proceeds of any third-party insurance coverage actually received by the Indemnified Party (Buyer, and the amount of such proceeds determined net payment to the Buyer shall reduce the amount of all Damages to which Raytheon's obligation under Section 7.1(d) (covering 50% of such Damages) shall apply. (g) Except with respect to claims for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Parties under this Article VII, from and after the Closing, shall (in the absence of fraud) be the sole and exclusive remedies of the Parties and their respective Affiliates with respect to claims covered by Section 7.1 or Section 7.2 or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (h) Notwithstanding anything to the contrary in this Agreement: (i) In the event Raytheon becomes obligated pursuant to Section 7.1 to indemnify the Buyer for any Damages involving Environmental Matters, Raytheon's obligations hereunder shall be satisfied by and limited to indemnifying Buyer for 50% of those costs of recovery thereofinvestigation or remediation of Materials of Environmental Concern at such AIS Property to (unless otherwise required under Environmental Law) the less expensive of either the (A) levels of contamination consistent with applicable industrial or commercial risk-based cleanup standards based upon future commercial or industrial use of such property or (B) the highest residual levels of contamination acceptable to the jurisdictional government environmental agency (including the right to perform a risk-based remediation to commercial or industrial standards). Raytheon shall not be required to do, deductibles or retentions thereunder and increases in premiums as a result thereof)to indemnify Buyer for doing, more.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement: (i) no Buyer or Seller Indemnified Person shall be entitled to assert a claim under this Section 11 for or in respect of any Buyer or Seller Events of Indemnification or any Losses associated therewith to the extent such Losses are recovered by that Buyer or Seller Indemnified Person under any policy of insurance then in effect: (A) to the extent such Losses are recovered by that Buyer or Seller Indemnified Person under any policy of insurance then in effect; or (B) until such time as the aggregate of all Losses that have been incurred by all Buyer or Seller Indemnified Persons, collectively, on account of all Buyer or Seller Events of Indemnification has exceeded $25,000 (the “Basket”), and then only to the extent of the Losses in excess of the Basket; or (C) in excess of $5,000,000 in the aggregate with respect to all such claims collectively (the “Cap”). (D) notwithstanding paragraphs (B) and (C) above, the Cap shall not apply to any Losses incurred by a Buyer Indemnified Party arising from or relating to (i) any Excluded Liability, (ii) a failure by Sellers to pay any Taxes due and required to be paid by Sellers in accordance with this Agreement, (iiii) the maximum aggregate liability of Seller or Purchaser under this Article VII any claim for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach by Sellers’ of or inaccuracy in any Fundamental Representations or any of the its or their representations and warranties contained in Section 3.56(l), as applicable(iv) any shortages in the amount of Till Cash or inventory to be in the Stores at Closing, shall not exceed 20% of the Aggregate Consideration and or (v) Sellers’ fraud. (ii) the maximum aggregate liability provisions of Seller this Section 11 shall be the relevant Parties’ sole and exclusive remedy for a breach or Purchaser for Losses indemnified under this Article VII (default by any other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policiesits respective representations, indemnities warranties, covenants or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase agreements set forth in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of or any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Ancillary Agreement.

Limitations. (a) Subject Notwithstanding anything contained herein to the additional limitations set forth below in this Section 7.5contrary, Seller the Sellers shall not be liable to in respect of any indemnification obligation for Losses of the Purchaser Indemnified Parties for indemnification Buyer Indemnitees under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a7.2(a)(i) (other than in respect of fraud, criminal conduct that constitutes a felony, or intentional misconduct to the extent resulting in an enforcement or similar action by the SEC or any other Governmental Entity, or breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5Fundamental Representations of the Sellers) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred aggregate cumulative amount of Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”for which indemnification would otherwise be available but for this Section 7.3(a) in the aggregateexceeds $200,000, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall Buyer Indemnitees will be entitled to bring a claim for only those recover all Losses in excess of $200,000. The Sellers’ aggregate liability in respect of any indemnification obligation for Losses (i) under Section 7.2(a)(i), other than in respect of fraud, criminal conduct that constitutes a felony, or intentional misconduct to the Deductibleextent resulting in an enforcement or similar action by the SEC or any other Governmental Entity, or any breach of the Fundamental Representations of the Sellers, shall not exceed the Cap and Buyer’s sole recourse for such Losses shall be the amounts in the Escrow Amount, and (ii) otherwise under this Agreement, shall not exceed the Purchase Price. Notwithstanding anything to the contrary contained herein, each Seller shall only be obligated to pay its pro rata share of any Losses (based upon such Seller’s ownership of the Purchased Interests set forth on Schedule 2.1(a)). (b) Notwithstanding anything contained herein to the contrary contained contrary, Buyer’s aggregate liability in this Agreement, respect of any indemnification obligation for Losses (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (7.2(b)(i), other than in respect of fraud, criminal conduct that constitutes a felony, or intentional misconduct to the extent resulting in an enforcement or similar action by the SEC or any other Governmental Entity, or any breach of or inaccuracy in any the Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicableBuyer, shall not exceed 20% of the Aggregate Consideration Cap, and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified otherwise under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII Agreement, shall not exceed the Aggregate ConsiderationPurchase Price. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect The amount of any Loss indemnification payable under this Article VII shall be reduced by an amount equal to the amount proceeds actually received by an Indemnitee under any insurance policy or from any third party in respect of such claim less all out-of-pocket costs and expenses incurred by such Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable attorneys’ fees, any deductible, any retention, any retroactive premium adjustment on the account of or arising from such claim or Losses, and the present value of any amounts actually recovered by increases in insurance premiums on the Indemnified Party under account of or arising from such claim or Losses or the cost of cancellation of such insurance policiespolicy and the increased cost for any replacement policy). Each Indemnitee shall use its, indemnities his or other reimbursement arrangements with respect her commercially reasonable efforts to such Losses less the amount of pursue any costs of obtaining such recovery, including any resulting increase in premium insurance recovery or other costs of insurance. In the event that an insurance or other third-party recovery is made by any Indemnified Party available to it with respect to any Loss for which such Indemnitee seeks indemnification pursuant to this Article VII (including during the period following any payment to such Person has been indemnified hereunderIndemnitee in respect of such indemnification); provided, then a refund equal that the possibility that insurance proceeds may be realized by such Indemnitee shall not delay payment or indemnification of such Losses (or seeking indemnification for such Losses) by the Party against whom indemnification is sought pursuant to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partythis Article VII. (d) In no event shall Each Indemnitee will use its commercially reasonable efforts to mitigate any Indemnifying Party Losses with respect to which it may be liable entitled to any Indemnified Party for any punitive or treble damages, other than seek indemnification for amounts paid or payable pursuant to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise requiredthis Agreement. (e) Each Indemnified If an Indemnitee is indemnified for any Losses pursuant to this Agreement with respect to any Third Party shall takeClaim, then the Indemnifying Party will be subrogated to all rights and remedies of the Indemnitee against such third party, and cause its Affiliates to take, the Indemnitee will cooperate with and assist the Indemnifying Party in asserting all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderrights and remedies against such third party. (f) All Losses indemnified The Buyer Indemnitees shall not be entitled to indemnification pursuant to this Agreement shall be net of Section 7.2(a)(i) for any Losses to the proceeds of extent that the Company recorded an express and specific reserve in the Most Recent Balance Sheet. 1 NTD: To include any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder claims relating to Thorndike and increases in premiums as a result thereof)Class B members.

Limitations. Notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document: (a) Subject (i) No Indemnified Party will be entitled to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.1(a) or Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Partiesthis Agreement, as applicable, have unless such Indemnified Party has incurred Losses in excess of 0.5% of $1,000,000 in the Aggregate Consideration aggregate (the “Deductible”) in the aggregate), in which case such Indemnified Party will be entitled to indemnification under Section 7.1(a) or Section 7.2(a) of this Agreement, as applicable, only to the Purchaser extent the aggregate Losses with respect to such claims exceed the Deductible; and (ii) the maximum aggregate liability of the Indemnifying Party for Losses to which the Indemnified Parties Party is entitled to indemnification under Section 7.1(a) or the Seller Indemnified PartiesSection 7.2(a) of this Agreement, as applicable, shall be entitled limited to bring a claim for only those Losses $20,000,000 in excess the aggregate; provided, however, that neither the Deductible nor the maximum aggregate liability provided in (ii) herein shall apply to any claims of, or causes of the Deductibleaction arising out of, involving, or otherwise in respect of (1) any Fundamental Representation, or (2) Fraud. (b) If GCC or GC LLC breaches any representation or warranty for which indemnification may be provided under Section 7.1(a), then, solely for purposes of calculating the dollar amount of Losses for which any Contributee Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (c) Notwithstanding anything to the contrary contained in this AgreementSection 7, (i) and subject to the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained Deductible set forth in Section 3.57.5(a), as applicable, shall not exceed 20% the obligation of the Aggregate Consideration GCC and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying GC LLC to indemnify any Contributee Indemnified Party pursuant to Section 7.2 7.1(e) shall be limited to seventy-five percent (75%) of the Losses incurred by such Contributee Indemnified Party in connection with the underlying event giving rise to such indemnification obligation. (d) If Contributee or GCEAR breaches any representation or warranty for which indemnification may be provided under Section 7.3 in respect 7.2(a), then, solely for purposes of calculating the dollar amount of Losses for which any Contributor Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (e) The amount of any Loss for which indemnification is provided under this Article 7 shall be reduced by the amount net of (i) any amounts actually recovered by the Indemnified Party under pursuant to any indemnification by, or indemnification agreement with, any Third Party, (ii) third party insurance policiesproceeds (for the avoidance of doubt, indemnities not including self-insurance or insurance with a captive insurance Affiliate) or other sources of reimbursement arrangements with respect received, which shall be an offset against such Loss, or (iii) an amount equal to the present value of the Tax benefits available to the Indemnified Party that are attributable to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insuranceLoss. In the event that an insurance or other recovery is made by any The Indemnified Party with respect shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Article 7. If the amount to be netted hereunder from any such Person has been indemnified hereunder, then a refund equal to payment required under this Article 7 is determined after payment by the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party of any amount otherwise required to be liable paid to any an Indemnified Party for any punitive or treble damagespursuant to this Article 7, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each the Indemnified Party shall takerepay to the Indemnifying Party, and cause its Affiliates promptly after such determination, any amount that the Indemnifying Party would not have had to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pay pursuant to this Agreement shall be net of Article 7 had such determination been made at the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount time of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)payment.

Limitations. (a) Subject Notwithstanding anything to the additional contrary in Section 12.1(a), the following limitations set forth below to the indemnity obligations of the Company and the Sellers shall apply: (i) Until the Initial Closing shall have occurred, the Company shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in this Section 7.512.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $50,000, Seller in which case the Company shall be responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not be liable apply to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable Losses attributable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect breaches or inaccuracies arising out of a breach of fraud or inaccuracy in any Fundamental Representations willful misrepresentation, or any breaches or inaccuracies of the representations and warranties contained set forth in Section 3.54.3 (Capitalization), Section 4.30 (No Broker) unless or Section 5.1 (Title to Interests) (it being understood that the Company and until Sellers, on a several and not joint basis, shall be responsible for such Losses from the Purchaser Indemnified Parties first dollar without the application of any threshold or deductible). (ii) From and after the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% date and time of the Aggregate Consideration (Initial Closing, the “Deductible”Company shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) in the aggregateif all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Purchaser Indemnified Parties Company shall be responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the Seller Indemnified Partiesrepresentations and warranties set forth in Section 4.3 (Capitalization), as applicableor Section 4.30 (No Broker) (it being understood that the Company and Sellers, on a several and not joint basis, shall be entitled responsible for such Losses from the first dollar without the application of any threshold or deductible). (iii) The Principal Sellers shall only be responsible for any Losses which are attributable to bring a claim breach or inaccuracy described in Section 12.1(a)(ii)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for only those all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), Section 4.9 (Compliance with Laws), Section 4.18 (Title; Liens), Section 4.22 (Environmental Protection), Section 4.23 (Employee Benefit Plans), Section 4.30 (No Broker), Section 5.1 (Title to Interests) or Section 5.6 (No Broker) (it being understood that the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for such Losses from the first dollar without the application of any deductible). The maximum aggregate liability of any Principal Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) is the total purchase price paid to such Principal Seller under this Agreement. For clarity, if the Losses attributable to a breach of inaccuracy described in Section 12.1(a)(ii)(A) exceed $500,000, then the Principal Sellers shall be responsible, as aforesaid, for such Losses in excess of the Deductible$500,000, even though one or more Principal Sellers may only be responsible for a portion of such excess that is less than $500,000. (biv) Notwithstanding anything The maximum aggregate liability of any Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A), or Section 12.1(a)(iii)(A) is seventy-five percent (75%) of the contrary contained in total purchase price paid to such Seller under this Agreement, (i) provided however that the maximum aggregate liability of any Seller or Purchaser under this Article VII for any Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of which are attributable to a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties of the Company contained in Section 3.5), as applicable, shall not exceed 20% of 4.9 (without regard to the Aggregate Consideration and (iischedules to this Agreement) is the maximum aggregate liability of total purchase price paid to such Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationAgreement. (cv) Payments by an Indemnifying Party pursuant The Buyer Indemnitees will not be entitled to Section 7.2 indemnification for punitive damages, or Section 7.3 in respect for lost profits, consequential, exemplary or special damages; provided, however, that each Buyer Indemnitee shall be entitled to indemnification for punitive damages, or for lost profits, consequential, exemplary or special damages that are payable to third parties and constitute a part of such Buyer Indemnitee’s Losses; provided, further, that nothing contained herein shall be deemed to limit the right of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect Buyer Indemnitee to such indemnification for Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal attributable to the aggregate amount loss of value of such Buyer Indemnitee’s direct or indirect interest in the recovery shall be promptly made to the applicable Indemnifying PartyCompany or its Subsidiaries. (dvi) For purposes of clarification, each Principal Seller’s indemnity obligations under this Agreement will be several, and not joint, based on such Principal Seller’s Indemnification Percentage. For purposes of example, if there is an indemnity claim for a breach of a representation made by the Company at the Initial Closing, (subject to the limitations set forth herein), a Principal Seller will be responsible only for that portion of Losses relating to the indemnity claim based on such Principal Seller’s Indemnification Percentage of such Losses. (vii) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect will the indemnity obligation of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (Seller exceed the amount of proceeds received by such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Seller hereunder.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller The Buyer Indemnified Parties shall not be liable to make a claim against the Purchaser Indemnified Parties Seller for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties 11.2 for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) its Losses unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred aggregate amount of such Losses (excluding all Losses in excess respect of 0.5% of the Aggregate Consideration any single claim which does not exceed $100,000 for which no claim for indemnification may be made (the “DeductibleThreshold Amount”)) in exceeds the aggregateamount equal to one percent (1%) of the Base Purchase Price (the “Basket”), in which case event the Purchaser Buyer Indemnified Parties or may claim indemnification with respect to the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those amount of such Losses in excess of the DeductibleBasket. Except as provided in the following paragraph (b), the aggregate liability of the Seller for Buyer Indemnified Parties’ Losses with respect to any and all claims made pursuant to Section 11.2 shall be limited to four percent (4%) of the Base Purchase Price (the “Indemnity Cap”). (b) Notwithstanding anything to the contrary contained in any other provision of this Agreement, in no event shall an Indemnified Party be entitled to indemnification to the extent: (i) any facts or circumstances giving rise to the maximum aggregate liability of Seller claim arise solely by reason or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any consequence of the representations due execution and warranties contained in Section 3.5)performance of this Agreement or the other Ancillary Agreements, as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability Losses would not have arisen or occurred but for an act, omission or transaction done, made or carried out by (A) the Indemnifying Party, its Affiliates, or any of their Representatives at the written request of or with the written consent of the Indemnified Parties or (B) the Indemnified Parties, or (iii) the Losses arise from or are otherwise related to any facts or circumstances notified to the Indemnified Parties in writing in the Seller Disclosure Letter or Purchaser any facts or circumstances that should have reasonably been known to the Indemnified Parties from the written materials, data, or other information that has been disclosed or provided to the Buyer on or prior to the date of this Agreement. Each Indemnified Party must use reasonable efforts to mitigate any Losses for Losses indemnified which such Indemnified Party seeks indemnification under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationAgreement. (c) Payments by an Indemnifying Party pursuant Notwithstanding anything to the contrary set forth herein but except as provided in Section 7.2 10.6, no party hereto shall be liable for (and Losses shall not include) any consequential damages, punitive, exemplary, incidental or Section 7.3 in respect indirect damages relating to any breach of this Agreement. No breach of any Loss representation, warranty, covenant or agreement contained herein or in any other documents in connection herewith shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect give rise to any Loss for which any such Person has been indemnified hereunder, then a refund equal to right on the aggregate amount part of the recovery shall be promptly made Buyer, the Seller or MSK, after Closing, to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to rescind this Agreement shall be net or any of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)transactions contemplated hereby.

Limitations. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, BUYER, AND PARENT AGREE THAT THE RECOVERY BY ANY PARTY HERETO OF ANY DAMAGES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH BY ANOTHER PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL DAMAGES SUFFERED OR INCURRED BY THE NON-BREACHING PARTY AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER AND IN NO EVENT SHALL THE BREACHING PARTY BE LIABLE TO THE NON-BREACHING PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR INCURRED BY THE NON-BREACHING PARTY AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER. For purposes of the foregoing, actual damages may, however, include indirect, consequential, special, exemplary or punitive damages to the extent (a) Subject the injuries or losses resulting in or giving rise to the additional limitations set forth below in this Section 7.5, Seller shall such damages are incurred or suffered by a person or entity that is not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the a Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect Party, a Buyer Indemnified Party or an affiliate of a breach of or inaccuracy in any Fundamental Representations or any of the representations foregoing, and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreementsuch damages are recovered against an indemnified Party hereunder by a person or entity that is not a Seller Indemnified Party, (i) the maximum aggregate liability a Buyer Indemnified Party or an affiliate of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations foregoing. This section 12.3 shall operate only to limit a Party's liability and warranties contained in Section 3.5), as applicable, shall not exceed 20% operate to increase or expand any contractual obligation of the Aggregate Consideration and (ii) the maximum aggregate liability a Party hereunder or cause any contractual obligation of Seller or Purchaser for Losses indemnified under this Article VII (other a Party hereunder to survive longer than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationas otherwise provided. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject The cumulative indemnification obligation under this Article IX of State Street shall in no event exceed an amount equal to the additional limitations set forth below $209,000,000. The cumulative indemnification obligation under this Article IX of DST and its Affiliates shall in this Section 7.5, Seller shall not be liable no event exceed an amount equal to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the Deductible$209,000,000. (b) Notwithstanding anything With respect to the contrary each indemnification obligation contained in this Agreement, (i) each such obligation shall be reduced by any tax benefit actually realized by the maximum aggregate liability of Seller Indemnified Party with respect to the indemnifiable Loss in the tax period such Loss was incurred or Purchaser under this Article VII for Losses indemnified under Section 7.2(ain the immediately subsequent tax period (determined on a “with and without” basis) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) all Losses shall be net of any amounts that have been recovered by the maximum aggregate liability Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of Seller or Purchaser for Losses indemnified under this Article VII (other than reimbursement in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Considerationsuch Losses. (c) Payments by an Indemnifying Party Notwithstanding anything in this Agreement or in any schedule or certificate delivered pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal this Agreement to the aggregate amount contrary, in no event shall any Party have any liability under this Agreement or any schedule or certificate delivered pursuant to this Agreement (including under this Article IX) for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach of this Agreement or any schedule or certificate delivered pursuant to this Agreement). Notwithstanding the recovery foregoing, the limitations set forth in this Section 9.03(c) shall be promptly made not apply to the applicable Indemnifying PartyThird Party Claims. (d) In Notwithstanding anything to the contrary in this Article IX, no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified make a claim for indemnification pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount Article IX against an Affiliate of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof)Party.

Limitations. (a) Subject to The maximum aggregate amount that the additional limitations set forth below in this Section 7.5Buyer Indemnitees, Seller shall not be liable to on the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties one hand, or the Seller Indemnified PartiesShareholder Indemnitees, as applicableon the other hand, have incurred Losses in excess may recover on account of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall all Adverse Consequences under this Article VI will be entitled limited to bring a claim for only those Losses in excess of the Deductible$8,500,000. (b) Notwithstanding anything to To the contrary contained extent that any breach of a representation, warranty or covenant of the Shareholder results in this Agreementan adjustment of the purchase price of the Shares under Section 2.4, (i) the maximum aggregate liability amount of Seller or Purchaser such adjustment will be offset against the amount coverable under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate ConsiderationVI. (c) Payments The indemnification provisions of this Article will constitute the exclusive remedy by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect either party against the other arising by virtue of a breach of any Loss shall representation, warranty, or covenant under this Agreement, absent fraud. The foregoing provision is not intended to limit any party from seeking recourse against the other party under any law that provides a cause of action that is independent of the rights granted by this Agreement. (d) Notwithstanding the provisions of this Article VI, neither the Company nor any Subsidiary will have any duty to indemnify the Shareholder or contribute funds for the benefit of the Shareholder, under the articles of incorporation or bylaws of the Company, under the articles of organization or operating agreement of any Subsidiary, under any resolution, contract, insurance policy, arrangement or understanding, or under the provisions of any statute governing the Company or any Subsidiary, or otherwise, to the extent that the facts, circumstances, or events that otherwise would give rise to a claim of indemnification or contribution constitute a breach of a representation, warranty or covenant under this Agreement. The Shareholder waives any right to indemnification or contribution to the extent that the immediately preceding sentence applies. The Buyer agrees that it will not amend the articles of incorporation or bylaws of the Company in such a manner as to adversely affect the rights of the Shareholder to indemnification as such rights existed immediately prior to the Closing. (e) The amounts for which the indemnifying party is liable to the indemnified party under this Article VI will be (i) reduced by the amount of any amounts actually recovered insurance proceeds received by the Indemnified Party indemnified party in connection with the event giving rise to the claim for indemnification, taking into account any effect thereon of the indemnified party's receipt of any payment under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less this Article 6 and (ii) increased by interest on the amount of any costs of obtaining such recoveryAdverse Consequences, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then at a refund rate equal to one-half of a percentage point above the aggregate amount Prime Rate, accrued from the later of (x) the date that any Adverse Consequence becomes a liability of the recovery shall be promptly made to party suffering the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties Adverse Consequence as determined in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall takeaccordance with GAAP, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance (y) the date that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderthe party suffering the Adverse Consequence gives the other party notice under Section 6.3(a). (f) All Losses indemnified pursuant No Buyer Indemnitee will be entitled to this Agreement shall be net indemnification for a breach by the Shareholder of a representation and warranty in Section 3.1 to the extent that Sidney V. Corder or Scott C. Be▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ to t▇▇ ▇▇▇▇▇▇▇ ▇▇▇ actual knowledge of the proceeds fact or circumstance constituting such breach and at or prior to the Closing had actual knowledge that such fact or circumstance constituted a breach, and neither the Shareholder nor any of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereofWilliam M. Howell, deductibles Randal J. S▇▇▇, ▇▇▇▇▇▇ ▇. ▇ont▇▇▇▇▇▇, ▇▇▇▇ J. ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇y A. ▇▇▇▇▇▇▇▇▇ had actua▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇act or retentions thereunder and increases in premiums as a result thereof)circumstance.

Limitations. (a) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable to the Purchaser Indemnified Parties for indemnification any Loss or Losses under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a6.1(a)(i) (other than in respect of a Loss or Losses arising from a breach of or inaccuracy in any Fundamental Representations Representation of Seller or any of the representations and warranties contained in Section 3.5Fraud by Seller) (i) unless and until the Purchaser amount of Losses arising from any matter or series of matters relating to the same underlying fact, circumstance, action or event [***] (“Covered Losses”); and (ii) unless and until the aggregate amount of all Covered Losses incurred by the Buyer Indemnified Parties or Party [***] of the Closing Purchase Price, [***]; provided, however, that (A) the cumulative indemnification obligations of the Seller Indemnified Partiesunder Section 6.1(a)(i) (other than a Loss or Losses arising from a breach of any Fundamental Representation of Seller, as applicableSection 3.3(c) (Sufficiency of Assets), have incurred Losses Section 3.4(h) or Fraud by Seller) shall in excess of 0.5% no event [***]; (B) the cumulative indemnification obligations of the Aggregate Consideration Seller under Section 6.1(a)(i) arising from a breach of Section 3.3(c) (Sufficiency of Assets) or Section 3.4(h) shall in no event [***]; and (C) the “Deductible”) cumulative indemnification obligations of Seller under this Agreement shall in the aggregate, in which case the Purchaser no event [***]. Seller shall only be required to indemnify a Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim Party for only those Losses in excess of the Deductibleany particular Loss one time. (b) Notwithstanding anything Each Indemnified Party shall use commercially reasonable efforts to the contrary contained in this Agreement, (i) the maximum aggregate liability mitigate its Losses. The amount of Seller or Purchaser Losses payable under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss VI shall be reduced by the amount of any and all amounts actually recovered by the Indemnified Party under applicable insurance policiespolicies or from any other Person alleged to be responsible therefor, indemnities or other reimbursement arrangements with respect to such Losses less the amount net of any costs of obtaining expenses incurred by such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any ​ ​ Indemnified Party with respect in collecting such amount. If the Indemnified Party receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Loss for which any such Person has been indemnified hereunderLosses subsequent to an indemnification payment by the Indemnifying Party, then a refund equal to such Indemnified Party shall promptly reimburse the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Party. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive payment made or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each expense incurred by such Indemnified Party shall take, and cause its Affiliates in connection with providing such indemnification up to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually amount received by the Indemnified Party (the amount of such proceeds determined Party, net of all costs of recovery thereof, deductibles or retentions thereunder and increases any expenses incurred by such Indemnified Party in premiums as a result thereof)collecting such amount.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) Subject to the additional limitations set forth below in this Section 7.5, Seller The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Purchaser Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of a breach of any representation or warranty contained in Article III, Section 4.3, Section 5.1, Section 5.2 and Section 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time. (b) Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $7,500 (the “Individual Indemnity Threshold”), and all such Claims that equal or exceed the Individual Indemnity Threshold must, collectively, also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 7.2(a11.1 with respect to (i) the Assumed Obligations that consist of payments under the Lease or (ii) any breach of (x) the Fundamental Representations or (y) the indemnification obligations set forth in this Article XI. (d) Each Party acknowledges and Purchaser shall not be liable agrees that, after the Closing Date, except as otherwise set forth in Section 6.4 and Article XII, Buyer’s and the other Buyer Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Seller Indemnified Parties for indemnification under Section 7.3(aCosts shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) (other than in respect For purposes of determining any Losses resulting from a breach of or inaccuracy in any Fundamental Representations or any of the SN Parties’ representations and warranties contained in Section 3.5) unless and until the Purchaser Article III or Article IV for which Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall would be entitled to bring a claim for only those Losses indemnification, any dollar or materiality qualifications in excess of the Deductible. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the SN Parties’ representations and warranties contained in Section 3.5), as applicable, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partydisregarded. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (ai) Subject to the additional limitations set forth below in this Section 7.5, Seller shall not be liable have any Liability in respect of any Losses pursuant to the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a7.2(a)(iii) (other than in respect Losses arising out of any breach of any Seller Fundamental Representation or Seller Business Representation), (A) unless the aggregate for all such Losses for which Seller would otherwise be liable, plus Losses arising out of a breach of any Seller Business Representation, exceeds an amount equal to the applicable Threshold, in which event Seller shall be liable for all such Losses, including any below the applicable Threshold, (B) that arise from any individual item, occurrence, circumstance, act or inaccuracy in any Fundamental Representations omission (or any series of the representations and warranties contained in Section 3.5related items, occurrences, circumstances, acts or omissions) unless and until the Purchaser aggregate amount of Losses resulting therefrom exceeds the Per Claim Amount (other than Losses arising out of any breach of Section 2.7, which shall not be so subject to the Per Claim Amount), nor shall any Losses excluded pursuant to this clause (B) be taken into account for purposes of determining whether the applicable Threshold has been exceeded in respect of claims pursuant to Section 7.2(a)(iii) made by Buyer Indemnified Parties or and (C) to the Seller Indemnified Parties, as applicable, have incurred extent the aggregate amount of any such Losses in excess of 0.5% of exceeds the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductibleCap Amount. (bii) Notwithstanding anything Seller shall not have any Liability in respect of any Losses pursuant to the contrary contained in this AgreementSection 7.2(a)(iii) with respect to any Seller Business Representation, (iA) unless the maximum aggregate liability of for all such Losses for which Seller or Purchaser under this Article VII for would otherwise be liable, plus Losses indemnified under pursuant to Section 7.2(a) or Section 7.3(a7.2(a)(iii) (other than in respect Losses arising out of a any breach of or inaccuracy in any Seller Fundamental Representations or any of the representations and warranties contained in Section 3.5Representation), as applicableexceeds an amount equal to the applicable Threshold, shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of in which event Seller or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) or Article VIII shall not exceed the Aggregate Consideration. (c) Payments by an Indemnifying Party pursuant to Section 7.2 or Section 7.3 in respect of any Loss shall be reduced by the amount of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to liable for all such Losses less the amount of any costs of obtaining such recoveryLosses, including any resulting increase in premium below the applicable Threshold, (B) that arise from any individual item, occurrence, circumstance, act or other costs omission (or series of insurance. In the event that an insurance related items, occurrences, circumstances, acts or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to omissions) unless and until the aggregate amount of Losses resulting therefrom exceeds the recovery Per Claim Amount, nor shall any Losses excluded pursuant to this clause (B) be promptly taken into account for purposes of determining whether the applicable Threshold has been exceeded in respect of claims pursuant to Section 7.2(a)(iii) made by Buyer Indemnified Parties, and (C) to the applicable Indemnifying Partyextent the aggregate amount of any such Losses exceeds the Business Representation Cap Amount. (diii) In no event shall Seller be required to indemnify any Indemnifying Party be liable to any Buyer Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties in respect of any Third Party Claim for which indemnification hereunder is otherwise required. (eLosses pursuant to Sections 7.2(a)(i), 7.2(a)(iii) Each Indemnified Party shall take, and cause its Affiliates 7.2(a)(iv) to take, all commercially reasonable steps to mitigate any Loss upon becoming aware the extent the cumulative aggregate amount of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunderexceeds the Aggregate Cap. (f) All Losses indemnified pursuant to this Agreement shall be net of the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount of such proceeds determined net of all costs of recovery thereof, deductibles or retentions thereunder and increases in premiums as a result thereof).

Limitations. (a) Subject to In any claim for indemnification under this Agreement, the additional limitations set forth below in this Section 7.5, Seller Indemnitor shall not be liable required to indemnify any Person for special, exemplary or consequential damages, including without limitation loss of profit or revenue, interference with operations, or loss of tenants, lenders, investors or Purchasers or inability to operate the Purchaser Indemnified Parties for indemnification under Section 7.2(a) and Purchaser shall not be liable to the Seller Indemnified Parties for indemnification under Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5) unless and until the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, have incurred Losses in excess of 0.5% of the Aggregate Consideration (the “Deductible”) in the aggregate, in which case the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to bring a claim for only those Losses in excess of the DeductibleBusinesses. (b) Notwithstanding anything to After the contrary Closing, except for remedies that cannot be waived as a matter of law, the enforcement of the indemnification provisions of this Article IX shall be the exclusive remedy of the parties for any breach of any warranty, representation or covenant contained in this Agreement; provided, (i) the maximum aggregate liability of Seller or Purchaser under this Article VII for Losses indemnified under Section 7.2(a) or Section 7.3(a) (other than in respect of a breach of or inaccuracy in any Fundamental Representations or any of the representations and warranties contained in Section 3.5)however, as applicable, that such exclusivity shall not exceed 20% of the Aggregate Consideration and (ii) the maximum aggregate liability of Seller limit or Purchaser for Losses indemnified under this Article VII (other than in respect of Losses indemnified under Section 7.2(c)) restrict a party's ability to obtain specific performance or Article VIII shall not exceed the Aggregate Considerationinjunctive relief. (c) Payments by In any case where an Indemnifying Indemnified Party pursuant to Section 7.2 or Section 7.3 recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Agreement, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any Loss shall be reduced amount previously so paid by the amount Indemnitor to or on behalf of any amounts actually recovered by the Indemnified Party under insurance policiesin respect of such matter, indemnities and (ii) any amount expended by the Indemnitor in pursuing or other reimbursement arrangements with respect to defending any claim arising out of such Losses less the amount of any costs of obtaining such recovery, including any resulting increase in premium or other costs of insurance. In the event that an insurance or other recovery is made by any Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to the applicable Indemnifying Partymatter. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive or treble damages, other than indemnification for amounts paid or payable to third parties The obligations of an Indemnitor in respect of any Third Party Claim a claim for which indemnification hereunder is otherwise required. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, provided that any costs of such mitigation shall be Losses indemnified hereunder. (f) All Losses indemnified pursuant to under this Agreement shall be net of limited to the proceeds of any third-party insurance coverage actually received by the Indemnified Party (the amount taking of such proceeds determined net of all costs of recovery thereofreasonable actions as are necessary under the circumstances giving rise to such claim, deductibles or retentions thereunder and increases an Indemnitor shall in premiums as a result thereof)no event be required to take more extensive actions than would be required under Laws then in effect, applicable and enforceable.