Common use of Limitations Clause in Contracts

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or 11.2(bmore claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), as applicable, unless and (ii) until the aggregate amount of all such Damages Losses (not including any Disregarded Losses) exceeds $100,000 500,000 (the “Liability ThresholdBasket”), in which case event the Seller or the Acquiror, as applicable, Parent Indemnitees shall be liable for all entitled to recover such Damages Losses (other than Disregarded Losses) to the extent in excess of the Liability ThresholdBasket, and then but not for exceeding the Cap. The limitations in this Section 9.5 shall not apply to any Damages in excess breach by Target of the then representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatelimitations contained herein; provided, however, that: (A) for purposes that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard pursuant to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified9.2. The amount computation of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Indemnified Party Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the Indemniteeamount of Losses resulting therefrom, as applicable, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the parties that for purposes of determining liability under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such claimterms and phrases were not included in them. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything to the contrary in Section 12.1(a), the following limitations to the indemnity obligations of the Company and the Sellers shall apply: (ai) In no event Until the Initial Closing shall have occurred, the Seller or the Acquiror Company shall only be liable responsible for any Damages pursuant Losses which are attributable to a breach or inaccuracy described in Section 11.2(a12.1(a)(i)(A) if all Losses attributable to such breaches or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds inaccuracies exceed $100,000 (the “Liability Threshold”)50,000, in which case the Seller or the Acquiror, as applicable, Company shall be liable responsible for all such Damages Losses in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatethereof; provided, however, that: 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 (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iiiCapitalization), 11.2(a)(ivSection 4.30 (No Broker) or 11.2(a)(vSection 5.1 (Title to Interests) (it being understood that the Company and Sellers, on a several and not joint basis, shall be responsible for such Losses from the first dollar without the application of any threshold or deductible). (ii) From and after the date and time of the Initial Closing, the Company shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the 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 representations and warranties set forth in Section 4.3 (Capitalization), or Section 4.30 (No Broker) (it being understood that the Seller Company and Sellers, on a several and not joint basis, shall be liable 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 a 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 all Damages suffered by Losses in excess thereof; provided, however, that the Acquiror 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 $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. (iv) 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 total purchase price paid to such Seller under this Agreement, provided however that the maximum aggregate liability of any Seller for any Losses which are attributable to a breach or inaccuracy in the representations and warranties of the Company contained in Section 4.9 (without regard to the Liability Threshold schedules to this Agreement) is the total purchase price paid to such Seller under this Agreement. (v) The Buyer Indemnitees will not be entitled to indemnification for punitive damages, or Liability Capfor 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 Buyer Indemnitee to indemnification for Losses attributable to the loss of value of such Buyer Indemnitee’s direct, or indirect interest in the Company or its Subsidiaries. (Bvi) for For purposes of claims 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 Seller under Section 11.2(b)(iiiCompany at the Initial Closing, (subject to the limitations set forth herein), the Acquiror shall a Principal Seller will be liable responsible only for all Damages suffered by the Seller without regard that portion of Losses relating to the Liability Threshold or Liability Cap; and (C) for purposes indemnity claim based on such Principal Seller’s Indemnification Percentage of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapLosses. (bvii) Each party agrees that it shall, and shall cause In no event will the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount indemnity obligation of any Damages recoverable by a party under Section 11.2 shall be reduced by Seller exceed the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to received by such claimSeller hereunder. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller or for Damages, whether pursuant to indemnification of the Acquiror be liable for any Damages Purchaser Indemnities pursuant to Section 11.2(a7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) or 11.2(b)of the Purchase Price; provided, as applicable, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate amount of all such Damages exceeds suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($100,000 500,000) (it being understood and agreed that the “Liability Threshold”Five Hundred Thousand Dollars ($500,000) is intended as a deductible), in which case and the Seller or the Acquiror, as applicable, shall not be liable for all such the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in excess of the Liability ThresholdArticle V or Article VI, and then not for any Damages in excess of the then applicable Liability Cap for all or to claims made under such Section 11.2(a7.2(b) or 11.2(bSection 7.2(c), as applicableor to matters arising in respect of Sections 3.5, in the aggregate; provided3.6,. 3.7, howeveror 3.15, that: (A) for purposes or any intentional breach by Seller of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) any covenant or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capobligation. (b) Each party agrees Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that it shallthe Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall cause not be liable for the applicable Indemnitees tofirst Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, use its or their commercially reasonable efforts this Section 7.6(b) will not apply to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount claims under Section 7.3(a) for breach of any Damages recoverable by a party obligation of Purchaser in Article V or Article VI, or to claims under Section 11.2 shall be reduced 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by the amount Purchaser of any insurance proceeds actually paid to the Indemnified Party covenant or the Indemnitee, as applicable, relating to such claimobligation. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Parent’s obligations under Section 8.1(a) shall be subject to the following limitations: (ai) In no event Parent shall the Seller or the Acquiror be liable not have any liability for Losses under subclause (i) of Section 8.1(a) for any Damages pursuant individual item, or group of items arising out of the same condition or circumstance, where the Losses related thereto for which Parent would otherwise be required to provide indemnification are less than $25,000, and no Losses related thereto shall be aggregated for purposes of subclause (ii) of this Section 11.2(a8.1(b); and (ii) or 11.2(b), as applicable, Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) unless and until the aggregate of all Losses related thereto for which Parent would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $580,000 at which point Parent, subject to the other provisions of this Section 8.1(b), shall indemnify the Buyer Indemnified Parties for such Losses, but only to the extent such Losses exceed $580,000; and (iii) Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) to the extent the aggregate amount of all Losses related thereto for which Parent would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $5,800,000; and (iv) Parent shall not have any liability for Losses under Section 8.1(a) to the extent the Buyer Indemnified Parties fail to use their respective reasonable commercial efforts to mitigate such Damages exceeds $100,000 Losses, and no Losses related thereto shall be aggregated for purposes of subclause (ii) of this Section 8.1(b); and (v) Except to the “Liability Threshold”)extent indirect, incidental, consequential, special or punitive damages are paid to a third party as a result of a Third Party Claim initiated by such third party, whether as a direct claim or a counterclaim, for which a Buyer Indemnified Party is entitled to indemnity under Section 8.1, Parent shall not have any liability for Losses under Section 8.1(a) for any indirect, incidental, consequential, special or punitive damages, including loss of future revenue, income or profits, diminution in which case the Seller value of Performance Packaging, the Performance Packaging Stock or the AcquirorBusiness or any multiple thereof and diminution or loss of business reputation or opportunity or any multiple thereof, as applicableor damages arising from changes in or interpretations of any Law or GAAP occurring after the date of this Agreement, and none of such Losses shall be liable aggregated for all purposes of subclause (ii) of this Section 8.1(b); and (vi) The obligation of Parent to indemnify Buyer against any Losses under Section 8.1(a) shall be reduced (A) to take into account any Tax benefits actually realized by any Buyer Indemnified Party with respect to such Damages in excess Losses or the underlying reasons therefor, (B) by the amount actually recovered by any Buyer Indemnified Party pursuant to any indemnification by or indemnification or other agreement with any third party with respect to such Losses or the underlying reasons therefor and/or (C) by the amount of insurance proceeds or other cash receipts or sources of reimbursement actually recovered by any Buyer Indemnified Party from third parties, including third party insurers, with respect to such Losses or the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateunderlying reasons therefor; provided, however, that: that (1) the Buyer Indemnified Parties shall undertake good faith efforts to promptly pursue the above-described Tax benefits and funds from third parties (including title insurance providers), (2) the Parties agree that no right of subrogation shall accrue or inure to the benefit of any source of any amounts described in this subclause (vi) and (3) if Parent pays to any Buyer Indemnified Party an amount in respect of Losses and any Buyer Indemnified Party thereafter receives from a third party a sum that is related to the matter giving rise to such Losses, then Buyer shall promptly repay to Parent an amount equal to the lesser of that sum and the amount that Parent paid in respect of such Losses; and (vii) Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) following the date that is 12 months after the Closing Date; provided, however, that (A) there shall be no time limitation on any claim brought for purposes breaches of claims made by the Acquiror under those representations and warranties set forth in Sections 11.2(a)(iii3.1(b)(i), 11.2(a)(iv3.1(e) or 11.2(a)(vand 3.1(z), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) any claim brought for purposes breach of claims made by any representation or warranty set forth in Section 3.1(g)(iv) shall survive until the Seller under Section 11.2(b)(iiitenth day following expiration of the applicable statute of limitation, except as described in the following subclause (C), the Acquiror after which Parent shall be liable not have any liability for all Damages suffered by the Seller without regard Losses under subclause (i) of Section 8.1(a) with respect to the Liability Threshold or Liability Cap; Section 3.1(g)(iv), and (C) for purposes Buyer shall preserve its right to pursue a claim under subclause (i) of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (bSection 8.1(a) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount a particular breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid representation or warranty if Buyer, prior to the Indemnified Party expiration of the applicable period, provides an Indemnification Notice to Parent with respect to the applicable alleged breach of representation or warranty, but only with respect to the Indemniteecontent of, as applicableand on the basis set forth in, relating to such claim.Indemnification Notice; and (cviii) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALParent shall not have any liability for Losses under subclause (ii) of Section 8.1(a) with respect to breaches of the covenants set forth in Article 1 other than in Section 4.4 following the date that is 30 days after the Closing Date; provided, CONSEQUENTIALhowever, SPECIAL OR INDIRECT DAMAGESthat Buyer shall preserve its right to pursue a claim under subclause (ii) of Section 8.1(a) with respect to a particular breach of such covenants if Buyer, INCLUDING BUSINESS INTERRUPTIONprior to the date that is 30 days after the Closing Date, LOSS OF FUTURE REVENUEprovides an Indemnification Notice to Parent with respect to the applicable alleged breach of covenant, DIMINUTION IN VALUEbut only with respect to the content of, PROFITS OR INCOMEand on the basis set forth in, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYsuch Indemnification Notice.

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) No indemnification shall be required to be made by an Indemnifying Party until the amount of the Claimant's Losses exceeds Seven Hundred Fifty Thousand Dollars ($750,000) in the aggregate (the "Deductible"), and then indemnification shall be required to be made to the extent of all such Losses. (b) No indemnification shall be required to be made by an Indemnifying Party for the amount of the Claimant's Losses that are in excess of Five Million Dollars ($5,000,000). (c) The indemnification obligation of an Indemnifying Party 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 the Claimant's Losses that are subsequently recovered by the Claimant pursuant to a settlement or otherwise. (d) In no event shall the Seller term "Losses" include any consequential, incidental, indirect or any loss or damage to Claimant, whether or not based upon events giving rise to indemnification hereunder, including claims brought by third parties in connection with any public offering or damages based on a multiple of earnings formula. (e) Neither party hereto shall be entitled to recover Losses with respect to any matter (including any breach of this Agreement by the Acquiror be liable for any Damages other party) which was disclosed to such party in writing at or prior to the Closing Date and waived pursuant to Section 11.2(a) 7.2 or 11.2(b)Section 8.2 hereof, as applicable. -------------------------- (f) From and after the Closing Date, unless the indemnification rights contained in this Section 12 shall constitute the sole and until exclusive remedies of ---------- the aggregate amount of parties hereunder and shall supersede and displace all such Damages exceeds $100,000 other rights that either party may have under Law. (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess g) Each of the Liability ThresholdTriton 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 then not for hold Purchaser harmless against, any Damages Losses resulting from or arising out of (i) the parties' failure to comply with any such Laws in excess respect of the then applicable Liability Cap for all claims transactions contemplated by this Agreement and (ii) any action brought or levy made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror a result thereof without regard to the Liability Threshold or Liability Cap; (B) for purposes provisions of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified12.5. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.------------

Limitations. 8.2.1 No Party shall be required to indemnify another Party under Sections 8.3.1 or 8.4.1 until the indemnifiable damages, individually or in the aggregate, exceed $50,000 (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b“Hurdle Rate”), at which point such indemnifying party shall be responsible for all indemnifiable damages that may arise, irrespective of the Hurdle Rate; and provided that indemnifiable damages shall accumulate until such time as applicablethey exceed the Hurdle Rate, unless and until whereupon the party to be indemnified shall be entitled to seek indemnification for the full amount of such damages from the first dollar. 8.2.2 Absent fraud, after the Closing, the aggregate amount of all such Damages exceeds $100,000 indemnifiable damages for which Seller Companies and Parent shall be jointly and severally liable with respect to breaches of the representations and warranties made by Seller Companies and Parent in Section 2 (other than the “Liability Threshold”)Fundamental Representations and Warranties or for knowing or intentional misrepresentations or breaches of covenants and agreements) shall not exceed the Purchase Price. 8.2.3 In the event the transactions contemplated pursuant to this Agreement and the agreements, in documents and transactions contemplated hereby and thereby are not consummated as a result of a breach hereunder by Purchaser, the maximum aggregate amount of indemnifiable damages for which case the Seller or the Acquiror, as applicable, Purchaser shall be liable for all hereunder shall equal the Purchase Price. The Parties agree that such Damages amount is a fair estimate of the maximum amount of Seller Companies’ and Parent’s potential damages and hereby agree not to assert any Claim in excess of such amount. 8.2.4 After the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)Closing, the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes sole remedy of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a any party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage hereto with respect to any Damages indemnification Claims pursuant to be indemnified. The amount this Section 8 of any Damages recoverable by a party under Section 11.2 this Agreement shall be reduced by the amount monetary damages determined pursuant to this Section 8; provided that nothing herein shall prevent Purchaser from seeking equitable remedies for, among other things, specific performance for breaches of any insurance proceeds actually paid to the Indemnified Party or the IndemniteeSection 7.7 (Confidentiality), as applicableSection 7.8 (Public Announcements), relating to such claimand Section 7.9 (Non-Competition). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything set forth in this Agreement to the contrary: (a) In no event The Seller shall not have any liability under this Agreement other than a right of the Seller 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 amounts due under the Note; provided, however, that the foregoing limitation shall not apply to recovery under Section 6.2(a) for any inaccuracy in or breach of any Fundamental Representations or the Acquiror be liable for any Damages pursuant to representations and warranties in Section 11.2(a) or 11.2(b2.8 (Compliance With Laws), as applicablefor 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 (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 6.2(a) unless and until the aggregate amount of all such Damages the damages due to the Buyer exceeds $100,000 (the “Liability Threshold”)90,000, in which case event the Seller or the Acquiror, as applicable, Buyer shall be liable entitled to recovery for all the full amount of damages from the first dollar. (d) For purposes of this Section 6, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality or other similar qualification contained in or otherwise applicable to such Damages representation or warranty. (e) The Buyer shall not be entitled to recovery for any damages to the extent such damages are reserved for as a liability or contra-asset in excess the Closing Balance Sheet as finally determined in accordance with this Agreement and are taken into account in the determination of the Liability Threshold, and then not for any Damages in excess Adjusted Working Capital. (f) All damages recoverable by the Buyer as a right of the then applicable Liability Cap for all claims made Buyer to set-off against amounts due under such Section 11.2(a) or 11.2(b)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 aggregate; providedBuyer actually recovers under any available insurance less any related costs and expenses, however, that: (A) for purposes including the aggregate cost of pursuing any related insurance claims made by and any related increases in insurance premiums. Following the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)Closing, the Seller Buyer and the Company Parties shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from claim and recover in full any damages or losses under any insurance policies available maintained by or for the benefit of the Buyer or the Company Parties or otherwise covering the business of the Company Parties if and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party extent they are seeking indemnification for such damages or losses hereunder. (g) Notwithstanding any other provision in this Agreement to the Indemniteecontrary, the Buyer shall not be entitled to a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, relating in accordance with Section 6.6 for any for damage to such claimreputation, 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. (ch) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAll amounts recovered by the Buyer as a right of set-off against amounts due under the Note, CONSEQUENTIALthe Launch Products Deferred Payments and/or the Hycet Deferred Payments, SPECIAL OR INDIRECT DAMAGESas applicable, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYin accordance with Section 6.6 shall be treated by the Parties as an adjustment to the consideration for the Units.

Limitations. Any recovery by any party under this Article X with respect to claims for indemnification pursuant to this Section 10.1 shall be limited as follows: (ai) In The maximum aggregate amount of indemnifiable Losses under Article X arising out of or resulting from the causes that may be recovered from Sellers shall not exceed the amounts then remaining of the General Escrow Amount in the Escrow Fund; provided that, notwithstanding anything in this Section 10.1(d) to the contrary, in no event shall will the Seller limitations set forth in this Section 10.1(d)(i) apply with respect to any breach of any representation, warranty, or the Acquiror be liable for any Damages covenant or obligation pursuant to Section 11.2(a3.3 (Interests) or 11.2(band Section 3A.4 (Interests), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the that no Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes amount of claims made by the Seller under Section 11.2(b)(iii)idemnifiable Losses exceeding, on an aggregate basis, the Acquiror shall be liable for all Damages suffered portion of the Purchase Price received by the Seller without regard to the Liability Threshold or Liability Cap; and such Seller; (Cii) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such No party shall be liable entitled to any recovery unless and until the total of all claims brought by such party for all Damages suffered indemnity or damages pursuant to this Section 10.1 exceeds $500,000 and such party then shall be entitled to recover only the amount by the other party without regard which such claims for indemnity or damages exceed $500,000; provided that, notwithstanding anything in this Section 10.1(d) to the Liability Threshold contrary, in no event will the limitations set forth in this Section 10.1(d)(ii) apply (x) in the event of fraud, willful misconduct or Liability Cap. bad faith, (by) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount breach of any Damages recoverable by a party under representation, warranty or covenant or obligation pursuant to Section 11.2 shall be reduced by the amount of 3.3 (Interests) and Section 3A.4 (Interests), and (z) with respect to any insurance proceeds actually paid claim for indemnification pursuant to the Indemnified Party Section 10.1(a)(iv), (v), (vi), or the Indemnitee, as applicable, relating to such claim.(vii); and (ciii) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYThe remedies set forth in this Article X and Sections 2.7 and 2.8 and the specific performance remedy referenced in Section 11.18 shall provide the sole and exclusive remedies arising from this Agreement.

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Losses for which either 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 Buyer Indemnified Party or and the IndemniteeSeller Indemnified Party, as applicable, relating and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article XII, Seller shall not have any indemnification obligations for any individual Losses arising from or in connection with Section 12.2(a)(i) unless and until the 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 Seller 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, Seller 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 either 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 either party or its Affiliates under Sections 12.2 and 12.3 with respect to claims of unrelated third parties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNeither Seller 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. (d) For purposes of determining whether a failure of any representation or warranty made by Seller or Buyer contained in this Agreement is true and accurate as of the Closing and for calculating the amount of Losses indemnifiable hereunder, CONSEQUENTIALany materiality, SPECIAL OR INDIRECT DAMAGESMaterial Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. [****] = Certain confidential information contained in this document, INCLUDING BUSINESS INTERRUPTIONmarked by brackets, LOSS OF FUTURE REVENUEhas been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, DIMINUTION IN VALUEas amended. Confidential treatment has been requested with respect to the omitted portions. (e) Except for claims based on fraud, PROFITS OR INCOMEthe right of the Buyer Indemnified Parties 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, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYas the 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 any other cause of action or remedy at law in equity for breach of 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 preceding sentence, except in the case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against the Seller or Buyer or any of their Affiliates with respect to any matter that is the subject of Article XII, and Buyer and Seller, for 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 and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the subject of this Article XII.

Limitations. (a) In no event Notwithstanding anything in this Agreement to the contrary, Parent shall not be required to issue Reciprocate Common Stock in accordance with this Section 2.7 and Section 2.2 at any time that such issuance would result in an Exchanging Member becoming the Seller record owner of 20% or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess more of the Liability Threshold, and then not for any Damages in excess outstanding shares of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapCommon Stock. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and Notwithstanding anything in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid this Agreement to the Indemnified Party contrary, the sum of the Class B Exchangeable Units exchanged pursuant to Section 2.1 during any fiscal year of the Company shall not exceed 25% of the total interests in the Company’s capital or the Indemnitee, as applicable, relating to such claimprofits. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything in this Agreement to the contrary, CONSEQUENTIALthe Company may, SPECIAL OR INDIRECT DAMAGESin lieu of exchanging Reciprocate Common Stock in accordance with this Article II, INCLUDING BUSINESS INTERRUPTIONelect to pay the Exchanging Member in cash the Trading Price (as defined in the Equity Purchase Agreement) of the Reciprocate Common Stock at the time such Reciprocate Common Stock would otherwise be issued to the Exchanging Member in accordance with this Article II; provided that the Company shall pay the Exchanging Member in cash in accordance with this Section 2.7 if Parent fails to comply or is otherwise prohibited from exchanging Reciprocate Common Stock in accordance with this Article II. (d) Notwithstanding anything in this Agreement to the contrary, LOSS OF FUTURE REVENUEan Exchanging Member shall not be entitled to exchange Class B Exchangeable Units, DIMINUTION IN VALUEand the Company shall have the right to refuse to honor any request for exchange of any Class B Exchangeable Units, PROFITS OR INCOMEif such exchange would (i) be prohibited under any applicable law or regulation or (ii) cause the Company to be classified as a “publicly traded partnership” as such term is defined in Section 7704 of the Internal Revenue Code and the regulations Table of Contents promulgated thereunder, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYin each case as reasonably determined by the Exchanging Members and the Company.

Limitations. (a) In no event shall Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller or for Damages under Section 7.1(a) shall not exceed the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess Share Value of the Liability Threshold, Buyer Holdback Shares and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a(ii) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all only that portion of the aggregate Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (Bunder Section 7.1(a) for which it would otherwise be liable which exceeds $50,000; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.13, 2.14 or 2.25. For purposes solely of claims made by this Article VII, all representations and warranties of the Seller under Section 11.2(b)(iii), the Acquiror in Article II (other than Sections 2.7 and 2.32) shall be construed as if the term “material” and any reference to “Seller Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. If the Seller is liable for all Damages suffered by in excess of the Seller without regard to Share Value of the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconductBuyer Holdback Shares, such party amount shall be liable for all Damages suffered paid by the other party without regard to the Liability Threshold check or Liability Capwire transfer of immediately available funds. (b) Each party agrees that it shallNotwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 7.2 shall not exceed $100,000 and shall be payable in shares of Buyer Common Stock at the Share Value, and (ii) the Buyer shall cause be liable for only that portion of the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any aggregate Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 7.2(a) for which it would otherwise be liable which exceeds $50,000; provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.3. For purposes solely of this Article VII, all representations and warranties of the Buyer in Article III shall be reduced by construed as if the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to term “material” were omitted from such claimrepresentations and warranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept with respect to claims based on fraud, CONSEQUENTIALafter the Closing, SPECIAL OR INDIRECT DAMAGESthe rights of the Indemnified Parties under this Article VII and Section 10.13 shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYbreach of warranty or failure to perform any covenant or agreement contained in this Agreement.

Limitations. (a) In no event Reliant shall the Seller or the Acquiror not be liable for any Damages pursuant to Loss described in Section 11.2(a8.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds Losses for which Reliant is liable is in excess of Five Hundred Thousand Dollars ($100,000 (the “Liability Threshold”500,000), in which case the Seller or the Acquirorevent, as applicable, Reliant shall be liable for all such Damages Losses in excess of such amount. Notwithstanding the Liability Thresholdforegoing, and then not for any Damages subsequent to the Closing Date in excess no event shall the liability of the then applicable Liability Cap for all claims made Reliant under such Section 11.2(a8.1(a) or 11.2(b), as applicable, exceed Ten Million Dollars ($10,000,000) in the aggregate; providedprovided that such limitation shall not apply to any breach of any of the representations or warranties of Reliant set forth in Sections 5.1, however5.2, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii5.4(a), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes and 5.8 of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capthis Agreement. (b) Each party agrees that it shallFor the 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 shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to hold harmless the Indemnified Party from and against any portion of Losses under Section 8.1 or Section 8.2 to the Indemniteeextent that such portion of such Losses results directly from any action taken by, as applicableomission of, relating to or at the express written request of, such claimIndemnified Party. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo Party hereto shall be entitled to recover for 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 connection herewith or therewith. For the avoidance of doubt, CONSEQUENTIALthe foregoing is without prejudice to any right of set-off expressly provided for in any Other Agreement, SPECIAL OR INDIRECT DAMAGESwhich does not involve setting off amounts due under this Agreement. (d) 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, INCLUDING BUSINESS INTERRUPTIONthe 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, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYin no event shall the liability of Reliant under Section 8.1(b) for non-compliance or any breach of the covenant and agreement set forth in Section 7.17 exceed Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).

Limitations. (a) In no event Except as otherwise set forth herein, the aggregate Liability of the Indemnifying Securityholders for Damages under Section 6.2(a) shall not exceed the Seller or Escrow Fund; provided that the Acquiror be liable for limitation set forth in this Section 6.4(a) shall not apply to (i) any Damages claim pursuant to Section 11.2(a6.2(a) relating to a breach of the representations and warranties set forth in Section 2.1 (Organization, Qualification and Corporate Power), Section 2.2 (Capitalization), Section 2.3 (Authorization of Transaction) or 11.2(bSection 2.30 (Broker’s Fees) (collectively, the “Excepted Representations”). (b) Except as otherwise set forth herein, as applicable, no Indemnifying Securityholder shall be obligated to indemnify the Indemnified Parties for Damages under Section 6.2(a) unless and until the aggregate total amount of all such Damages exceeds Fifty Thousand Dollars ($100,000 50,000) (the “Liability Threshold”), in at which case point the Seller or the Acquiror, as applicable, Indemnifying Securityholders shall be liable obligated to indemnify the Indemnified Parties for all such Damages in excess of the Liability Threshold, and then ; provided that the limitations set forth in this Section 6.4(b) shall not for apply to any Damages in excess claim pursuant to Section 6.2(a) relating to a breach of the then applicable Liability Cap for all claims made under such Section 11.2(a) Excepted Representations. Subsequent to determining the existence of a breach of any representation or 11.2(b)warranty, as applicable, in the aggregate; provided, however, that: (A) solely for purposes of calculating the amount of Damages pursuant to this Article VI (and not for purposes for determining whether a breach has occurred), all representations and warranties of the Company set forth in Article II shall be construed as if the terms “material” or “in all material respects” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted. (c) Any payments required to be made to an Indemnified Party pursuant to claims for indemnification hereunder with respect to Excepted Representations shall be made first by resort to the Escrow Fund, and second, if the balance of the Escrow Fund is insufficient to satisfy the entire amount of payments to be made to an Indemnified Party in respect of such Excepted Representations, by seeking recourse to each Indemnifying Securityholder, severally and not jointly in accordance with each Indemnifying Securityholder’s Pro Rata Portion. (d) All Damages recovered by the Acquiror under Sections 11.2(a)(iii)Indemnified Parties from the Escrow Fund shall be allocated among the Indemnifying Securityholders in accordance with their Pro Rata Portion of the Escrow Fund. Notwithstanding anything to the contrary herein, 11.2(a)(iv) except for claims for intentional misrepresentation, willful misconduct or 11.2(a)(v)fraud, the Seller no Indemnifying Securityholder shall be liable for more than the aggregate amount of Merger Consideration to be paid to such Indemnifying Securityholder (assuming the full amount of Merger Consideration (including all Damages suffered by amounts held in the Acquiror without regard Escrow Fund) is actually paid to the Liability Threshold or Liability Cap; (Bsuch Indemnifying Securityholder) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard pursuant to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capthis Agreement. (be) Each party agrees that it shall, and No Indemnifying Securityholder shall cause have any right of contribution against the applicable Indemnitees to, use its Company or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage the Surviving Corporation with respect to any breach of any of the Company’s representations, warranties, covenants or agreements. (f) After the Closing, except with respect to (i) any breach or nonperformance of or noncompliance with any covenant, agreement or other obligation contained (A) in this Agreement that occurs or occurred on or prior to the Closing or (B) in Article VI, (ii) any claim or liability based on, related to or arising out of, or in connection with fraud, willful misconduct or intentional misrepresentation or (iii) the equitable remedies set forth in Section 9.13, the rights of the Indemnified Parties under this Article VI and the Escrow Agreement (as limited by the provisions of this Article VI) shall be the sole and exclusive remedy of the Indemnified Parties; provided, however nothing herein shall be construed to limit the remedies available to, or the amount of Damages recoverable by, the Buyer for breach of any of the Ancillary Agreements by any of the parties thereto other than the Company or, solely in their capacity as Company Stockholders or holders of Options or Warrants, the Indemnifying Securityholders. (g) Notwithstanding anything in this Agreement to be indemnified. the contrary, no Indemnifying Party shall have any indemnification obligations under this Article VI, or shall otherwise liable, for the fraud or intentional misrepresentation of another Indemnifying Party of which such Indemnifying Party did not have, or should not have had, knowledge. (h) The amount of any Damages recoverable payable by a party under Section 11.2 the Indemnifying Securityholders pursuant to this Article VI shall be reduced by the amount of any insurance proceeds actually paid to received by the Indemnified Party with respect to the Damages (net of any insurance premium increases or other costs incurred by the Indemnitee, as applicable, relating Indemnified Party in respect of such insurance proceeds); provided that nothing set forth in this Section 6.4(h) shall require the Indemnified Party to make an insurance claim with respect to such claimDamages. (ci) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary herein, CONSEQUENTIAL(i) an Indemnified Party may not assert multiple claims under Section 6.2 in order to recover duplicative Damages in respect of a single set of facts or circumstances and (ii) to the extent an amount has been accurately and completely reflected in the calculation of Adjusted Working Capital or accurately and completely included in the Company Holder Transaction Expenses, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYsuch amount shall not also be the basis for an indemnification claim hereunder.

Limitations. (a) In no event shall the Seller 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 Closing and pursuant to Section 11.2(a11.02(a)(i) or 11.2(b11.02(b)(i), as applicable, unless and until (i) the individual claim giving rise to any Damages exceeds $100,000, in which case the Elan Companies or the Acquiror Parent and the Acquirors, as applicable, shall be liable for all Damages arising from such claim, (ii) the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”)5,000,000, in which case the Seller Elan Companies or the AcquirorAcquiror Parent and the Acquirors, as applicable, shall be liable for all such Damages only in excess of the Liability Thresholdsuch amount, and then (iii) not for any Damages amount in excess of the then applicable Liability Cap $50,000,000 for all claims made under such Section 11.2(a11.02(a)(i) or 11.2(b11.02(b)(i), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by . Notwithstanding the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)foregoing, the Seller provisions of this Section 11.03(a) shall not be liable for all Damages suffered applicable to any breach of any representation or warranty by the Acquiror without regard any party attributable to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other such party’s 's fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capmisrepresentation contained therein. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 11.02 shall be (i) reduced by (x) the amount of 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 actually paid to the Indemnified Party or the Indemnitee, as applicable, indemnified party relating to such claimclaim and (ii) if the Tax Benefits are less than zero, increased by the amount of 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 income Taxes on the amount of the net Tax cost). (c) For purposes of any right to indemnification hereunder, the representations and warranties of the Elan Companies, the King Companies and their respective Subsidiaries shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach would result in a Material Adverse Effect or an Acquiror Material Adverse Effect. (d) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES SPECIAL, EXEMPLARY OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS INTERRUPTION OR INCOMELOST PROFITS, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYPUNITIVE DAMAGES.

Limitations. (a) In no event The Company shall the Seller or the Acquiror be liable for not have any obligation to indemnify Purchaser from and against any Damages pursuant to under Section 11.2(a) 6.1, other than Damages resulting by reason of a breach of Sections 2.1, 2.2 or 11.2(b)2.5 or any fraud or intentional misrepresentation, as applicable, unless and until the aggregate amount Purchaser Indemnitees have suffered Damages by reason of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages breaches in excess of One Million United States Dollars ($1,000,000) (after which point the Liability ThresholdCompany will be obligated to indemnify the Purchaser Indemnitees from and against all such Damages) and such indemnification obligation shall not exceed Twenty-Five Million United States Dollars ($25,000,000) except with respect to a breach of Sections 2.1, 2.2 or 2.5 or in the case of fraud or intentional misrepresentation. (b) Purchaser shall not have any obligation to indemnify the Company Indemnitees from and then not for against Damages under Section 6.2, other than Damages resulting by reason of a breach of Sections 3.1 or 3.2 or any fraud or intentional misrepresentation, until the Company Indemnitees have suffered Damages by reason of all such breaches in excess of a One Million United States Dollars ($1,000,000) aggregated deductible (after which point Purchaser will be obligated to indemnify the then applicable Liability Cap for Company Indemnitees from and against all claims made under such Section 11.2(aDamages) and such indemnification obligation shall not exceed Twenty-Five Million United States Dollars ($25,000,000) except with respect to a breach of Sections 3.1 or 11.2(b), as applicable, 3.2 or in the aggregatecase of fraud or intentional misrepresentation. (c) The rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, the Company and its Subsidiaries and their respective assets and liabilities; provided, however, that: (A) that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) remedies at law or 11.2(a)(v), the Seller shall be liable in equity for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capintentional misrepresentations. (bd) The amount of Damages recoverable by an Indemnified Party under this Article VI shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each party agrees that it shall, and Indemnified Party shall cause the applicable Indemnitees to, use its Reasonable Best Efforts to seek payment or their commercially reasonable efforts to secure payment reimbursement for any Damages from its insurance policies available and in existence carrier or other collateral sources. In the event that provide coverage an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages Damages, any such amounts so received shall be payable to be indemnified. The the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 6.1 or 6.2(a), and subject to the threshold amounts set forth in Sections 6.5(a) or 6.5(b), and solely for purposes of determining the amount of any Damages recoverable by that are the subject matter of a party under Section 11.2 claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate of document delivered pursuant hereto shall be reduced by the amount of any insurance proceeds actually paid read without regard and without giving effect to the Indemnified Party term(s) “material” or “Material Adverse Effect” in each instance where the Indemniteeeffect of such term(s) would be to make such representation and warranty less restrictive (as if such words and surrounding related words (e.g., as applicable, relating to “reasonably be expected to,” “could have”) and similar restrictions and qualifiers were deleted from such claimrepresentations and warranty). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event 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 Seller Losses in respect of such claim or the Acquiror be liable for series of related claims exceeds $20,000 (any Damages pursuant to Section 11.2(asuch Losses being “Qualifying Losses”) or 11.2(b), as applicable, 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 amount of all such Damages exceeds $100,000 (the “Liability ThresholdSLGOP Deductible”), in which case Parent Indemnified Parties may bring a claim for such Losses to the Seller or extent the Acquiror, as applicable, shall be liable for all aggregate amount of such Damages in excess of Losses exceeds the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateSLGOP Deductible; provided, howeverthat such limitation shall not apply to any claim for Losses based upon a breach of any Fundamental Representation. The maximum aggregate Liability of SLG, that: SLGOP and Manager Corp under clause (Aa) of Section 7.2 shall not exceed $10,000,000 (the “Indemnity Amount”); provided, that such limitation shall not apply to any claim for purposes Losses based upon a breach of claims made by the Acquiror under Sections 11.2(a)(iiiany Fundamental Representation or to any claim for Losses pursuant to Section 7.2(b), 11.2(a)(ivSection 7.2(c) or 11.2(a)(vSection 7.2(d), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees 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 Losses in respect of such claim or series of related claims are Qualifying Losses and (ii) unless and until the Manager Indemnified Parties have paid, suffered, incurred, sustained or become subject to Qualifying Losses referred to in that it shallclause in excess of $500,000 in the aggregate (the “Parent Deductible”) in which case the Manager Indemnified Parties may bring a claim for such Losses to the extent the aggregate amount of such Losses exceeds the Parent Deductible; provided, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage no such limitation exists with respect to a claim based on a breach of any Damages to be indemnifiedof Parent’s Fundamental Representations. The amount maximum aggregate Liability of Parent under clause (a) of Section 7.3 shall not exceed the Indemnity Amount; provided, that no such limitation exists with respect to a claim based on a breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimParent’s Fundamental Representations. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything contained in this Agreement to the contrary, CONSEQUENTIALParent acknowledges and agrees that the breach by SLGOP of the representation and warranty contained in Section 3.6 shall not in and of itself result in a Loss; provided, SPECIAL OR INDIRECT DAMAGESthat the foregoing shall not prevent or otherwise affect a determination that the underlying cause of such breach shall have resulted in a Loss. (d) Nothing in this Section 7.4 shall apply to, INCLUDING BUSINESS INTERRUPTIONor in any way limit the obligations of, LOSS OF FUTURE REVENUEan Indemnifying Party under Section 7.5 to pay all defense costs in respect of third-party claims. (e) Nothing in this Section 7.4 shall apply to, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYor in any way limit the obligations of the parties under Article VI.

Limitations. (a) In no event The Company shall only be bound to indemnify the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless E Investors if and until when the aggregate amount owed to the E Investors by reason of all such Damages the implementation of this warranty exceeds $100,000 EUR 200,000, said amount representing a threshold (the “Liability Threshold”seuil de déclenchement) and not a deductible (franchise), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicableprovided however, in the aggregate; providedcase of fraud, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller this threshold amount shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capnot apply. (b) Each party agrees that it shallIn addition, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 said indemnification shall be reduced limited to an aggregate amount corresponding to 50% of the price paid up by such E Investor for the amount E shares subscribed pursuant this Agreement, provided however that the above limitation shall not apply in case of any insurance proceeds actually paid to the Indemnified Party fraud, willful misconduct or the Indemnitee, as applicable, relating to such claimgross negligence. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny Loss giving right to indemnification under this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the Company, CONSEQUENTIALand any Loss suffered by the Company shall be reduced by any payment (net of taxes and costs related thereto) received by the Company pursuant to an insurance policy or 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 any valid claim thereunder; and (iii) with respect to any Loss suffered by the Company, SPECIAL OR INDIRECT DAMAGESthe amount of the indemnification due by the Company to each E Investor pursuant to Section 5.1 above, INCLUDING BUSINESS INTERRUPTIONshall be proportionate to the percentage of Series E Preferred Shares issued pursuant to this Agreement and held by such E Investor, LOSS OF FUTURE REVENUEat the time of occurrence of the relevant Loss in the share capital of the Company on a fully diluted basis. (d) The Company’s liability under this Article 5 shall be based on Section 5.1 (a) and (b) hereof. Approval by the E Investors, DIMINUTION IN VALUEin their capacity as shareholders of the Company, PROFITS OR INCOMEof the Company’s annual accounts for any fiscal year shall not constitute, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYwhere applicable, any exception to the foregoing.

Limitations. (a) In no event The Earnout Amount shall the Seller or the Acquiror be liable available to compensate Buyer for any Damages Losses pursuant to the terms of this Agreement and Buyer may set-off against such payments the amount of any Losses, as set forth in Section 11.2(a2.3(c). (b) Notwithstanding anything to the contrary herein, in the event of a breach of any representation or 11.2(bwarranty (a “Breach”), as applicableexcept in the event of fraud or willful misconduct with respect to such Breach, unless and until (i) the aggregate liability of Seller for Damages under this Article VII shall not exceed Two Million Dollars ($2,000,000) (the “Cap Amount”), and (ii) Seller shall not be required to make any indemnification payment pursuant to Article VII for Damages resulting from any Breach until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Buyer, or to which Buyer has otherwise becomes subject, exceeds Forty Thousand Dollars ($40,000) in the aggregate (the “Floor Amount”). If the total amount of such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(aFloor Amount) or 11.2(b), as applicable, in the aggregate; provided, however, that: then Buyer shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (A) for purposes of claims made by including the Acquiror under Sections 11.2(a)(iiiFloor Amount), 11.2(a)(ivup to the Cap Amount. Any qualifications or exceptions relating to materiality with respect to any representations or warranties shall be disregarded for the purpose of determining the amount that an Indemnified Person shall be entitled to pursuant to this Article VII with respect to such representation or warranty. (c) Notwithstanding anything to the contrary herein, except in the event of fraud or 11.2(a)(v)willful misconduct with respect to the breach of any representation or warranty, (i) the aggregate liability of Buyer for Damages under this Article VII shall not exceed the Cap Amount, and (ii) Buyer shall not be required to make any indemnification payment pursuant to Article VII for Damages resulting from any Breach until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Seller, or to which Seller has otherwise becomes subject, exceeds the Floor Amount in the aggregate. If the total amount of such Damages exceeds the Floor Amount in the aggregate, then Seller shall be liable entitled to be indemnified against and compensated and reimbursed for all the entire amount of such Damages suffered by (including the Acquiror without regard Floor Amount), up to the Liability Threshold Cap Amount. Any qualifications or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror exceptions relating to materiality with respect to any representations or warranties shall be liable disregarded for all Damages suffered by the Seller without regard purpose of determining the amount that an Indemnified Person shall be entitled to the Liability Threshold pursuant to this Article VII with respect to such representation or Liability Cap; and warranty. (Cd) for purposes of Except with respect to claims made by a party due to the other party’s based on fraud or willful misconduct, such party the rights of the Indemnified Persons under this Article VII shall be liable for all Damages suffered by the other party without regard to exclusive remedy of the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Indemnified Persons with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party claims resulting from or the Indemnitee, as applicable, relating to such claimany misrepresentations, breach of warranty or failure to perform any covenant contained in this Agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event the absence of fraud, (A) neither Hosting nor Networks shall the Seller have any Liability, nor be subject to any Claim, under Section 8(b)(i)(A) of this Agreement in respect of any misrepresentation or the Acquiror be liable for breach by Hosting or Networks of any Damages pursuant representation or warranty set forth in this Agreement (1) with respect to Section 11.2(a) any individual Liability or 11.2(b), as applicableClaim, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages Claim involves Losses in excess of $5,000 or (2) the Liability Threshold, and then not for any Damages in excess amount of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicableindemnifiable 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 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 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 8, 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, that: (A) the aggregate number of shares of Common Stock VitalStream shall be required to issue pursuant to this Section 8 shall not exceed a number of shares of Common Stock equal to the number of Escrow Shares. Notwithstanding the foregoing, in the event a Purchase Share Indemnitee seeks indemnification for purposes Losses pursuant to this Section 8 in respect of claims made a breach by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(ivVitalStream or Buyer of Section 6(m) or 11.2(a)(v)Section 6(n) of this Agreement, the Seller such Purchase Share Indemnitee shall be liable for all Damages suffered by the Acquiror without regard entitled to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard Cash from VitalStream in an amount equal to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimIndemnifiable Losses. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In Notwithstanding anything to the contrary contained herein, no event shall the Buyer Indemnified Party or Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the AcquirorIndemnified Party, as applicable, shall be liable entitled to be indemnified pursuant to Section 6.1(a)(i) and Section 6.2(a)(i): (i) unless and until the aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $[*] (the “Indemnity Threshold”), at which point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified for the aggregate of all such Damages Losses in excess of the Liability Indemnity Threshold, and then not ; and (ii) unless the amount of an individual claim for any Damages in excess of the then applicable Liability Cap for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims made under such and Losses arising from substantially the same or similar facts as applicable to each of Section 11.2(a6.1(a)(i) or 11.2(bSection 6.2(a)(i), as applicable) exceeds $[*], in and no such claim shall be applied toward the aggregate; Indemnity Threshold; (b) provided, however, that: (Athat the foregoing provisions of Section 6.3(a) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage not apply with respect to any Damages to be indemnified. The amount act of fraud or any Damages recoverable by a party under Section 11.2 shall be reduced by breach of or inaccuracy in the amount of any insurance proceeds actually paid to representations and warranties set forth in Sections 3.1, 3.2(a), or 3.13 (the Indemnified Party or the Indemnitee, as applicable, relating to such claim“Specified Representations”). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALOther 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 anything set forth in this Article VI to the contrary), CONSEQUENTIALin 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 this Article VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party, SPECIAL OR INDIRECT DAMAGESincluding 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 Indemnified Party, INCLUDING BUSINESS INTERRUPTIONthe 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, LOSS OF FUTURE REVENUEthis Section 6.3(b) shall not be construed to apply to any amounts recovered from any self insurance, DIMINUTION IN VALUEcaptive insurance vehicle, PROFITS OR INCOMEor other similar arrangement. (e) 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, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.as applicable, for such Loss, the Indemnified Party shall reimburse the Indemnifying Party the amount of such Tax Benefit within a reasonable time after the Tax Return reflecting such Tax Benefit is filed with the applicable taxing authority; provided that such calculation shall be a one-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 Loss had not been incurred and

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 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 Buyer Indemnified Party or and the IndemniteeSeller Indemnified Party, as applicable, relating and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and 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 12.2(a)(i) unless and until the 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) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNeither 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, CONSEQUENTIALmarked by brackets, SPECIAL OR INDIRECT DAMAGEShas been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, INCLUDING BUSINESS INTERRUPTIONas 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, LOSS OF FUTURE REVENUEany materiality, DIMINUTION IN VALUEMaterial Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. (e) Except for claims based on fraud, PROFITS OR INCOMEthe right of the Buyer Indemnified Parties 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, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYas the 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 any other cause of action or remedy at law in equity for breach of 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 preceding sentence, except in the case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against Sellers or Buyer or any of their Affiliates with respect to any matter that is the subject of Article XII, and Buyer and Sellers, for 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 and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the subject of this Article XII.

Limitations. (a) In Notwithstanding anything herein to the contrary, no event party obligated to provide indemnification pursuant to this ARTICLE 10 (an “Indemnitor”) shall the Seller or the Acquiror be liable for any Damages of a party entitled to indemnification (an “Indemnitee”) pursuant to Section 11.2(a10.2(a) or 11.2(b), as applicable, (i) unless and until the aggregate amount of all such Damages incurred by the Indemnitee exceeds $100,000 200,000 (the “Liability ThresholdBasket”), in which case event the Seller or the Acquiror, as applicable, Indemnitor shall be liable for all such Damages in excess above the amount of the Liability ThresholdBasket, and then not for any or (ii) to the extent that such Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, exceed $2,000,000 in the aggregateaggregate (the “Cap”); provided, however, that: that notwithstanding the foregoing provisions, (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Purchaser Indemnified Persons shall be liable entitled to collect Damages hereunder for all Damages suffered by breaches or inaccuracies of the Acquiror Fundamental Representations in an amount not to exceed the Purchase Price and without regard to the Liability Threshold or Liability Cap; Basket, and (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror any Damages resulting from fraud shall be liable for all Damages suffered by specifically exempt from the Seller without regard to Basket and the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause For purposes of computing the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable incurred by a party under Section 11.2 an Indemnitee there shall be reduced by deducted an amount equal to the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemniteereceived by such Indemnitee in connection with such Damages (net of Taxes, as applicable, relating to deductibles and out-of-pocket costs incurred in connection with such claiminsurance recovery). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALFor purposes of computing the amount of Purchaser Damages for indemnification claims made pursuant to Section 10.2(g), CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYPurchaser Damages shall not include any Damages that arise out of or in connection with Purchaser’s operation of the Business or use of the Purchased Assets following the Closing (excluding the transactions contemplated by this Agreement in respect of Sellers’ winding up and liquidation of inventory to the extent these are claimed to be Purchaser’s operations or use of the Purchased Assets).

Limitations. Notwithstanding anything to the contrary contained herein or under any applicable law: (a) In no event shall the Seller or the No Acquiror be liable Indemnified Person may recover any amounts in respect of any claim for any Damages indemnification that is made pursuant to Section 11.2(athis Agreement and does not involve: (i) a Fundamental Representation or 11.2(b)(ii) Fraud, as applicable(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 all such Damages that may be claimed exceeds US $100,000 50,000 (the “Liability Threshold”), in which case and once the Seller or the AcquirorThreshold has been reached, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable Indemnified Person may make claims for indemnification and may receive amounts for all Damages suffered by (including the Acquiror without regard amount of the Threshold) pursuant to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capterms herein. (b) Each party agrees that it shallThe 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 in Section 3.8 (Intellectual Property), otherwise the total and aggregate indemnification under this Agreement and/or applicable law shall cause 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 Indemnitees tolaw or agreement, use its or their commercially reasonable efforts will the aggregate liability of the Seller under this Agreement exceed the aggregate amount of cash the Seller actually received pursuant to secure payment from Section 2.2 hereof. (c) Damages shall be calculated net of actual recoveries under existing insurance policies available (net of any applicable collection costs and reserves, 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 provide coverage 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 disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and correct, or a breach of or default in connection with any covenant or agreement, as aforesaid. (e) Notwithstanding anything to the contrary herein, (i) Seller will not have any right of indemnification, contribution or right of advancement from Acquiror, the Company or any other Acquiror Indemnified Person with respect to any Damages to claimed by any Acquiror Indemnified Person, the rights and remedies of the Acquiror Indemnified Persons after the Closing shall not be indemnified. The amount limited by any investigation made, disclosure received, or knowledge obtained, by or on behalf of any Damages recoverable by a party under Section 11.2 shall be reduced by Acquiror Indemnified Person prior to the amount Closing regarding any failure, breach or other event or circumstance or (B) any waiver of any insurance proceeds actually paid 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 Indemnitee, as applicable, relating right to characterize such claimindemnifiable matter in a manner that maximizes the recovery permitted in accordance with this Article 11. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event the case of any General Representation Claim, each Indemnifying Party shall the Seller or the Acquiror be severally and not jointly liable for such Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability for the Indemnifying Parties for all General Representation Claims shall be capped at the General Representation Cap. (b) In the case of any Specified Representation Claim, each Indemnifying Party shall be severally and not jointly liable for such Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability for the Indemnifying Parties for all Specified Representation Claims shall be capped at the Specified Representation Cap. (c) In the case of any Claim under (A) Section 10.2(a) with respect to any Fundamental Representation or any certifications made with respect thereto pursuant to Section 11.2(a) or 11.2(b8.2(a), (B) any of clauses (b) through (k) of Section 10.2 or (C) Section 10.2(l) with respect to any of the matters in the foregoing clauses (A) and (B) ((A) through (C), collectively, “Special Matters”), each Indemnifying Party shall be severally and not jointly liable for such Indemnifying Party’s Pro Rata Share of any Damages resulting therefrom, provided that the aggregate liability for the Indemnifying Parties for all Claims for Special Matters shall be capped at the Merger Consideration actually received (and, for the avoidance of doubt, amounts in the Escrow Fund and the Expense Fund and Parent Shares subject to the Restriction Agreement shall be treated as applicable“actually received” for this Section 10.3(c)) by the Indemnifying Parties pursuant to Sections 2.3(c) and (d). (d) Notwithstanding anything herein to the contrary, there shall be no maximum liability for any Indemnifying Party who committed, participated in or had actual knowledge of fraud, intentional misrepresentation or willful breach. (e) No Indemnified Party may recover any Damages in respect of General Representation Claims unless and until Damages in the aggregate amount of under all such Damages exceeds Claims that have been incurred, paid or properly accrued exceed $100,000 450,000 (the “Liability ThresholdBasket”), in which case the Seller or Indemnified Parties may recover all Damages, including the Acquiror, as applicable, shall be liable for all such Damages in excess amount of the Liability Threshold, and then not for Basket. In determining the amount of any Damages in excess respect of the then applicable Liability Cap failure of any representation or warranty to be true and correct as of any particular date, any materiality, Material Adverse Effect or similar qualification limiting the scope of such representation or warranty shall be disregarded. (f) Notwithstanding anything herein to the contrary, for all claims made purposes of calculating or determining the amount of Damages incurred under Section 10.2, there shall be deducted from any Damages an amount equal to the amount of any proceeds actually received by any Indemnified Party from any third-party insurer for such Section 11.2(a) Damages (after giving effect to any deductible or 11.2(bretention or increase in premium associated therewith to the extent paid or payable and net of any costs, Taxes and expenses of recovery or collection thereof), as applicable, in the aggregate; provided, however, that: that none of the Indemnified Parties shall have any obligation to (Ai) for purposes of claims made by seek recovery against any insurance policies (other than the Acquiror under Sections 11.2(a)(iiiTail Policy), 11.2(a)(ivor (ii) obtain insurance coverage or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a other third-party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage protection with respect to any Damages to be indemnified. The amount particular matter (other than the maintenance of any Damages recoverable by a party under the Tail Policy as provided in Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim5.17). (cg) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo Indemnified Party shall be entitled to double recovery for any indemnifiable Damages even though such Damages may be recoverable under more than one provision of Section 10.2. (h) Notwithstanding anything to the contrary contained in this Agreement, CONSEQUENTIALunder no circumstances will any Indemnified Party be entitled to recover punitive damages under this Article 10 (except to the extent such punitive damages are awarded to a third party or in the case of intentional misrepresentation or willful breach). (i) The rights to indemnification, SPECIAL OR INDIRECT DAMAGEScompensation or reimbursement set forth in this Agreement shall not be affected by any investigation conducted by any Indemnified Party, INCLUDING BUSINESS INTERRUPTIONor any knowledge acquired (or capable of being acquired) at any time (whether before or after the Agreement Date or the Closing Date), LOSS OF FUTURE REVENUEwith respect to the accuracy or inaccuracy of, DIMINUTION IN VALUEor compliance with, PROFITS OR INCOMEany representation, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYwarranty, covenant, agreement or obligation or the existence of facts and circumstances that provide the basis for a Claim hereunder.

Limitations. (a) In no event Seller shall the Seller or the Acquiror not be liable for obligated to indemnify any Damages Purchaser Indemnified Person with respect to any Indemnifiable Losses as to which any Purchaser Indemnified Person is otherwise entitled to indemnification pursuant to Section 11.2(aSections 5.2(i) or 11.2(b), as applicable, and unless and until the aggregate amount of all such Damages Losses exceeds the sum of $100,000 90,367.30 (the “Liability ThresholdBasket Amount”), in which case . Seller shall thereafter indemnify the Seller or the Acquiror, as applicable, shall be liable Purchaser Indemnified Persons for all such Damages in excess Indemnifiable Losses of the Liability Threshold, and then not for any Damages in excess of Purchaser Indemnified Persons from the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatefirst dollar thereof; provided, however, that: that the maximum aggregate obligation of Seller to the Purchaser Indemnified Persons (Aincluding, but not limited to, Liabilities of Seller for costs, expenses and attorneys’ fees paid or incurred in connection therewith or in connection with the curing of any or all breaches of Seller’s representations and warranties) collectively pursuant to Section 5.2(i) shall not exceed $90,367.30 plus $150,000 (the “Cap”); provided, however, that the Cap for purposes indemnifiable Losses arising from breaches of Fundamental Representations or for Third Party Claims arising from breaches of Section 3.10 (Intellectual Property) shall be capped at $90,367.30. Except for claims made for which Seller has assumed the defense pursuant to Section 5.5, the Purchaser Indemnified Persons shall bear the burden of demonstrating that any Indemnifiable Losses to be credited against the Basket Amount were reasonably incurred by the Acquiror Purchaser Indemnified Persons, without prejudice to Seller’s rights under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under this Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap5. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event The Indemnitors shall the Seller or the Acquiror not be liable for required to make any Damages indemnification payment pursuant to Section 11.2(a10.02(a)(i) or 11.2(b), Section 10.02(a)(ii) for any inaccuracy in or breach of any of the representations and warranties of the Company in this Agreement until such time as applicable, unless and until the aggregate 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 aggregate (it being understood that if the total amount of such Damages exceeds $100,000 (the “Liability Threshold”)Deductible, in which case then the Seller or the Acquiror, as applicable, Indemnitees shall be liable entitled to be indemnified against and compensated and reimbursed only for all such Damages that are in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bDeductible), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, The maximum liability of the Indemnitors under Sections 10.02(a)(i) and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 10.02(a)(ii) shall be reduced by the amount of any insurance proceeds actually paid equal to the Indemnified Party or the Indemnitee, as applicable, relating to such claim$8,000,000. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe 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, CONSEQUENTIALany 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, SPECIAL OR INDIRECT DAMAGESthe 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, INCLUDING BUSINESS INTERRUPTIONthe 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 set forth herein, LOSS OF FUTURE REVENUEParent 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, DIMINUTION IN VALUEor 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 connection with the due diligence investigation conducted by or on behalf of Parent in connection with its consideration of the Merger or any of the other transactions contemplated hereby or the negotiation, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYexecution and performance of this Agreement.

Limitations. The Indemnifying Party’s liability for all claims for indemnifiable Losses made under Section 7.2(a)(i) (aeach a “Claim”) In shall be subject to the following limitations: (x) the Indemnifying Party shall have no event shall the Seller or the Acquiror be liable liability for any Damages pursuant individual Claim until the amount of the Loss finally determined to Section 11.2(a) have been incurred or 11.2(bpaid equals or exceeds $50,000 (each, a “Qualified Loss”), as applicable, unless and (y) the Indemnifying Party shall have no liability for any Claims until the aggregate amount of all such Damages exceeds $100,000 the Qualified Losses finally determined to have been incurred or paid shall exceed [***] ([***]) of the “Liability Threshold”)Purchase Price, in which case the Seller or the Acquiror, as applicable, Indemnifying Party shall be liable for all Qualified Losses, and (z) the Indemnifying Party’s aggregate liability for all such Damages in excess Losses shall not exceed [***] ([***]) of the Liability Threshold, and then not for any Damages in excess Purchase Price. None of the then applicable Liability Cap for all claims made limitations set forth in this Section 7.3(a) shall apply in the case of any Losses or other indemnification matter based upon, arising out of, or relating to (i) intentional misrepresentations, fraud or criminal matters or (ii) any misrepresentation or breach of warranty under such Section 11.2(a3.1 (Organization, Qualification and Power), 3.2 (Authorization of Transaction), 3.5 (Title to Assets) or 11.2(b3.14 (Taxes) (collectively, the “Fundamental Representations”), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by that the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable Indemnifying Party’s aggregate liability for all Damages suffered by such Losses resulting from a breach of any of the Acquiror without regard Fundamental Representations shall not exceed the Purchase Price, inclusive of any other amounts actually paid out pursuant to this Article VII; provided, further, for the sake of clarity, that to the Liability Threshold extent Buyer is an Indemnified Party, Buyer may only obtain recovery for a Loss from a Claim against either Seller or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)Vivus Real Estate, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemniteebut not both, as applicable, relating to such claimthe Indemnifying Party. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall If the Seller Obligations of a Borrower would be held or determined by a court or tribunal having competent jurisdiction to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Acquiror be liable for Notes, then, notwithstanding any Damages pursuant other provision of this Agreement or the Notes to Section 11.2(a) or 11.2(b)the contrary, as applicable, unless and until the aggregate amount of the liability of such Borrower under this Agreement and the Notes shall, without any further action by such Borrower, the Lenders, the Agent, the Letter of Credit Issuer or any other person, be automatically limited and reduced to an amount which is valid and enforceable. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Damages exceeds $100,000 Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Liability ThresholdMaximum Rate”)) that may be contracted for, charged or otherwise received by the Lender holding such Loan in which case accordance with applicable law, the Seller or the Acquirorrate of interest payable in respect of such Loan hereunder, as applicabletogether with all Charges payable in respect thereof, shall be liable for all limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Damages in excess Loan but were not payable as a result of the Liability Threshold, and then not for any Damages in excess operation of the then applicable Liability Cap for all claims made under such this Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by cumulated and the Acquiror without regard interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such Lender shall have received such cumulated amount, together with interest thereon at the Fed Funds Rate to the Liability Threshold or Liability Cap; (B) for purposes date of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cappayment. (b) Each party agrees Without limiting the generality of paragraph (a), above, each Borrower and the Agent, the Letter of Credit Issuer and each Lender, hereby confirms that it shallis the intention of all such parties that none of this Agreement, the Notes or any other Loan Document constitute a fraudulent transfer or conveyance under any Debtor Relief Law, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to the Loan Documents. Therefore, such parties agree that the Obligations of a Borrower shall be limited to such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Borrower that are relevant under such laws, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect after giving effect to any Damages collections from, rights to be indemnified. The amount receive contribution from or payments made by or on behalf of the other Borrowers and any Damages recoverable by other obligor, result in the Obligations not constituting a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party fraudulent transfer or the Indemnitee, as applicable, relating to such claimconveyance. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe provisions of this Section 16.3 are intended solely to preserve the rights of Lenders, CONSEQUENTIALthe Letter of Credit Issuer and the Agent hereunder to the maximum extent permitted by applicable Law, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYand neither a Borrower nor any other Person shall have any right or claim under such provisions that would not otherwise be available under applicable Law.

Limitations. (a) In no event Buyer and Sellers shall the Seller or the Acquiror be liable for any Damages pursuant to under Section 11.2(a11.1(i) or 11.2(bSection 11.2(i), as applicable, unless and until the aggregate amount of all such Damages exceeds only when total indemnification claims exceed Two Million Three Hundred Thousand Dollars ($100,000 2,300,000) (the “Liability ThresholdBasket Amount”), in after which case the Seller Buyer or the AcquirorSellers, as applicable, shall be liable only for all such Damages the amount in excess of the Liability Threshold, and then not Basket Amount. No party shall be liable for any Damages in excess of the then applicable Liability Cap for all claims made under such indemnification pursuant to Section 11.2(a11.1(i) or 11.2(bSection 11.2(i), as applicable, in for any claims for misrepresentations and breaches of warranty which are the aggregate; providedbasis upon which any other party shall have failed to consummate the transactions described herein pursuant to Section 7.1 or Section 8.1, howeveras applicable, that: or which are based upon misrepresentations and breaches of warranty which have been waived pursuant to the initial paragraph of Section 7 or Section 8, as applicable. The liability of Buyer and Sellers for indemnification under Section 11.1(i) or Section 11.2(i) (A) i.e., for purposes misrepresentations and breaches of claims made by the Acquiror under Sections 11.2(a)(iiiwarranties), 11.2(a)(ivrespectively, shall be limited to an amount equal to twenty-five percent (25%) or 11.2(a)(vof the Purchase Price (the “R&W Indemnification Cap”). Further, and subject to the R&W Indemnification Cap, the liability of Sellers for any Loss incurred by any Buyer Indemnified Party under Section 11.2(i) shall be equal to eighty percent (80%) of the Loss incurred by such Buyer Indemnified Party. Notwithstanding the foregoing provision of this Section 11.3(a), the Seller limitation on liability, the R&W Indemnification Cap and the Basket Amount shall be liable for all Damages suffered not apply to claims arising under Section 11.1(i) or Section 11.2(i) resulting from the intentional misrepresentation or fraud by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other indemnifying party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to The liability of Buyer for any Damages to be indemnified. The amount of Loss incurred by any Damages recoverable by a party Seller Indemnified Party under Section 11.2 11.1(iii) (i.e., for Retained Liabilities), shall be reduced equal to twenty percent (20%) of the Loss incurred by the amount of any insurance proceeds actually paid to the such Seller Indemnified Party or the Indemnitee, as applicable, relating to such claimParty. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe liability of Sellers for any Loss incurred by any Buyer Indemnified Party under Section 11.2(iii) (i.e., CONSEQUENTIALfor Retained Liabilities), SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYshall be equal to eighty percent (80%) of the Loss incurred by such Buyer Indemnified Party.

Limitations. (a) In no event Neither Transferor nor Transferee shall the Seller or the Acquiror be liable required to indemnify any Indemnified Party for any Damages pursuant to Section 11.2(a) for any breach of a representation or 11.2(b), as applicable, warranty unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2 exceeds 1% of the Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatethreshold; provided, however, that: (A) that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for purposes indemnity under this Article VII shall not exceed 10% of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)Purchase Price. Notwithstanding anything in the foregoing to the contrary, the Seller limitations contemplated by this Section 7.4(a) shall be liable not apply to any claims for all fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages suffered by the Acquiror without regard arising out of or relating to the Liability Threshold breach of any Fundamental Representation or Liability Caprepresentation or warranty of Transferor set forth in Section 3.11; (B) provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for purposes Damages arising out of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard or relating to the Liability Threshold or Liability Cap; and (C) for purposes breach of claims made by a party due to the other party’s fraud or willful misconduct, such party Fundamental Representations shall be liable for all Damages suffered by not exceed the other party without regard to the Liability Threshold or Liability CapPurchase Price. (b) Each party agrees that it shallFor purposes of determining the amount of Damages, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to be indemnified. The amount 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 Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party representation or the Indemnitee, as applicable, relating to such claimwarranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS OF CONTRARY IN THIS AGREEMENT, THE PARTIES HERETO EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL NOT EXTEND TO PUNITIVE DAMAGES OR HAVE ANY LIABILITY TO ANY INCIDENTALPARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL REMOTE, OR INDIRECT SPECULATIVE DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSAVE 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.

Limitations. (a) In no event shall the Seller or the Acquiror be liable No claim for any Damages pursuant asserted under Section 7.2(b)(i)(1) and Section 7.2(c)(i)(1) with respect to Section 11.2(a) an inaccuracy in or 11.2(b), as applicable, unless and breach of any representation or warranty shall be made by a Parent Indemnified Person or Target Indemnified Person until the aggregate amount of all Damages with respect to such Damages claims exceeds One Hundred Thousand Dollars ($100,000 100,000) (the “Liability ThresholdLimitation”), in which case event such Parent Indemnified Person or Target Indemnified Person shall be permitted to make claims under this ARTICLE VII for Damages regardless of the Seller or Limitation. Subject to the Acquirorlast two sentences of this Section 7.2(d), as applicable, the Indemnifying Parties shall not be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicableEscrow Fund, in the aggregatecase of Target, or one hundred thousand (100,000) shares of Parent Common Stock, in the case of Parent or Merger Sub (the “Cap”). The Limitation and the Cap shall not apply to (1) any claims related to an inaccuracy or breach of any Fundamental Representation, for which Parent shall be entitled to make a claim against a Target Holder (after Parent has first exhausted its available remedies against the Escrow Fund) only up to the Stock Consideration received by such Target Holder; or (2) any claims based on a finding of fraud, intentional misrepresentation or intentional misconduct by a Target Holder, for which Parent shall be entitled to make a claim against the Target Holder found to have engaged in fraud, intentional misrepresentation or intentional misconduct without limitation hereunder. The remedies provided in this ARTICLE VII shall be the exclusive post-Closing remedies of the Parties in connection with any claim, cause of action, suit, injunction, judgment, decree, settlement, litigation, investigation or proceeding arising out of this Agreement; provided, however, that: (A) for purposes that nothing herein is intended to waive or bar any equitable remedies of claims made by a Party or to limit the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes rights of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage any Party against any Person with respect to any Damages to be indemnified. The amount of any Damages recoverable fraud by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimPerson. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) The Purchaser Indemnified Parties shall not be entitled to recover for any Losses pursuant to Section 7.2(a) hereunder, unless (i) each of such Losses exceeds Fifty Thousand Dollars ($50,000) (the “Minimum Amount”) and (ii) all such Losses (excluding Losses individually less than the Minimum Amount) in the aggregate exceed Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000) (the “Purchaser Deductible Amount”), at which time Purchaser shall be entitled to be indemnified and compensated thereafter for all Losses (excluding Losses less than the Minimum Amount) in excess of the Purchaser Deductible Amount. Solely for purposes of determining the amount of Losses for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller pursuant to Section 7.2 for a breach of, or inaccuracy in, any representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality or Material Adverse Effect standard contained in the applicable representation or warranty shall be disregarded. Absent fraud, in no event shall Seller’s actual cumulative liability for Losses pursuant to Section 7.2, excluding Losses relating to the Excluded Claims or Taxes, exceed Two Hundred Two Million, Five Hundred Thousand Dollars ($202,500,000). In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable Seller’s actual cumulative liability for all such Damages in excess of the Liability ThresholdLosses hereunder, and then not including liability for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard Losses relating to the Liability Threshold Excluded Claims and Taxes, exceed the Purchase Price. Each Loss or Liability Cap; (B) for purposes right of claims made by the Seller indemnification under Section 11.2(b)(iii), the Acquiror shall be liable 7.8 for all Damages suffered by the Seller without regard which any Purchaser Indemnified Party is entitled to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 recovery shall be reduced by (i) the amount of any insurance proceeds actually paid received by such Purchaser Indemnified Party (net of costs and expenses of collection) with respect to such Loss or right of indemnification and (ii) any indemnity, contribution or other similar payment that such Purchaser Indemnified Party received from any third party with respect to such Loss or right of indemnification. If Purchaser received any payment from Seller in respect of any Losses pursuant to Section 7.2 and Purchaser could have recovered all or part of such Losses from a third party (a “Potential Contributor”) based on the underlying Claim (other than for Taxes), at the written request of the Seller, Purchaser shall, to the extent permitted by applicable Legal Requirement and any contractual provision, assign such of its rights to proceed against the Potential Contributor as are necessary to permit Seller to recover from the Potential Contributor the amount of such payment. (b) In determining the amount of Losses for which any Seller Indemnified Party is entitled to be indemnified by Purchaser pursuant to Section 7.3 for a breach of, or inaccuracy in, any representation or warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), any materiality standard contained in the Indemnitee, as applicable, relating applicable representation or warranty shall be disregarded. Each Loss or right of indemnification pursuant to Section 7.8 for which any Seller Indemnified Party is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds actually received by such Seller Indemnified Party (net of costs and expenses of collection) with respect to such claimLoss or right of indemnification and (ii) any indemnity, contribution or other similar payment that such Seller Indemnified Party received from any third part with respect to such Loss or right of indemnification. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding any other provision of this Agreement to the contrary, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYin no event shall Losses include a party’s incidental or consequential damages or special or punitive damages to such party.

Limitations. (1) Notwithstanding any other provision of this Agreement: (a) In no event 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 Seller Glencore Indemnitee to the Company on or prior to the Acquiror latest date permitted by applicable law (or in the case of the covenants of the Company, such shorter period expressly specified therein); and (b) any Claim arising out of any breach or inaccuracy 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 9.03 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 Damages pursuant to Section 11.2(aindividual claim (or series of related claims) for Losses unless the amount of Losses in respect of such claim (or 11.2(b), as applicable, series of related claims) exceeds $[Redacted - Commercially sensitive information]; and (ii) unless and until the aggregate amount of all such Damages Losses exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, [Redacted - Commercially sensitive information] and then only to the extent of such excess; and (b) the Company's maximum liability under Section 9.01 shall not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, exceed $[Redacted - Commercially sensitive information] in the aggregate; provided, however, that: (A) for purposes provided that the foregoing limitations shall not apply in the case of claims made fraud by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(ivCompany. (4) or 11.2(a)(v)Notwithstanding anything to the contrary in this Agreement, the Seller Company shall not be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold under this Agreement in respect of: (a) any consequential, special, indirect, multiple-of-profit or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold punitive damages or Liability Cap; and (C) for purposes of claims made by Losses in connection with a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.Direct Claim; (b) Each party agrees any Loss which is contingent unless and until such contingent Loss becomes an actual Loss that it shall, is due and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim.payable; (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYany Loss to the extent that such Loss arises as a result of a failure by Glencore to comply with any of its obligations under this Agreement; (d) any changes in Applicable Law or changes in generally accepted interpretation or application of Applicable Law; or (e) any changes in Applicable Accounting Standards or generally accepted interpretation or application of Applicable Accounting Standards.

Limitations. (a) In no event shall Notwithstanding any other provision in this Article X, Parent will be entitled to indemnification only to the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until extent that the aggregate amount Indemnifiable Amounts (which shall be determined for all purposes of all such Damages exceeds this Article X disregarding any qualification in any representation or warranty as to "materially" or "material") exceed Fifty Thousand Dollars ($100,000 50,000) (the “Liability Threshold”)"THRESHOLD AMOUNT") PROVIDED THAT at such time as the amount to which Parent is entitled to be indemnified exceeds the Threshold Amount, in which case the Seller or the Acquiror, as applicable, Parent shall be liable for all such Damages entitled to be indemnified only in excess of the Liability ThresholdThreshold Amount. The aggregate amount to which Parent will be entitled to be indemnified will not exceed a dollar amount equal to the aggregate number of Escrow Shares valued at the Parent Average Closing Price, and then not the liability of any single stockholder of HT for any Damages in excess indemnification obligations after the termination of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Escrow Agreement shall be liable for all Damages suffered further limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by the Acquiror without regard such stockholder relative to the Liability Threshold 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 Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, misstatements or omissions by HT or such party person and that the Threshold Amount shall be liable for all Damages suffered by the other party without regard not apply to the Liability Threshold breaches of representation of any Letter of Transmittal or Liability Cap. Article IV (a) and (b) Each party agrees that it shall, and shall cause ). Parent may seek indemnification hereunder after the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and termination of the Escrow during the period as described in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim10.5. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, the Equity Holders shall the Seller or the Acquiror not be liable for any Damages pursuant to under Section 11.2(a6.1(a) or 11.2(b), as applicable, clause (x) of Section 8.2 unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in for which case the Seller or the Acquiror, as applicable, shall 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 all such the aggregate Damages under Sections 6.1(a) and clause (x) of Section 8.2 and not just amounts in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b$1,000,000), as applicable, in the aggregate; provided, however, that: that the limitation set forth in this paragraph (Aa) shall not apply with respect to any liability with respect to breaches of Section 2.9(o) or, for purposes the avoidance of claims made by the Acquiror doubt, liability under Sections 11.2(a)(iii), 11.2(a)(ivclauses (y) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (Bz) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap8.2. (b) Each party agrees that it shallFrom and after the Effective Time, except in the case of fraud or knowing misrepresentation, the sole and shall cause exclusive remedy of the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Buyer with respect to claims resulting from or relating to any Damages misrepresentation, breach of warranty or failure to be indemnified. The amount perform any covenant or agreement contained in this Agreement (including any claim under Article VIII) or arising out of any Damages recoverable by a party or in connection with the Company's obligations under Section 11.2 this Agreement shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimIndemnification Escrow Shares. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo Equity Holder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, CONSEQUENTIALwarranties, SPECIAL OR INDIRECT DAMAGEScovenants or agreements. (d) Notwithstanding anything to the contrary set forth herein, INCLUDING BUSINESS INTERRUPTIONnothing 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 right of the Buyer to assert any claim based on fraud or knowing misrepresentation not based on the indemnification obligations set forth in Sections 6.1 and 8.2 of this Agreement (as affirmed by Section 4 of the Stockholders Agreement and Section 2 of the Management Participant Agreement)). (e) Any recovery of Damages by the Buyer for indemnification pursuant to Article VI shall be offset by any insurance proceeds actually received by the Buyer corresponding to such indemnification claim. To the extent the Buyer receives any such insurance proceeds after the delivery of Indemnification Escrow Shares from the Equity Holders pursuant to Section 3 of the Indemnification Escrow Agreement, LOSS OF FUTURE REVENUEthe Buyer will issue and deliver that number of Buyer Common Shares equal to the value of the insurance proceeds to the Equity Holders or to the Escrow Agent, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYto be allocated among the Equity Holders in accordance with Article I of this Agreement.

Limitations. (a) In no event No amounts of indemnity shall the Seller be payable as a result of any claim arising under Section 7.2(a) relating to a breach or the Acquiror be liable for any Damages pursuant to Section 11.2(a) alleged breach of a representation or 11.2(b), as applicable, warranty unless and until the Purchaser Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in that clause in excess of one hundred seventy five thousand dollars ($175,000) in the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable Purchaser Indemnified Parties may bring a claim for all such Damages Losses in excess of the Liability Threshold, except that the Purchaser Indemnified Parties may bring claims related to any breach or alleged breach of a representation or warranty under Sections 3.1, 3.2(a), 3.7, 3.22, 3.32 and then 3.33 shall not be subject to, or in any way limited by, the Threshold. Except for indemnity based on any Damages in excess of Sections 3.1, 3.2(a), 3.7, 3.13, 3.22, 3.32 and 3.33, the maximum Liability of the then applicable Liability Cap for all claims made Sellers under such Section 11.2(aSections 7.2(a) or 11.2(b), as applicable, shall not exceed three million five hundred thousand dollars ($3,500,000) in the aggregate; providedaggregate (the “Indemnity Amount”). Notwithstanding anything herein to the contrary, howeverthe maximum aggregate liability of the Sellers under Section 7.2(a) shall not exceed the aggregate cash portion of the Purchase Price paid by Purchaser to the Sellers after giving effect to the adjustments in accordance with Section 2.10 and Section 2.11 (the “Maximum Indemnity Amount”). For the purpose of calculating any Loss arising from a breach by the Sellers of any representation or warranty that is qualified in any respect by materiality, that: (A) Seller Material Adverse Effect or Business Material Adverse Effect, solely for purposes of claims made by the Acquiror under Sections 11.2(a)(iiicalculating such Loss for purpose of this Section 7.4(a), 11.2(a)(iv) such materiality, Seller Material Adverse Effect or 11.2(a)(v), the Seller shall Business Material Adverse Effect qualification will in all respects be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for ignored. For purposes of claims made by the Seller determining if a breach occurred for any reason under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconductthis Agreement, such party shall qualification in respect of materiality or Seller Material Adverse Effect should not be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capignored. (b) Each party agrees No amounts of indemnity shall be payable as a result of any claim arising under Section 7.3(a) relating to a breach or alleged breach of a representation or warranty unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in that it shallclause in excess of the Threshold, in which case the Seller Indemnified Parties may bring a claim for all such Losses in excess of the Threshold, except that the Seller Indemnified Parties may bring claims related to any breach or alleged breach of a representation or warranty under Sections 4.1, 4.2(a) and 4.4 and such claims shall cause the applicable Indemnitees not be subject to, use its or their commercially reasonable efforts in any way limited by, the Threshold. Notwithstanding anything herein to secure payment the contrary, the maximum aggregate liability of Purchaser under Section 7.3(a) shall not exceed the Indemnity Amount. For the purpose of calculating any Loss arising from insurance policies available and a breach by Purchaser of any representation or warranty that is qualified in existence that provide coverage with any respect to by materiality or Purchaser Material Adverse Effect, solely for purposes of calculating such Loss for purposes of this Section 7.4(b), such materiality or Purchaser Material Adverse Effect qualification will in all respects be ignored. For purposes of determining if a breach occurred for any Damages to purpose under this Agreement, such qualifications in respect of materiality or Purchaser Material Adverse Effect shall not be indemnified. ignored. (c) The amount of any Damages recoverable by a party under Section 11.2 shall claim pursuant to this Article VII will be reduced by the amount of any insurance proceeds and the amount of any Tax benefit (net of all Tax detriments incurred in the Loss) when actually paid realized to the Indemnified Party in respect of such claim or the Indemnitee, as applicable, relating facts or events giving rise to such claimindemnity obligation. If the Indemnified Party realizes such Tax benefit or insurance proceeds after the date on which an indemnity payment has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the indemnifying party in an amount equal to such Tax benefit or insurance proceeds; provided, that such payment shall not exceed the amount of the indemnity payment. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss. (cd) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALIn no event will any of the Parties be liable under this Article VII for incidental, CONSEQUENTIALconsequential (including business interruption, SPECIAL OR INDIRECT DAMAGESloss of future revenue, INCLUDING BUSINESS INTERRUPTIONprofits or income, LOSS OF FUTURE REVENUEor loss of business reputation or opportunity), DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYor punitive damages.

Limitations. (a) In Notwithstanding any other provisions of this Agreement to the contrary, no event shall the Seller or the Acquiror claim may be liable made by any Parent Indemnified Party for indemnification for any Damages pursuant to Section 11.2(aWarranty Breach (other than a claim arising from any breach or inaccuracy of any of the Fundamental Representations, fraud or intentional misrepresentation) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages Losses for which the Indemnified Parties seek to be indemnified pursuant to Section 10.2(a) exceeds Twenty Thousand Dollars ($100,000 (the “Liability Threshold”20,000), in at which case time the Seller or the Acquiror, as applicable, Parent Indemnified Parties shall be liable entitled to indemnification for all the amount of Losses that exceeds such Damages in excess amount. Notwithstanding any other provision of this Agreement to the Liability Thresholdcontrary, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by determining the Acquiror under Sections 11.2(a)(iii)Support Agreement Securityholders’ liability to the Parent Indemnified Parties and whether the foregoing threshold has been exceeded, 11.2(a)(iv) or 11.2(a)(v), the Seller Losses shall be liable deemed not to include a Loss or Losses from any individual claim or series of related claims for all Damages suffered by indemnification in an amount of less than Five Thousand Dollars ($5,000) (other than a claim arising from any breach or inaccuracy of any of the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)Fundamental Representations, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capintentional misrepresentation). (b) Each party agrees Notwithstanding any other provisions of this Agreement to contrary, except for (i) breaches of the Fundamental Representations, (ii) fraud, or (iii) intentional misrepresentation, the aggregate amount for which the Support Agreement Securityholders shall be liable to the Parent Indemnified Parties for all Losses for Warranty Breaches shall not exceed twenty-five percent (25%) of the Net Closing Date Consideration; provided, that, the aggregate amount for which the Support Agreement Securityholders shall be liable to the Parent Indemnified Parties for all Losses for breaches of Fundamental Representations shall not exceed one hundred percent (100%) of the Net Closing Date Consideration. (c) Notwithstanding anything to the contrary in this Agreement, the Support Agreement Securityholders shall not have any liability to any Parent Indemnified Party if any Tax attributes of the Company or any Subsidiary (including, but not limited to, net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Company, any Subsidiary, Parent, or any of their Affiliates for any taxable period. (d) In no event shall any Indemnifying Party be responsible and liable for any Losses or other amounts under this Agreement that it shallare consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Losses. Parent shall (and shall cause the applicable Indemnitees Company and any Subsidiary to, ) use its or their commercially reasonable efforts to secure payment from insurance policies pursue all legal rights and remedies available and in existence that provide coverage with respect order to minimize the Losses for which indemnification is provided to any Damages to be indemnifiedParent Indemnified Party. The amount of any Damages recoverable by a party Losses for which indemnification is provided under Section 11.2 this Agreement shall be reduced by the amount of any insurance proceeds actually paid related recoveries to which the Indemnified Party or the Indemnitee, as applicable, relating to such claimis entitled under insurance policies. (ce) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny Support Agreement Securityholder that elected to receive Stock Consideration may, CONSEQUENTIALin his sole discretion, SPECIAL OR INDIRECT DAMAGESsatisfy all or a portion of his obligations under this Article X by delivering to Parent a number of shares of Parent Common Stock with a value equal to the amount thereof. For this purpose, INCLUDING BUSINESS INTERRUPTIONthe “value” of any shares of Parent Common Stock delivered in satisfaction of an indemnity claim shall be the greater of (i) Two Dollars ($2.00) per share and (ii) the average of the last reported sales price per share (or in the absence of a last reported sales price, LOSS OF FUTURE REVENUEthe average of the Closing Price) of Parent Common Stock over the ten (10) consecutive trading days ending two trading days before such shares are delivered to Parent as provided above (subject to equitable adjustment in the event of any stock split, DIMINUTION IN VALUEstock dividend, PROFITS OR INCOMEreverse stock split or similar event affecting the Parent Common Stock since the beginning of such ten (10) day period), OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYmultiplied by the number of such shares of Parent Common Stock delivered to Parent to satisfy the indemnification claim.

Limitations. (a) In no event The Company shall only be bound to indemnify the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless E Investors if and until when the aggregate amount owed to the E Investors by reason of all such Damages the implementation of this warranty exceeds $100,000 EUR 200,000, said amount representing a threshold (the “Liability Threshold”seuil de déclenchement) and not a deductible (franchise), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicableprovided however, in the aggregate; providedcase of fraud, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller this threshold amount shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capnot apply. (b) Each party agrees that it shallIn addition, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 said indemnification shall be reduced limited to an aggregate amount corresponding to 50% of the price paid up by such E Investor for the amount E shares and/or the E Convertible Bonds subscribed pursuant this Agreement, provided however that the above limitation shall not apply in case of any insurance proceeds actually paid to the Indemnified Party fraud, willful misconduct or the Indemnitee, as applicable, relating to such claimgross negligence. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny Loss giving right to indemnification under this Article 5 shall be determined as follows: (i) any Loss shall be indemnified only once by the Company, CONSEQUENTIALand any Loss suffered by the Company shall be reduced by any payment (net of taxes and costs related thereto) received by the Company pursuant to an insurance policy or 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 any valid claim thereunder; and (iii) with respect to any Loss suffered by the Company, SPECIAL OR INDIRECT DAMAGESthe amount of the indemnification due by the Company to each E Investor pursuant to Section 5.1 above, INCLUDING BUSINESS INTERRUPTIONshall be proportionate to the percentage 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) The Company’s liability under this Article 5 shall be based on Section 5.1 (a) and (b) hereof. Approval by the E Investors, LOSS OF FUTURE REVENUEin their capacity as shareholders of the Company, DIMINUTION IN VALUEof the Company’s annual accounts for any fiscal year shall not constitute, PROFITS OR INCOMEwhere applicable, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYany exception to the foregoing.

Limitations. (a) The Company shall not be liable to any of the Purchaser Indemnified Parties for any Losses pursuant to Section 7.2(a) (other than with respect to any Loss arising out of the Fundamental Representations and those representations and warranties set forth in Schedule B15 (Tax Matters)), including references thereto in the certificate contemplated by Section 4.3(d), unless the aggregate of all Losses therefrom for which the Company would otherwise be liable exceeds an amount equal to $17,821,000 (the “Deductible”), and then only for Losses in excess of the Deductible. (b) The Company shall not be liable to any of the Purchaser Indemnified Parties pursuant to Section 7.2(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds $250,000 (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a). For the avoidance of doubt, for purposes of this Section 7.4(b), with respect to Tax matters, two or more Losses will be considered a series of related Losses arising from a common set of facts to the extent such Losses relate to the same underlying Tax matter or Tax reporting position, regardless of whether such Losses arise or are assessed (x) with respect to more than one taxable period, (y) in more than one jurisdiction, or (z) with respect to or against more than one taxpayer. (c) In no event shall the Seller Company’s aggregate obligation or liability to any of the Acquiror Purchaser Indemnified Parties for Losses with respect to the matters contained in Section 7.2(a) (other than with respect to any Loss arising out of the Fundamental Representations and those representations and warranties set forth in Schedule B15 (Tax Matters)) exceed $213,848,000 (the “Cap”). No Party shall have any obligation or liability to any other Person under this Article 7 in excess of the Securities Purchase Price. (d) Notwithstanding anything to the contrary set forth in this Agreement, no Purchaser Indemnified Party or Company Indemnified Party (each, an “Indemnified Party”) shall be entitled to indemnification, payment or reimbursement under any provision of this Agreement for any amount to the extent such Person has been indemnified, paid or reimbursed for such amount under any other provision of this Agreement or under any other agreement, arrangement or understanding. (e) Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not have any obligation or be liable for any Damages Losses to the extent such Losses primarily arise out of any voluntary act, omission, transaction or arrangement carried out by or on behalf of Purchaser, Parent, any of their respective Subsidiaries or any of its or their respective Representatives (other than as expressly required by this Agreement); provided that, with respect to any Loss arising out of any inaccuracy in or breach of the representations and warranties set forth in Schedule B15 (Tax Matters), this Section 7.4(e) shall apply only to the extent that, at the time of such voluntary act, omission, transaction or arrangement that gave rise to such Loss, Purchaser or Parent had actual knowledge of such inaccuracy or breach or such inaccuracy or breach would have been reasonably expected. (f) The Company shall not be liable to any of the Purchaser Indemnified Parties pursuant to Section 11.2(a7.2(a) or 11.2(bfor any Taxes arising out of those representations and warranties set forth in Schedule B15 (Tax Matters) (other than those representations set forth in Schedule B15(c), as applicablethe first sentence of Schedule B15(d), unless the second clause of the third sentence of B15(d) (beginning with “. . . no such Tax exemption . . .”) and until Schedules B15(e), B15(f) and B15(g)) except to the aggregate extent that such Taxes are allocable to a Pre-Closing Tax Period. For purposes of determining the amount of all such Damages exceeds $100,000 (Taxes allocable to any Pre-Closing Tax Period, the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Straddle Period shall be liable for all such Damages in excess considered to consist of two taxable years or periods, one which ended at the close of the Liability ThresholdClosing Date and the other which began at the beginning of the day following the Closing Date, and then not for any Damages in excess items of income, gain, deduction, loss or credit of the then applicable Liability Cap Company for all claims made under the Straddle Period shall be allocated between such Section 11.2(a) two taxable years or 11.2(b), as applicable, in periods on a “closing of the aggregatebooks basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii)that exemptions, 11.2(a)(iv) allowances or 11.2(a)(v)deductions that are calculated on an annual basis, the Seller such as property Taxes and depreciation deductions, shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold apportioned between such two taxable years or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by periods on a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capdaily basis. (bg) Each party agrees Indemnified Party shall use its reasonable best efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that it shallwould reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no obligation or liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Party made such efforts. Without limiting the 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 an obligation or liability to such Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly and shall cause implement such reasonable actions as the applicable Indemnitees toIndemnifying Party shall request in writing for the purposes of mitigating the possible Losses arising therefrom. Notwithstanding the foregoing, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage this Section 7.4(f) shall not apply with respect to any Damages to be indemnified. The amount Losses arising out of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount inaccuracy in or breach of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimrepresentations and warranties set forth in Schedule B15 (Tax Matters). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall Notwithstanding anything to the Seller or contrary herein, the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Indemnifying Parties shall be liable under this Article VI for all such Damages in excess only that portion of the Liability Thresholdaggregate Damages which exceeds $2,500,000, and then not for any Damages in excess the maximum liability of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), Company Stockholders hereunder shall not exceed the aggregate Value (as applicable, defined in the aggregate; providedEscrow Agreement) of the Escrow Shares. For purposes solely of this Article VI, however, that: all representations and warranties in Article II (Aother than Sections 2.15 and 2.32) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by construed as if the Acquiror without regard terms "material" and references to the Liability Threshold or Liability Cap; "Company Material Adverse Effect" (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees Except with respect to claims based on fraud on behalf of the Company or the Company Stockholders, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any representation or warranty contained in this Agreement. (c) Except with respect to claims based on fraud on behalf of the Company or the Company Stockholders, the Parties agree that it shallthe sole recourse of the Indemnified Parties in respect of any claims under this Article VI shall be the Escrow Shares and, and other than the Escrow Shares, no Company Stockholders shall cause have any obligation to make any other payment or otherwise be liable to the applicable Indemnitees toBuyer, use the Transitory Subsidiary, Surviving Corporation or any of the Indemnified Parties hereunder. (d) No Company Stockholder, in its capacity as such, shall have any right of contribution against the Company or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage the Surviving Corporation with respect to any Damages to be indemnified. breach by the Company of any of its representations or warranties contained in this Agreement. (e) The amount of any Damages recoverable of any Indemnified Party shall be determined net of any United States or foreign federal, state or local income Tax benefit realized by the Indemnified Party as a party under Section 11.2 result of the incurrence of such Damages (net of any increased tax liability that results from the receipt of such indemnity payment) and shall be reduced by the any amount of any insurance proceeds actually paid to received by the Indemnified Party or under any insurance policy with respect to the Indemnitee, as applicable, relating matter giving rise to such claimDamages. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event No indemnity shall be payable to the Seller AHD Indemnified Parties under Section 12.2(a) with respect to any claim resulting from any breach or the Acquiror be liable for inaccuracy of any Damages pursuant to Section 11.2(a) representation or 11.2(b), as applicablewarranty, unless and until the aggregate amount of all such Damages Losses due from Atlas exceeds $100,000 (the “Liability Threshold”)5,000,000, in which case the Seller or the Acquiror, as applicable, shall be liable for event all such Damages Losses so due in excess of such amount shall be paid in full by Atlas; provided that the Liability Thresholdaggregate amount payable by Atlas under Section 12.2(a), and then with respect to claims resulting from any breach or inaccuracy of a representation or warranty, shall not for exceed $25,000,000. Notwithstanding anything to the contrary contained in this Agreement, Atlas shall not be required to indemnify any Damages AHD Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation, warranty or covenant contained in excess this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses be included in the calculation of the then applicable Liability Cap for all claims made under such amounts specified in this Section 11.2(a12.5(a). The limitations set forth in this Section 12.5(a) or 11.2(bshall not apply with respect to the representations and warranties set forth in Sections 5.2(a), as applicable, in the aggregate; provided, however, that: (Ab) for purposes of claims made by the Acquiror under Sections 11.2(a)(iiiand (c), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; 5.6 and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap5.10. (b) Each party agrees that it shall, and No indemnity shall cause be payable to the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Atlas Indemnified Parties under Section 12.3(a) with respect to any Damages claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from AHD exceeds $5,000,000, in which event all Losses so due in excess of such amount shall be paid in full by AHD; provided that the aggregate amount payable by AHD under Section 12.3(a), with respect to claims resulting from any breach or inaccuracy of a representation or warranty, shall not exceed $25,000,000. Notwithstanding anything to the contrary contained in this Agreement, AHD shall not be indemnifiedrequired to indemnify any Atlas Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation, warranty or covenant contained in this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses be included in the calculation of the amounts specified in this Section 12.5(b). The amount of any Damages recoverable by a party under limitations set forth in this Section 11.2 12.5(b) shall be reduced by the amount of any insurance proceeds actually paid not apply with respect to the Indemnified Party or the Indemnitee, as applicable, relating to such claimrepresentations and warranties set forth in Sections 6.4 and 6.6. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event shall Notwithstanding anything to the contrary contained in this Section 9, (i) the Seller or the Acquiror shall not be liable for any Damages pursuant obligated to Section 11.2(a) or 11.2(b), as applicable, unless and until pay in the aggregate amount any amounts in respect of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages Purchaser Losses in excess of $2,000,000 and (ii) the Liability Threshold, and then Purchaser shall not for be obligated to pay in the aggregate any Damages amounts in respect of Seller Losses in excess of $2,000,000 (in each case, the then applicable Liability Cap for all claims made under such "Indemnification Cap"). Notwithstanding the foregoing and Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v9(f)(ii), the Indemnification Cap and the Basket (as hereinafter defined) shall not apply to Seller's obligation to pay Purchaser Losses or Purchaser's obligation to pay Seller Losses in respect of Unlimited Obligations (as hereinafter defined). For purposes hereof, "Unlimited Obligations" shall be liable for all Damages suffered by the Acquiror without regard mean Purchaser Losses or Seller Losses attributable to the Liability Threshold or Liability Cap; resulting from (Bi) for purposes fraud of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered (ii) intentional failure by the other party without regard to perform any of the covenants, agreements or obligations to be performed by it under this Agreement, (iii) failure of Seller to satisfy any Retained Liability or failure of Purchaser to satisfy any Assumed Payables, (iv) any intentional or knowing breach or misrepresentation of a representation or warranty contained in Section 4 or Section 5 or elsewhere contained in this Agreement or (v) any breach or alleged breach or misrepresentation of the representation in Section 4(c), whether or not knowing or intentional. The Basket shall also not apply to any adjustment to the Liability Threshold Purchase Price pursuant to Section 2(e) or Liability Cap. (b) Each party agrees that it shall, and shall cause any payment under the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and Escrow Agreement in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid RMA's notwithstanding anything to the Indemnified Party or the Indemnitee, as applicable, relating to such claimcontrary provided in Section 9(f)(i). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, the Parent shall not have any indemnification obligations for Damages under Section 7.1(a) unless (i) the Seller Damages with respect to any individual item is equal to or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(bgreater than $50,000 (an “Allowed Claim”), as applicable, unless and until (ii) the aggregate amount of all such Damages (including, for this purpose, Damages for any claim that is not an Allowed Claim) exceeds $100,000 1,200,000 (the “Liability ThresholdDeductible”), in which case the Seller or the Acquiror, as applicable, event Parent shall be liable for all such required to pay the amount of Damages in excess respect of Allowed Claims which exceed the Deductible, but only up to a maximum amount of $50,000,000 (the “Indemnification Cap”); provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the Liability Thresholdrepresentations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.5, 2.9 or 2.17. The Parent’s liability for Damages under Section 7.1(d) shall not exceed $1,000,000. For purposes solely of this Article VII and Article VIII, all representations and warranties of BGS and the Sellers in Article II (other than with respect to lists called for by Sections 2.11, 2.13(c), 2.13(d), 2.13(e), 2.20, 2.21, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a2.24 and Sections 2.6 and 2.7) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by construed as if the Acquiror without regard term “material” and any reference to the Liability Threshold or Liability Cap; “Business Material Adverse Effect” (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees that it shallNotwithstanding anything to the contrary herein, the Buyer shall not have any indemnification obligations for Damages under Section 7.2(a) unless (i) such claim is an Allowed Claim, and shall cause (ii) the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The aggregate amount of all Damages (including, for this purpose, Damages for any Damages recoverable by a party under Section 11.2 claim that is not an Allowed Claim) exceeds the Deductible, in which event the Buyer shall be reduced by required to pay the amount of any insurance proceeds actually paid Damages in respect of Allowed Claims which exceed the Deductible, but only up to a maximum amount of the Indemnified Party or Indemnification Cap; provided that the Indemnitee, as applicable, limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.2. For purposes solely of this Article VII, all representations and warranties of the Buyer and the Transitory Subsidiary in Article III (other than Sections 3.5 and 3.6) shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such claimrepresentations and warranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept with respect to claims based on fraud, CONSEQUENTIALafter the Closing, SPECIAL OR INDIRECT DAMAGESthe rights of the Indemnified Parties under Article VII or Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, INCLUDING BUSINESS INTERRUPTIONbreach of warranty or failure to perform any covenant or agreement contained in this Agreement. (d) Notwithstanding anything in this Article VII or Article VIII to the contrary, LOSS OF FUTURE REVENUEParent may, DIMINUTION IN VALUEat its sole election, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYbe entitled to settle any indemnification obligation owing to the Buyer under this Article VII or Article VIII by forfeiting within five (5) days after the determination of the Average Settlement Price a number of shares of Buyer Common Stock determined by dividing the money Damages payable to the Buyer in respect of any such indemnification claim by the Average Settlement Price.

Limitations. (a) In Notwithstanding any provision of this Agreement to the contrary, no event party shall have any obligation to indemnify any person entitled to indemnity under this Article 5 or to pay damages in respect of contract claims arising under this Agreement or any other Transaction Document unless the Seller 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 Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b"THRESHOLD"), as applicable, unless except claims arising from any breach of the representations and until warranties contained in Section 2.21 (Taxes) shall not be subject to the Threshold. Once the aggregate amount of all such Damages Losses exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, persons entitled to recovery shall be liable for entitled to recover the full amount of all such Damages Losses in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller . No person shall be liable entitled to indemnification under this Article 5 for all Damages suffered Losses directly or indirectly caused by the Acquiror without regard a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cappotential Indemnitor. (b) Each party agrees that it shallThe maximum aggregate liability of the Members to Buyer on the one hand, and Buyer, on the other hand to the Members, for all claims arising under this Agreement and the other Transaction Documents shall cause equal the applicable Indemnitees toaggregate Purchase Price. For purposes of this Section 5.6(b), use its the value of Shares received shall be (i) prior to the IPO, the per share Agreed Price (as defined in the Stockholder Agreement) then prevailing; and (ii) after the IPO, the per share closing price on the primary exchange or their commercially reasonable efforts to secure payment from insurance policies available and in existence market on which the Common Stock is traded on the date such indemnifiable Losses become payable, except that provide coverage with respect to any Damages to be indemnified. The amount the value 40 47 of any Damages recoverable by a Shares sold in bona fide third party under Section 11.2 shall transactions will be reduced by the amount of any insurance gross proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to Members of such claimsale. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In Anything contained herein to the contrary but subject to the terms set forth in Section 6.3 (b) and (c), (i) for purposes of this Article VI, none of the Selling Parties shall have any indemnification obligation or liability to the Purchaser arising under or relating to this Agreement (whether under Article VI or under any other provision of this Agreement, including, without limitation, Articles III or otherwise), unless the aggregate amount of Indemnifiable Losses exceeds $100,000 (in which case the Selling Parties shall only be liable for the amount in excess of $100,000) (the "Basket") and (ii) in no event shall the Seller liability of the Selling Parties under this Article VI (or under any other provision of this Agreement or otherwise) exceed $2.5 million (the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b"Cap"). For purposes of this Article VI, as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, an asserted Indemnifiable Loss shall be liable for all such Damages in excess reduced by the dollar amount of any title, casualty or other insurance proceeds actually collected (net of any deductibles) by the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatedamaged party; provided, however, that: (A) in no event shall any party be required or obligated in any manner to file any insurance claim or seek insurance coverage for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capany Indemnifiable Loss. (b) Each party agrees that it The limitations set forth in Section 6.3(a) (i.e. the Basket and Cap) shall, in no event, apply to (i) a breach by the Selling Parties of its representations and shall cause warranties contained in Sections 3.1, 3.2, 3.3 ((a) through (c)), 3.9 and the applicable Indemnitees tofirst, use third and fourth full sentences of Section 3.5, (ii) a breach of the covenants and agreement set forth in Article VII below or (iii) Indemnifiable Losses incurred by Purchaser or its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount Affiliates as a result of any Damages recoverable fraudulent acts (or omissions to act) by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party Selling Parties or the Indemnitee, as applicable, relating to such claimits Affiliates. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe representations, CONSEQUENTIALwarranties and indemnities set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and terminate 18 months after the Closing Date; provided, SPECIAL OR INDIRECT DAMAGEShowever, INCLUDING BUSINESS INTERRUPTIONthe representations and warranties set forth in the first, LOSS OF FUTURE REVENUEthird and fourth full sentences of Section 3.5 shall survive indefinitely. In the event Seller or Purchaser incurs an Indemnifiable Loss and a claim(s) for indemnification is reported prior to the end of such 18 month period, DIMINUTION IN VALUEthe obligations of each party pursuant to this Article VI, PROFITS OR INCOMEsolely with respect to such reported claim(s) and no other claim(s), OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYshall be extended until such claim(s) is fully resolved and the party who incurred the Indemnifiable Loss is appropriately indemnified pursuant to the terms hereof.

Limitations. (a) In no event Notwithstanding anything to the contrary herein: (i) the Escrow Agreement shall be the Seller or exclusive means for the Acquiror be liable for Buyer to collect any Damages for which it is entitled to indemnification under this Article VI, and the aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall be limited to the Escrow Shares; (ii) the aggregate liability of the Buyer for Damages under this Article VI shall be limited to the Value of the Escrow Shares, as determined pursuant to Section 11.2(a6.3(c); (iii) or 11.2(b), as applicable, unless the Indemnifying Stockholders and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Buyer shall be liable under this Article VI for all such Damages in excess only that portion of the Liability Threshold, and then aggregate Damages for which they or it would otherwise be liable which exceeds $150,000; provided that the limitation set forth in this clause (iii) shall not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: apply to (A) for purposes a claim pursuant to Section 6.1(a) relating to a breach of claims made by the Acquiror under representations and warranties set forth in Sections 11.2(a)(iii), 11.2(a)(iv2.2 or 2.3 (or the portion of the Company Certificate relating thereto) or 11.2(a)(v), to a breach of the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold covenant set forth in Section 4.9 or Liability Cap; (B) for purposes a claim pursuant to Section 6.2 relating to a breach of claims made by the Seller under representations and warranties set forth in Section 11.2(b)(iii), 3.3 (or the Acquiror shall be liable for all Damages suffered by portion of the Seller without regard Buyer Certificate relating thereto) or to a breach of the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capcovenant set forth in Section 4.11. (b) Each party agrees that it shallFor purposes solely of this Article VI, all representations and shall cause warranties of the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available Company in Article II (other than Section 2.28) and all representations and warranties of the Buyer and the Transitory Subsidiary in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Article III (other than Section 11.2 3.11) shall be reduced by construed as if the amount of term "material" and any insurance proceeds actually paid reference to the Indemnified Party or the Indemnitee, as applicable, relating to "Company Material Adverse Effect" and "Buyer Material Adverse Effect" (and variations thereof) were omitted from such claimrepresentations and warranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept with respect to claims based on fraud, CONSEQUENTIALafter the Closing, SPECIAL OR INDIRECT DAMAGESthe 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 resulting from or relating to any misrepresentation, INCLUDING BUSINESS INTERRUPTIONbreach of warranty or failure to perform any covenant or agreement contained in this Agreement. (d) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, LOSS OF FUTURE REVENUEwarranties, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYcovenants or agreements.

Limitations. (a) In no event shall If the Seller Obligations of a Borrower would be held or determined by a court or tribunal having competent jurisdiction to be void, invalid or unenforceable on account of the amount of its aggregate liability under this Agreement or the Acquiror be liable for Notes, then, notwithstanding any Damages pursuant other provision of this Agreement or the Notes to Section 11.2(a) or 11.2(b)the contrary, as applicable, unless and until the aggregate amount of the liability of such Borrower under this Agreement and the Notes shall, without any further action by such Borrower, the Lenders, the Agent, the Letter of Credit Issuer or any other person, be automatically limited and reduced to an amount which is valid and enforceable. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Damages exceeds $100,000 Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Liability ThresholdMaximum Rate”)) that may be contracted for, charged or otherwise received by the Lender holding such Loan in which case accordance with applicable law, the Seller or the Acquirorrate of interest payable in respect of such Loan hereunder, as applicabletogether with all Charges payable in respect thereof, shall be liable for all limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Damages in excess Loan but were not payable as a result of the Liability Threshold, and then not for any Damages in excess operation of the then applicable Liability Cap for all claims made under such this Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by cumulated and the Acquiror without regard interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such Lender shall have received such cumulated amount, together with interest thereon at the Fed Funds Rate to the Liability Threshold or Liability Cap; (B) for purposes date of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cappayment. (b) Each party agrees Without limiting the generality of paragraph (a), above, each Borrower and the Agent, the Letter of Credit Issuer and each Lender, hereby confirms that it shallis the intention of all such parties that none of this Agreement, the Notes or any other Loan Document constitute a fraudulent transfer or conveyance under the Bankruptcy Code, the Uniform Fraudulent Conveyances Act, the Uniform Fraudulent Transfer Act or similar state statute applicable to the Loan Documents. Therefore, such parties agree that the Obligations of a Borrower shall be limited to such maximum amount as will, after giving effect to such maximum amount and other contingent and fixed liabilities of such Borrower that are relevant under such laws, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect after giving effect to any Damages collections from, rights to be indemnified. The amount receive contribution from or payments made by or on behalf of the other Borrowers and any Damages recoverable by other obligor, result in the Obligations not constituting a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party fraudulent transfer or the Indemnitee, as applicable, relating to such claimconveyance. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe provisions of this Section 16.3 are intended solely to preserve the rights of Lenders, CONSEQUENTIALthe Letter of Credit Issuer and the Agent hereunder to the maximum extent permitted by applicable Law, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYand neither a Borrower nor any other Person shall have any right or claim under such provisions that would not otherwise be available under applicable Law.

Limitations. The indemnifying obligations set forth in Sections 16.1 and 16.2 above shall be subject to the following terms and limitations: 16.3.1. The indemnification undertakings on both Sellers and Buyer contemplated in Sections 16.1 and 16.2 herein are granted for a term of six (6) years, as of the Business Closing Date, except for those (a) In no event of a labor nature, which shall the Seller or the Acquiror be liable remain valid and effective for any Damages pursuant to Section 11.2(aa term of two (2) or 11.2(b)years; (b) of a civil nature, as applicable, unless which shall remain valid and until the aggregate amount effective for a term of all such Damages exceeds $100,000 three (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a3) or 11.2(b), as applicable, in the aggregateyears; provided, however, that: (A) for purposes of claims made that in case such Loss results from a Third Party Claim, then a judicial or administrative procedure or assessment shall have been initiated by such third party, within the Acquiror under Sections 11.2(a)(iii)terms set forth in this Section 16.3.1; or the Indemnifying Party shall have received a written notice, 11.2(a)(iv) or 11.2(a)(v)in accordance with Section 18.1 below, the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages Third Party Claim assessed by the competent Governmental Authority or claimed (judicially or extra-judicially) in writing by the respective third party, within the terms provided in this Section 16.3.1, provided further that the indemnification obligations of Sellers (w) pursuant to a breach, misrepresentation or inaccuracy of the representations under Section 12.1.10; (x) pursuant to Section 16.1(iv) and 16.1(v); (y) for misrepresentation or inaccuracy of any of the Fundamental Representations; and (z) of fraud or willful misconduct of Sellers shall not be indemnifiedsubject to any time limitation. 16.3.2. Furthermore: (i) Sellers shall not be liable to indemnify any Indemnified Party in respect of any Loss (and such Loss shall not be taken into account in determining whether the Tipping Basket (as defined below) has been met) unless the Losses exceed fifty thousand Reais (R$ 50,000.00) (the “De Minimis”), it being understood if such amount is exceeded in respect of a Loss, Sellers shall pay the full amount of such Loss. For the purpose of calculating whether the De Minimis amount is exceeded, the amounts of individual Losses arising from substantially the same facts or circumstances shall be aggregated; and (ii) Sellers shall not be liable to indemnify any Indemnified Party in respect of any Losses unless the Losses, when taken together with all other Losses claimed, exceed two million Reais (R$ 2,000,000.00) (the “Tipping Basket”), at which time Sellers shall indemnify the Indemnified Parties for the entirety of their aggregate Losses and not just the amount exceeding the Tipping Basket. 16.3.2.1. The amount indemnification limitations provided in Section 16.3.2 shall not apply to any Losses arising out of (a) Section 16.1(iv) and 16.1(v); (b) misrepresentation or inaccuracy of any Damages recoverable by a party under Section 11.2 shall be reduced by of the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. Fundamental Representations; (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYor willful misconduct of Sellers and (d) Direct Claims.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (i) the Parent shall be liable with respect to claims under Section 5.1(a) only when the aggregate Damages related to such claims, considered together, exceeds $50,000, in which event the Parent will be liable for the aggregate of the Damages; (ii) the aggregate liability of the Parent for all Damages under this Article V, other than Damages resulting from claims for Excluded Liabilities or claims under Section 1.2(d) or claims under Section 5.1(a) relating to a breach of the representations and warranties contained in Section 2.2 or claims for fraud or intentional misrepresentation, shall not exceed an amount equal to ten percent (10%) of the Purchase Price; and (iii) the aggregate liability of the Parent for Damages resulting from claims under Section 5.1(a) relating to a breach of the representations and warranties contained in Section 2.2, together with all other Damages for which the Parent is liable under this Article V (other than Damages with respect to Excluded Liabilities), shall not exceed an amount equal to the Purchase Price. (b) In no event shall the Seller any Indemnifying Party be responsible or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made other amounts under such Section 11.2(a) or 11.2(b), as applicablethis Article V that are consequential, in the aggregate; providednature of lost profits, howeverdiminution in the value of property, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) special or 11.2(a)(v), the Seller punitive or otherwise not actual damages. Each Party shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable commercial efforts to secure payment from insurance policies pursue all legal rights and remedies available and in existence that provide coverage with respect order to any minimize the Damages for which indemnification is provided to be indemnified. The amount of any Damages recoverable by a party it under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim.this Article V. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe Buyers hereby waive and release (and shall cause each Business Subsidiary to waive and release), CONSEQUENTIALany claim any Business Subsidiary may have against any Seller or its Affiliates as of the Closing Date. (d) The Escrow Agreement is intended to secure the indemnification obligations of the Parent under this Agreement. Other than claims for Excluded Liabilities or claims under Section 1.2(d) or claims under Section 5.1(a) relating to a breach of the representations and warranties contained in Section 2.2 or claims of fraud or intentional misrepresentation, SPECIAL OR INDIRECT DAMAGESthe rights of the Buyers under this Article V shall be limited to the Escrow Fund, INCLUDING BUSINESS INTERRUPTIONand the Escrow Agreement shall be the exclusive means for the Buyers to enforce such rights. The Buyers shall not attempt to collect any Damages directly from the Parent unless there are no remaining funds held in escrow pursuant to the Escrow Agreement. (e) Except with respect to claims for equitable relief, LOSS OF FUTURE REVENUEincluding specific performance, DIMINUTION IN VALUEmade with respect to breaches of any covenant or agreement contained in this Agreement or the Indemnifiable Ancillary Agreements and claims based on fraud or intentional misrepresentation, PROFITS OR INCOMEthe rights of the Indemnified Parties under this Article V shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 5.1, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSection 5.2 or Article VI 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.

Limitations. (a) In Notwithstanding anything to the contrary herein, the aggregate liability of each Family Group for Damages under Article VI (other than (1) Fundamental RE Reps, (2) the Specified Seller Indemnifiable Matters, and (3) Section 6.1(c)(vii) (Supervening Assets), each of which aggregate liabilities are separately addressed below) shall not exceed an amount equal to BRL$33,333,333; provided, that, with respect to (i) the Fundamental RE Reps, the aggregate liability of each Family Group for Damages in respect of the applicable Real Property shall not exceed an amount equal to 33.33% multiplied by the full purchase price of such Real Property, (ii) the Specified Seller Indemnifiable Matters (other than the Fundamental RE Reps) which aggregate liability of each Family Group for Damages shall not exceed BRL$250,000,000 plus any Earnout Payment received by (or otherwise held back from the Earnout Payments from) the members in the relevant Family Group, and (iii) there shall be no cap to the aggregate liability of each Family Group for Damages with respect to Section 6.1(c)(vii) (Supervening Assets). For the avoidance of doubt, except for Fraud, the aggregate liability for indemnifiable Damages for any breach or inaccuracy of Fundamental RE Reps shall in no event exceed the purchase price for the Real Property to which such Fundamental RE Reps apply. The aggregate liability for indemnifiable Damages with respect to Fundamental RE Reps shall be applied only towards and against the Seller cap applicable to such Real Property and shall not be aggregated with, or count toward the Acquiror exhaustion of, any other cap on liability hereunder. Any Damages indemnifiable with respect to any representations or warranties or any other matter other than the Fundamental RE reps shall not be aggregated with, or count towards the exhaustion of any cap on liability applicable to Real Property hereunder. (b) Stockholders shall not be liable for any Damages pursuant to under Section 11.2(a6.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages for which they would otherwise be liable under Section 6.1(a) exceeds $100,000 BRL$3,500,000 (the “Liability ThresholdDeductible”), in ) at which case point the Seller or the Acquiror, as applicable, Stockholders shall be become liable for all such Damages in excess of that exceed the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateDeductible; provided, howeverthat the limitations set forth in this sentence shall not apply to claims arising from Fraud, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud criminal activity or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary herein, CONSEQUENTIAL(i) the aggregate liability of AMSC Brazil for Damages under Section 6.2(a) shall not exceed an aggregate amount equal to BRL$100,000,000 and (ii) AMSC Brazil shall not be liable under Section 6.2(a) unless and until the aggregate Damages under Section 6.2(a) for which it would otherwise be liable exceeds the Deductible (at which point AMSC Brazil shall become liable for the Damages that exceed the Deductible); provided, SPECIAL OR INDIRECT DAMAGESthat the limitation set forth in this sentence shall not apply to a claim relating to a breach of a Fundamental Representation or otherwise arising from Fraud, INCLUDING BUSINESS INTERRUPTIONcriminal activity or willful misconduct. (d) AMSC Brazil Indemnitees shall recover any indemnifiable Damages pursuant to this Article VI first from the Escrow Funds, LOSS OF FUTURE REVENUEprior to seeking any recovery directly from the Stockholders. Notwithstanding the foregoing, DIMINUTION IN VALUEthe AMSC Brazil Indemnitees shall be entitled to recover indemnifiable Damages for Fraud from the Escrow Funds, PROFITS OR INCOMEdirectly from the Stockholders and/or Earnout Payment Deduction, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYalone or in any combination and in any priority as determined by the AMSC Brazil Indemnitees. (e) Except with respect to (i) claims based on Fraud, criminal activity or willful misconduct, (ii) claims in respect of covenants or agreements that require performance following the Closing or (iii) any breach or violation of any Transaction Document other than this Agreement, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties 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. Nothing in this Section 6.5(e) shall limit any Person’s right to seek and obtain (i) equitable relief in respect of covenants or agreements that require performance following the Closing, or (ii) any equitable or monetary relief to which any Person shall be entitled or to seek any remedy on account of any Party’s fraudulent, criminal or willful misconduct or (iii) any remedy against any party to any Transaction Document (other than this Agreement) in accordance with the terms thereof. (f) The Stockholders shall not have any right of contribution against any Target Company with respect to any indemnification claims against the Stockholders pursuant to this Article VI. (g) For purposes solely of this Article VI (for purposes of determining the amount of Damages and determining a breach of or inaccuracy in any representation or warranty), all representations and warranties of the Stockholders in Article II and Article III shall be construed as if the term “material” and any reference to “Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (h) For the avoidance of doubt, (i) each Family Group’s indemnification obligations under Section 6.1 shall exist with respect to any particular claim for indemnification, regardless of whether such claim arose from a breach or liability of such Family Group versus any other Family Group (provided that such indemnification obligations shall remain subject to the limitations and allocations contained herein) and (ii) no agreement, arrangement or other Contract among the Family Groups, the members of the Family Groups, the Stockholders or any other Persons shall affect the rights of AMSC Brazil under this Agreement, including with respect to the Escrow Funds, the Earnout Payment Deduction or any other rights hereunder.

Limitations. (a) In Notwithstanding anything to the contrary contained herein, no event shall the Buyer Indemnified Party or Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the AcquirorIndemnified Party, as applicable, shall be liable entitled to be indemnified pursuant to Section 6.1(a)(i) and Section 6.2(a)(i): (i) unless and until the aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $[***] (the “Indemnity Threshold”), at which point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified for the aggregate of all such Damages Losses in excess of the Liability Indemnity Threshold, and then not ; and (ii) unless the amount of an individual claim for any Damages in excess of the then applicable Liability Cap for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims made under such and Losses arising from substantially the same or similar facts as applicable to each of Section 11.2(a6.1(a)(i) or 11.2(bSection 6.2(a)(i), as applicable) exceeds $[***], in and no such claim shall be applied toward the aggregate; Indemnity Threshold; (b) provided, however, that: that the foregoing provisions of Section 6.3(a) shall not apply with respect to any act of fraud or any breach of or inaccuracy in the representations and warranties set forth in Sections 3.1, 3.2(a), or 3.13 (the “Specified Representations”). (c) 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 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 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 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(b) shall not be construed to apply to any amounts recovered from any self insurance, captive insurance vehicle, or other similar arrangement. (e) 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 reimburse the Indemnifying Party the amount of such Tax Benefit within a reasonable time after the Tax Return reflecting such Tax Benefit is filed with the applicable taxing authority; provided that such calculation shall be a one-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 purposes the relevant Tax year if such Loss had not been incurred and (B) the aggregate amount of claims made by Taxes that the Acquiror under Sections 11.2(a)(iii)Indemnified Party is actually required to pay for the relevant Tax year taking such Loss into account. (f) Notwithstanding anything in this Agreement to the contrary, 11.2(a)(iv) or 11.2(a)(v), the neither Buyer nor any Seller shall be liable for all Damages suffered by the Acquiror without regard any special, indirect, punitive, exemplary or consequential damages, any lost profits, lost business opportunity, diminution in value or similar theory, except to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by extent actually awarded in a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapThird Party Claim. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding the provisions of Sections 8.4 and 8.5, (ai) In no event Parent, Merger Sub and its affiliates shall not be entitled to indemnification by the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and Designated Company Stockholders hereunder until the aggregate amount of all such Damages Buyer Claims exceeds $100,000 25,000 (the “Liability Threshold”)it being understood that Parent, in which case the Seller or the Acquiror, as applicable, Merger Sub and its affiliates shall be liable entitled to indemnification for the full amount of all such Damages in excess of Buyer Claims, the Liability Threshold$25,000 threshold notwithstanding, and then not for any Damages in excess of to the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bextent Buyer Claims exceed $25,000), as applicable, in the aggregate; provided, however, that: that Buyer Claims related to the matters identified in Sections 3.4 and 3.14 and all claims based upon fraud shall not be subject to the foregoing $25,000 threshold, and (Aii) Designated Company Stockholders shall not be entitled to indemnification by Parent hereunder until the aggregate amount of all Seller Claims exceeds $25,000 (it being understood that the Designated Company Stockholders shall be entitled to indemnification for purposes the full amount of claims made by all Seller Claims, the Acquiror under Sections 11.2(a)(iii$25,000 threshold notwithstanding, to the extent Seller Claims exceed $25,000); and provided further that Seller Claims arising from or related to Parents representations in Section 4.4 ("Capitalization"), 11.2(a)(ivor arising from clause (iii) or 11.2(a)(v)of Section 8.5(a) and all claims based upon fraud shall not be subject to the $25,000 threshold. In addition, the liability of the Designated Company Stockholders with respect to Buyer Claims shall not exceed the value of the shares delivered in the Miletos Escrow Deposit which, except as set forth below, shall be Parent's and Merger Sub's (and other indemnitees under Section 8.4) sole and exclusive recourse for Damages under this Agreement; PROVIDED, HOWEVER, that Buyer Claims related to the matters identified in Section 3.4 and all claims based upon fraud shall not be subject to the foregoing limitation. For the purpose of the foregoing proviso, no matter relating to Enikia, LLC which results in a Buyer Claim shall be deemed to be fraudulent merely by virtue of the fact that such matter is not included in the Company Disclosure Schedules, if otherwise disclosed or known to the Parent, Merger Sub or other proponent of such Buyer Claim. The liability of Parent with respect to Seller Claims except for Seller Claims in respect of Assumed Enikia Liabilities, shall not exceed the value of the shares delivered in the CDK Escrow Deposit, which except as set forth below, shall be the Designated Company Stockholders' sole and exclusive recourse for damages under this Agreement; PROVIDED FURTHER, HOWEVER, that Seller Claims based upon fraud or the breach of warranties contained in Section 4.4 and Seller Claims in respect of Assumed Enikia Liabilities shall not be subject to the foregoing limitation. In no event will any indemnifying party be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller consequential damages under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capthis Article VIII. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event Notwithstanding any other provision in this Agreement to the contrary, the Escrowed Holders shall the Seller or the Acquiror not be liable for required to make any Damages indemnification payment pursuant to Section 11.2(a10.2(a)(i) or 11.2(b), until such time as applicable, unless and until the aggregate total amount of all such Damages Losses that have been suffered or incurred by the Indemnitees pursuant to Section 10.2(a)(i), other than Losses attributable to any breach of the representations and warranties of the Company set forth in Sections 4.1 (Organization and Good Standing), 4.2 (Authorization of Agreement), 4.4 (Capitalization), 4.5 (Subsidiaries; Investments), 4.10 (Taxes) or 4.27 (Financial Advisors), exceeds $100,000 (the “Liability Threshold”)625,000, and, in such event, the Escrowed Holders shall be required to pay the entire amount of such Losses (after deducting therefrom an amount equal to $250,000). (ii) The total amount of Losses which case the Seller Escrowed Holders shall be obligated to pay to the Indemnitees under Section 10.2(a) shall not exceed the Escrow Fund and the amount of Losses each Escrowed Holder shall be obligated to pay the Indemnitees under Section 10.2(a) shall not exceed its, his or her Pro Rata Share of such Losses. Notwithstanding the Acquirorforegoing, as applicablethe aggregate liability of any Escrowed Holder for any Indemnification Claim involving fraud or intentional misrepresentation or omissions on the part of the Company, or any Indemnification Claim resulting from a breach of the Tax representations and warranties contained in Section 4.10 of this Agreement, shall not be liable for all such Damages in excess of limited to the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateEscrow Fund; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller in no event shall any Escrowed Holder be liable for all Damages suffered by Losses attributable to any breach of the Acquiror without regard to Tax representations contained in Section 4.10 of this Agreement in excess of twenty-five percent (25%) of its, his or her Pro Rata Share of such Losses, and an Escrowed Holder’s aggregate liability in respect of such Losses shall not exceed twenty-five percent (25%) of its, his or her respective portion of the Liability Threshold or Liability CapFinal Aggregate Merger Consideration; (B) for purposes provided, further, however, that the amount of claims made by the Seller under Section 11.2(b)(iii), the Acquiror Losses each Escrowed Holder shall be liable obligated to pay the Indemnitees for all Damages suffered by the Seller without regard any Indemnification Claim attributable to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconductintentional misrepresentation or omissions on the part of the Company shall not exceed its, his or her Pro Rata Share of such party Losses and an Escrowed Holder’s aggregate liability in respect of such Losses shall be liable for all Damages suffered not exceed the portion of the Final Aggregate Merger Consideration received by the other party without regard to the Liability Threshold or Liability Capsuch Escrowed Holder. (biii) Each party agrees that it shallAn Indemnitee’s right to indemnification under this Article X based on the breach of any representation, warranty or covenant or based on the failure of such representation or warranty to be true, correct and complete as of the date hereof or the Closing Date shall cause not be diminished or otherwise affected in any way as a result of the existence of such Indemnitee’s Knowledge of such breach or untruth as of the date hereof or as of the Closing Date, regardless of whether such Knowledge exists as a result of the Indemnitee’s investigation or as a result of disclosure by the Company (or any other Person), unless such disclosures were set forth in this Agreement or in any applicable schedules hereto. (iv) Notwithstanding any other provision in this Agreement to the contrary, the Indemnitees toshall not be entitled to recovery from the Escrowed Holders for any exemplary, use its special, indirect or their commercially reasonable efforts to secure payment from insurance policies available consequential Losses or damages of any kind whatsoever (including lost profits and diminution in existence that provide coverage value). (v) The amount of Losses recoverable by any Indemnitee under this Agreement with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 an indemnity claim shall be reduced by (A) the amount of any payment actually received by such Indemnitee from any insurance proceeds policy net of any deductibles or other amounts payable with respect thereto, and (B) the amount of any net Tax benefits actually paid to the Indemnified Party or received by the Indemnitee, as applicablein each case, relating to in the year the indemnification payment is made or in any prior year, resulting from the incurrence or payment of such claimLosses. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement (it being understood that, for purposes of determining the amount of Losses under this Section 11.5 only (but not for purposes of determining the occurrence of any breach), all representations and warranties of Seller in Article IV shall be construed as if the terms “material” and “Material Adverse Effect”, and variations thereof, were omitted from such representations and warranties): A ▇▇▇▇ of [***] on this page indicates that confidential material has been omitted. This Exhibit, including the omitted portions, has been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (i) no individual claim (or series of related claims) for indemnification under Section 11.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of [***]; (ii) the Seller shall be liable with respect to claims under Section 11.2(a) for only that portion of the aggregate Losses related to such claims (excluding any claims disallowed under Section 11.5(a)(i)), considered together, which exceeds [***]; and (iii) the aggregate liability of the Seller for all Losses under this Article XI , including, without limitation, any Losses under Section 11.8, other than those in respect of Section 11.2(b), shall not exceed [***]. (iv) In no event shall the Seller any Indemnifying Party be responsible or the Acquiror be liable for any Damages pursuant to Section 11.2(a) Losses or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made other amounts under such Section 11.2(a) or 11.2(b), as applicablethis Article XI that are consequential, in the aggregate; providednature of lost profits, howeverdiminution in the value of property, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) special or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold punitive or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such otherwise not actual damages. Each party shall be liable (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Losses for all Damages suffered by the other party without regard which indemnification is provided to the Liability Threshold or Liability Capit under this Article XI. (b) Each party agrees that it shallThe amount of Losses recoverable by an Indemnified Party under this Article XI with respect to an indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from an insurance carrier, and (ii) the amount of any Tax benefit realized or realizable by such Indemnified Party (or an Affiliate thereof) which is attributable to the Losses to which such indemnity claim relates. For purposes of this Section 11.5(b), the Tax benefit realized by any Indemnified Party (or an Affiliate thereof) shall cause be determined as of the applicable Indemnitees todate of the receipt of payment from the Indemnifying Party by calculating the present value of all expected reductions in Tax payments attributable to any expected deductions or decreases in income associated with the Losses to which such indemnity claim relates, assuming that the Indemnified Party is always subject to a total combined Tax rate of [***]. An Indemnified Party shall use its or their commercially reasonable commercial efforts to secure payment from pursue, and to cause its Affiliates to pursue, all insurance policies available claims and Tax benefits to which it may be entitled in existence that provide coverage connection with any Losses it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Damages Losses or any indemnification obligations with respect to be indemnifiedLosses. The If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from 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 any Damages recoverable (A) the amount previously received by a party the Indemnified Party under Section 11.2 shall be reduced by this Article XI with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article XI. Notwithstanding the foregoing, the Indemnified Party shall not be obligated to make an insurance claim if the Indemnified Party, in its reasonable judgment, believes that the cost of pursuing such an insurance claim and satisfying any applicable deductible or retention amount with respect to such claim, together with any corresponding increase in insurance proceeds actually paid premiums or other chargebacks to the Indemnified Party or the IndemniteeParty, as applicablethe case may be, relating to such claimwould exceed the value of the claim for which the Indemnified Party is seeking indemnification. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event With respect to claims for Damages arising pursuant to a claim for indemnification under Section 7.1(a) or Section 7.2(a), the Company Participating Equity Holders shall the Seller or the Acquiror not be liable for any such Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 450,000 (the “Liability ThresholdThreshold Amount”) (at which point the Buyer shall be entitled to recovery for all Damages under Section 7.1(a) or Section 7.2(a), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages and not just amounts in excess of the Liability ThresholdThreshold Amount); provided that the limitation set forth in this sentence shall not apply to (i) claims based on fraud or knowing misrepresentation or (ii) any claim pursuant to Section 7.1(a) or Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 2.2, 2.3, 2.9, 2.13, 2.23, 2.28, 3.2, 3.3, 3.4 and, to the extent relating to Taxes, 2.22. (b) Except for claims based on (i) fraud or knowing misrepresentation, (ii) a breach of the Tax Related Representations or Section 8.2, (iii) a breach of the Constitutive Representations and (iv) the I-B Obligations, the Escrow Fund shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Agreement. Notwithstanding the foregoing, except in the case of fraud or knowing misrepresentation, the Buyer shall not attempt, and then shall not for have a right, to collect any Damages in excess directly from any Company Participating Equity Holder for a breach of the then applicable Liability Cap Constitutive Representations (which, for all claims made the avoidance of doubt, are the only matters for which the Buyer may seek recovery under this Agreement directly from the Company Participating Equity Holders except in the case of fraud or knowing misrepresentation) unless and until there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. In addition, for the avoidance of doubt, except in the case of fraud or knowing misrepresentation, the Buyer shall not have a right to recovery beyond the Escrow Fund (and, with respect to the I-B Obligations, also the Special Escrow Fund) directly against any Company Participating Equity Holder for a claim relating to a breach of the Tax Related Representations, Section 11.2(a) 8.2 or 11.2(b), as applicablethe I-B Obligations (unless and only, in the aggregatecase of a claim with respect to the I-B Obligations made under clause (ii) or (iv) above, such Company Participating Equity Holder is a successor to or assign of all or a material portion of the I-B Business), but shall have the rights specified in Section 7.5(c) and 7.5(d), respectively. (c) With respect to claims relating to a breach of the Tax Related Representations and Section 8.2, on the basis and subject to the limitations set forth in this Article VII, the Escrow Agreement shall be the non-exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Agreement. In addition, in connection with any claims relating to a breach of the Tax Related Representations or Section 8.2, Spinco shall indemnify the Buyer for any such Damages arising therefrom; provided, however, that: that the Buyer shall not be entitled to collect any Damages from Spinco for any claims relating to a breach of the Tax Related Representations or Section 8.2, unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. Notwithstanding any other provision of this Section 7.5(c) or Section 8.2, except for claims based on fraud or knowing misrepresentation of a Tax Related Representation, in no event shall the Buyer be entitled to receive Damages, whether from the Escrow Fund, any Company Participating Equity Holder or Spinco, with respect to claims relating to a breach of the Tax Related Representations or Section 8.2 that exceed an amount equal to the excess of (Ai) for purposes of claims made the aggregate Merger Consideration and Earn-out Consideration, if any, that the Company Participating Equity Holders are entitled to receive under this Agreement minus (ii) the amount, if any, recovered by the Acquiror Buyer from the Escrow Fund for any other claims under Sections 11.2(a)(iii)this Agreement other than claims with respect to fraud, 11.2(a)(ivknowing misrepresentation or the I-B Obligations. (d) or 11.2(a)(v)With respect to claims relating to the I-B Obligations, on the basis and subject to the limitations set forth in this Article VII, the Seller Escrow Agreement shall be the non-exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Agreement. In addition, with respect to claims relating to the I-B Obligations, Spinco shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability CapBuyer for any such Damages arising therefrom; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)provided, however, the Acquiror Buyer shall not be liable for all Damages suffered by the Seller without regard entitled to assert any claims relating to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due I-B Obligations against Spinco prior to the other party’s fraud depletion or willful misconduct, such party shall be liable for all Damages suffered by release of the other party without regard to the Liability Threshold or Liability CapSpecial Escrow Fund. (be) Each party agrees Notwithstanding anything to the contrary herein, except for claims based on fraud or knowing misrepresentation, the aggregate liability of each Company Participating Equity Holder for Damages under this Agreement shall not exceed the lesser of (i) 100% of the aggregate Merger Consideration and Earn-out Consideration, if any, such Company Participating Equity Holder is entitled to receive pursuant to this Agreement and (ii) 100% of such Company Participating Equity Holder’s pro rata share (based upon the ratio that it shallthe aggregate Merger Consideration and Earn-out Consideration, if any, payable to such Company Participating Equity Holder bears to the aggregate Merger Consideration and Earn-out Consideration, if any) of such Damages. (f) No Company Participating Equity Holder shall cause have any right of contribution against the applicable Indemnitees toCompany, use its I-B, A-C or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage the Surviving Corporation with respect to any breach by the Company, I-B or A-C of any of its representations, warranties, covenants or agreements. (g) Except with respect to claims based on fraud or knowing misrepresentation, claims arising under Section 8.2 and claims asserted pursuant to the Distribution Agreement, from and after the Effective Time, the rights of the Buyer under this Article VII shall be 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 of the Company, I-B or A-C contained in this Agreement. (h) In the event the Buyer is entitled to recover the same Damages under more than one provision of this Agreement, the Buyer shall only be permitted to be indemnified. recover such Damages one time, and without duplication. (i) The amount of any Damages recoverable by a party payable under Section 11.2 this Article VII shall be reduced net of amounts actually recovered by the Company, the Surviving Corporation, the Buyer or any Affiliate thereof under applicable insurance policies. If the Company, the Surviving Corporation, the Buyer or any Affiliate thereof receives any amounts under applicable insurance policies subsequent to an indemnification payment by the Company Participating Equity Holders or Spinco, as the case may be, and provided the Buyer has collected all sums due from the Company Participating Equity Holders or Spinco, as the case may be, then the amount of any Damages to be recovered by the Buyer shall be recalculated, taking into account the limitations of this Section 7.5, as if such insurance proceeds actually had been made prior to the collection of any Damages under this Agreement and any excess Damages previously collected after such recalculation shall be repaid to the Escrow Fund or the Special Escrow Fund, as the case may be, or after the release of the Escrow Fund or the Special Escrow Fund, as the case may be, such amount shall be paid to the Indemnified Party Spinco or the IndemniteePaying Agent for distribution to the Company Participating Equity Holders, as applicable. Notwithstanding the foregoing or anything to the contrary set forth herein, relating in no event shall the Buyer be required to such claimpursue any insurance coverage in order to seek indemnification under this Article VII. (cj) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything herein to the contrary, CONSEQUENTIALthe Buyer shall not have any right to indemnification under this Article VII, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSection 8.1 or Section 8.2 for any Damages to the extent such Damages have been included in the determination of the Adjusted Merger Consideration pursuant to Section 1.10 of this Agreement.

Limitations. (a) In no event shall None of the Seller or Indemnifying Parties, collectively on the Acquiror be liable for one hand, nor Purchaser, on the other hand, shall have any Damages pursuant to Section Liability under Sections 11.2(a) or 11.2(b11.3(a) (and to the extent applicable thereto, Sections 11.2(d) or 11.3(d)), as applicablethe case may be, (i) for any event or condition for which the Losses do not exceed $75,000.00 (the “De Minimis Basket”) and (ii) unless and until the aggregate amount of all Losses for events or conditions that exceed the De Minimis Basket incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties for such Damages Sections, respectively, exceeds $100,000 2,400,000.00 (the “Liability ThresholdDeductible”), in which case the Seller Indemnifying Parties, on the one hand, or Purchaser and Parent, on the Acquirorother, as applicablethe case may be, shall shall, subject to the other limitation set forth in this Article XI, be liable for all such Damages required to pay the Losses arising out of events or conditions that exceed the De Minimis Basket in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateDeductible; provided, however, that: that the De Minimis Basket and the Deductible limitation described in this Section 11.4(a) shall not apply to Losses related to the failure of any Fundamental Representations (Aexcluding Section 5.17 (Environmental Matters)) to be true and correct. No Seller Indemnifying Party shall have any liability under Sections 11.2(b), (c) and (d) for purposes Losses arising out of claims made by Manufacturer’s Defect Claims unless the Acquiror under Sections 11.2(a)(iiiaggregate amount of such Losses exceeds $50,000.00 (the “Defect Basket”), 11.2(a)(iv) or 11.2(a)(v), in which case the Seller Indemnifying Parties shall be liable required to pay for all Damages suffered by such Losses arising out of Manufacturer’s Defect Claims in excess of the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes Defect Basket, provided that such Losses actually do arise out of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made defects in manufacturing by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapSeller. (b) Each party agrees that it shallNone of Sellers or Owner, collectively on the one hand, nor Purchaser or Parent, on the other hand, shall have any Liability under Sections 11.2(a) or 11.3(a) (and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party extent applicable thereto, Sections 11.2(d) or the Indemnitee11.3(d)), as applicablethe case may be (i) in excess of $18,000,000.00, relating to such claimexcept for Losses arising out of breaches of Fundamental Representations, or (ii) for Losses in the aggregate in excess of the Purchase Price. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYNo time limitation set forth in Section 11.1 or limitations based upon an amount set forth in Sections 11.4(a) or 11.4(b) shall apply with regard to claims arising out of Fraud. (d) The Purchaser Indemnified Parties’ right to indemnification pursuant to Section 11.2 will be reduced by all insurance or other third party indemnification proceeds actually received by the Purchaser Indemnified Parties. Purchaser and Parent shall use commercially reasonable efforts to (i) mitigate such Losses and (ii) claim and recover any Losses suffered by the Purchaser Indemnified Parties under all such insurance policies and other third party indemnities. The Purchaser Indemnified Parties shall remit to Sellers and Owner for the benefit of Sellers and Owner any such insurance or other third party proceeds that are paid to the Purchaser Indemnified Parties with respect to Losses for which the Purchaser Indemnified Parties have been previously compensated pursuant to Section 11.2. (e) The Purchaser Indemnified Parties’ right to indemnification pursuant to Section 11.2 will be reduced for Losses to the extent that any Losses or related Liability has been taken into account in the calculation of Closing Working Capital. (f) No Purchaser Indemnified Party shall be compensated more than once for the same Loss. (g) None of the Retention Bonus Escrow Amount shall be used to satisfy any Claims made under this Section 11.

Limitations. Seller’s liability hereunder with respect to any indemnification claim (aother than a breach of Article II or a breach of any covenant or agreement of the Seller) In no event shall be calculated by multiplying the Seller claim amount by the Acquired Percentage. With respect to any claim for indemnification (other than a claim arising out of a breach or the Acquiror be liable for any Damages other inaccuracy of a Fundamental Representation) being made by an Indemnitee pursuant to Section 11.2(a5.2.1(a) or 11.2(b(a “Limited Representation and Warranty Claim”), as applicable, the Seller shall not have any obligation to indemnify any Indemnitee from and against any Losses by reason of any such breach unless and until the aggregate amount Indemnitees collectively have suffered Losses by reason of all such Damages exceeds $100,000 breaches in excess of an amount equal to 0.5% of the Purchase Price (the “Liability ThresholdDeductible”) (other than in respect of a claim pursuant to Section 5.2.1(e) for any breach or inaccuracy of Section 3.24, in which case the Deductible shall not apply), in which case the Seller or the Acquiror, as applicable, shall be liable for all amounts related to such Damages Loss(es) (including amounts otherwise constituting the Deductible). The aggregate amount of all payments made by the Seller in excess satisfaction of claims made by Indemnitees under this Agreement for Losses arising from Limited Representation and Warranty Claims and Section 5.2.1(d) shall not exceed an amount equal to 20% of the Liability Threshold, and then not for any Damages in excess of Purchase Price (the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b“Cap”), as applicable, in the aggregate; provided, however, that: that (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), maximum amount that may be recovered from the Seller shall for (i) breaches or other inaccuracies of Fundamental Representations and (ii) any claim pursuant to Section 5.2.1(b) and 5.2.1(c) shall, in each case, be liable for all Damages suffered by equal to 100% of the Acquiror without regard to the Liability Threshold or Liability Cap; Purchase Price and (B) a claim pursuant to Section 5.2.1(e) for purposes any breach or inaccuracy of claims made by Section 3.24 shall not be subject to any limitation. Notwithstanding the Seller under Section 11.2(b)(iii)foregoing or anything else to the contrary contained herein, the Acquiror Deductible and the Cap shall be liable for all Damages suffered by the Seller without regard not apply to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s any claim based on fraud or willful misconduct, such party shall be liable for all Damages suffered by misconduct of the other party without regard to the Liability Threshold or Liability CapSeller. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(aunder this Article VII shall not exceed ten percent (10%) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability ThresholdAdjusted Purchase Price, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a(ii) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all only that portion of the aggregate Damages suffered by under this Article VII for which it would otherwise be liable which exceeds seven hundred and fifty thousand dollars ($750,000); provided that the Acquiror without regard limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the Liability Threshold representations and warranties set forth in Sections 2.1, 2.2 or Liability Cap; (B) for purposes 2.3. For the avoidance of claims made by the Seller under Section 11.2(b)(iii)doubt, the Acquiror limitations set forth in the immediately preceding sentence shall be liable for all Damages suffered by not apply to any adjustment of the Seller without regard purchase price pursuant to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapSection 1.4. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Except with respect to any Damages to be indemnified. The amount claims based on fraud, the rights of any Damages recoverable by a party the Indemnified Parties under Section 11.2 this this Article VII shall be reduced by the amount exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any insurance proceeds actually paid misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement, the Disclosure Schedule or any certificate, instrument or agreement delivered pursuant to this Agreement, or otherwise arising out of or related to the Indemnified Party subject matter of this Agreement or the Indemnitee, as applicable, relating to such claimtransactions contemplated by this Agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALWith respect to an indemnity under Section 7.1 relating to a breach of a representation or warranty in Section 2.7, CONSEQUENTIALand in addition to the other applicable limitations as set forth herein, SPECIAL OR INDIRECT DAMAGES(A) the reduction or use of any Tax attribute by the Company in a taxable period (or portion thereof) ending on or prior to the Closing Date shall not constitute indemnifiable Damages, INCLUDING BUSINESS INTERRUPTIONand (B) the Buyer’s right to indemnification for Damages with respect to Taxes shall be limited to Taxes attributable to (i) a taxable period (or portion thereof) ending on or prior to the Closing Date and (ii) with respect to taxable periods (or portions thereof) beginning on or before the Closing Date and ending after the Closing Date, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthe portion of such taxable period deemed to end on the Closing Date in accordance with Section 6.1(d). (d) Neither Party shall be liable under this Article VII for any Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of such Party contained in this Agreement if the Party claiming the right to indemnification hereunder had knowledge of such inaccuracy or breach prior to the Closing.

Limitations. (a) In no event Any Loss suffered by the Buyer as a result of the Sellers’ breach of any of the Representations and Warranties shall be subject to the Seller or the Acquiror following limitations: 7.6.1 The Sellers shall not be liable for any Damages pursuant to Section 11.2(a) Loss suffered by the Buyer as a result of a claim arising out of a single breach or 11.2(binaccuracy of the Representations and Warranties unless each such Loss is in excess of GBP 10,000 (“the De Minimis Threshold”), as applicable, . 7.6.2 The Sellers shall not be liable for any Loss suffered by the Buyer unless and until the aggregate amount of all such Damages exceeds $Loss arising from claims, which are in excess of the De Minimis Threshold, is in excess of GBP 100,000 (the “Liability ThresholdBasket”), ) in which case the Seller or Sellers shall be obligated to pay indemnification from the Acquiror, as applicable, first GBP of the Loss. 7.6.3 The Sellers shall not be liable for all such Damages in excess any Loss exceeding 50 per cent of the Liability Threshold, Purchase Price. 7.6.4 The Sellers shall have no obligation to indemnify the Buyer’s Loss unless the Buyer gives Notice without undue delay and then not for any Damages in excess within 30 Business Days after the Buyer became or should have become aware of the then applicable Liability Cap for all claims made under such Section 11.2(a) events or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard circumstances giving rise to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard claim and that such events and circumstances would give rise to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnifiedclaim. The amount of any Damages recoverable by a party under Section 11.2 Buyer’s Notice shall be reduced by state the best available specific grounds supporting the claim, the amount of any insurance proceeds actually paid the claim and shall to the Indemnified Party or extent possible be accompanied by all written documentation necessary to support the Indemniteeclaim. Back to Contents 7.6.5 The liability of the Sellers for the Buyer’s Loss shall expire 18 months following Completion except for claims in respect of which prior written Notice has been given. However, as applicable, relating to such claimthe Warranties contained in Clause 6.10 (Tax Matters) shall not terminate until two months after the expiry of the statute of limitation under which claims of the competent tax authorities may be raised against the Company. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event The indemnification provided in Section 9.2 and Section 9.4 is subject to the following limitations: (i) No demand for indemnification under Section 9.2 or Section 9.4 shall be made after the Seller expiration of the applicable survival period set forth in Section 9.1 for the representation or warranty or covenant to which such demand relates; provided, however, that demands for indemnification made prior to the Acquiror expiration of such period shall survive until such claim for indemnification is finally adjudicated and resolved. (ii) The Company Members shall not have any obligation to indemnify the Parent Indemnitees in respect of any Losses for which indemnification is claimed under Section 9.2(a) (other than for claims in respect of Fraud), and Parent shall not have any obligation to indemnify the Member Indemnitees in respect of any Losses for which indemnification is claimed under Section 9.4(a) (other than for claims in respect of Fraud): (A) if the Losses associated with any individual claim are less than $10,000 (the “De Minimis Claim Amount”), it being understood that any such individual claim for amounts less than the De Minimis Claim Amount shall be liable for any Damages pursuant included in determining whether the Deductible has been exceeded and thereafter; and (B) unless and until the aggregate of such Losses exceeds $627,500 (the “Deductible”), at which point the Company Members (subject to the limitations set forth in Section 11.2(a9.3(a)(iii) and Section 9.3(a)(iv)) or 11.2(b)Parent, as applicable, will be obligated to indemnify the Parent Indemnitees or Member Indemnitees, as applicable, from and against all such Losses in excess of the Deductible. (iii) Claims for indemnification under Section 9.2(a) shall be subject to the limitations set forth in Section 9.3(a)(ii) with respect to the De Minimis Claim Amount and the Deductible (other than claims in respect of Fraud), and, once the Deductible has been met, such claims for indemnification shall be satisfied: (A) first, from the then-remaining amounts in the Indemnity Escrow Subaccount; (B) second, from the R&W Insurance Policy subject to the retention and policy limits thereof; and (C) thereafter, and solely for claims in respect of any Fundamental Representation or Fraud, by the Company Members, severally and not jointly; provided, however, that the several liability of each Company Member under this Section 9.3(a)(iii) shall be determined based on the amount by which the portion of the aggregate amount of the Final Merger Consideration payable to each such Company Member in the Merger would have been reduced had the aggregate liability of the Company Members under this Section 9.3(a)(iii) been treated as a reduction to the aggregate amount of the Final Merger Consideration; provided, further, that the Company Members shall not have any obligation to indemnify the Parent Indemnitees in respect of any Losses for which indemnification is claimed under Section 9.2(a) with respect to Fundamental Representations unless and until the aggregate amount of all such Damages Losses for which indemnification is incurred or suffered by any Parent Indemnitees under Section 9.2(a) exceeds $100,000 21,255,000. (iv) Notwithstanding anything to the “Liability Threshold”), contrary in which case this Agreement: (A) the Seller maximum amount that the Parent Indemnitees may recover from any Company Member pursuant to Section 9.2(a) (other than for claims in respect of any Fundamental Representation or the Acquiror, as applicable, Fraud) shall be liable for all limited to such Damages in excess Company Member’s Pro Rata Share of the Liability ThresholdIndemnity Escrow Amount; and (B) the maximum amount that the Parent Indemnitees may recover from any Company Member under this Article 9 (including, and then not without limitation, Section 9.2(a) (for claims in respect of any Damages in excess Fundamental Representation or Fraud)) shall be limited to the aggregate amount of the then applicable Liability Cap for all claims made under Final Merger Consideration received by such Section 11.2(a) or 11.2(b), as applicable, in the aggregateCompany Member; provided, however, thatthat to the extent there are any Unfunded Indemnity Obligations, such maximum amount with respect to a Company Member shall be increased to include such Company Member’s pro rata share of the aggregate amount of any Unfunded Indemnity Obligations (which pro rata share shall be determined without taking into account the Company Units held by the Company Members who have not executed a Support Agreement and/or Letter of Transmittal); provided, further, that neither this limitation nor any limitation set forth in this Article 9 shall restrict Parent’s rights under the R&W Insurance Policy. The aggregate amount of all Losses for which Parent shall be liable under this Article 9 shall not exceed the Final Merger Consideration. (v) No Company Member shall be liable under this Article 9: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard any Losses relating to any matter to the Liability Threshold extent that there is included in the Financial Statements a specific liability or Liability Cap; reserve relating to such matter, or (B) for any duplication of amounts taken into account in the determination of the Estimated Merger Consideration or the Final Merger Consideration, each in accordance with Section 2.8. (vi) The amount of Losses that any Parent Indemnitee shall be entitled to recover shall be calculated net of any Tax benefits actually realized by the Parent Indemnitee on account of such Losses in the year of such Loss or in any of the preceding two (2) years or subsequent three (3) years of such Loss, and the Parent Indemnitees shall use commercially reasonable efforts to actually realize all available Tax benefits. (vii) The amount of Losses that any Parent Indemnitee shall be entitled to recover shall be calculated net of any insurance proceeds (including, for the avoidance of doubt, any proceeds under the R&W Insurance Policy) or any indemnity, contribution or other similar payment actually recovered by the Parent Indemnitee from any third party with respect to such Losses. The Parent Indemnitees shall use commercially reasonable efforts to seek recovery under all valid and collectible insurance policies (including the R&W Insurance Policy) covering any Loss. Any amounts incurred by any Parent Indemnitee (including without limitation legal fees and other professionals’ fees and other costs) in connection with the pursuit of any recovery of insurance proceeds, indemnity, contribution or other similar payment described above shall be considered Loss recoverable hereunder. In the event that any insurance or other recovery is made by any Parent Indemnitee with respect to any Loss for which such Parent Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the insurance or other recovery (net of any amounts described in the preceding sentence) shall be made promptly by such Parent Indemnitee to the Member Representative (on behalf of the Company Members in accordance with their respective Pro Rata Shares). (viii) For purposes of claims made by the Seller under Section 11.2(b)(iii)this Article 9, the Acquiror any inaccuracy in or breach of any representation or warranty shall be liable for all Damages suffered by the Seller determined without regard to the Liability Threshold any materiality, Material Adverse Effect or Liability Cap; and (C) other similar qualification contained in or otherwise applicable to such representation or warranty for all purposes, including for purposes of claims made by a party due to determining the other party’s fraud scope or willful misconductamount of any Losses, and for purposes of determining the existence of any breach or inaccuracy of such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold representation or Liability Capwarranty. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure Any indemnity payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party made under Section 11.2 this Agreement shall be reduced treated by the amount of any insurance proceeds actually paid Parties for all Tax purposes as an adjustment to the Indemnified Party or the Indemnitee, as applicable, relating to such claimFinal Merger Consideration. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In If the Merger is consummated, in no event shall the Seller total recovery of the Parent Indemnified Parties for indemnification under this Article VII exceed (i) the total Merger Consideration that all Company Shareholders are entitled to receive pursuant to Section 1.7(a) in respect of any claim for indemnification that is made pursuant to Section 7.2(a)(i) as a result of any failure of any representations and warranties of the Company contained in Section 2.2 (Authority), Section 2.5 (Capitalization) and Section 2.16 (Taxes) or (ii) the Acquiror Escrow Amount for all other claims for indemnification made under this Article VII by the Parent Indemnified Parties, provided, however, that notwithstanding the foregoing, there shall be liable no limitation on the total recovery of the Parent Indemnified Parties for indemnification under this Article VII in the case of fraud or intentional misrepresentation by the Company. In determining the amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date, any materiality or Material Adverse Effect standard contained in such representation or warranty shall be disregarded. Subject to, and except as otherwise provided in, the provisions of this Section 7.3(a), the Escrow Fund shall be the sole and exclusive remedy for any Damages pursuant arising out of any all claims relating to the subject matter of this Agreement other than claims made after the Escrow Termination Date but prior to the expiration of the applicable statute of limitations (as provided in Section 11.2(a) or 11.2(b7.1), as applicable, unless and until . The maximum amount that may be recovered from any single Company Shareholder shall be limited to such Company Shareholder’s Proportionate Interest of the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapMerger Consideration. (b) Each party agrees that it shallNotwithstanding anything contained herein to the contrary and except as provided below, no Parent Indemnified Person may receive any portion of the Escrow Amount in respect of any claim for indemnification unless and until Damages in an aggregate amount greater than $1,000,000 (the “Deductible”) have been incurred, paid or properly accrued, and then only to the extent that such aggregate amounts exceed the Deductible; provided, that breach of Section 5.1(a)(i) (Shares Issuable Upon Exercise) and Section 5.19 (Working Capital) shall cause not be subject to the applicable Indemnitees toDeductible; provided, use its or their commercially reasonable efforts to secure payment from insurance policies available and further, that for purposes of calculating Damages incurred in existence that provide coverage connection with respect to any Damages to be indemnified. The amount a breach of any Damages recoverable by a party under Section 11.2 5.1(a)(i), there shall be reduced by the amount of any insurance proceeds actually paid a credit applied to such Damages equal to the Indemnified Party or value of the Indemnitee, as applicable, relating shares of Parent Common Stock not issued in connection with the exercise of a Company Stock Option assumed by Parent pursuant to such claimSection 5.1. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event For purposes of calculating Losses subject to indemnification under Section 4.14 and this Article VI, any “materiality,” or “Seller Material Adverse Effect” or “Purchaser Material Adverse Effect” qualifications in the representations, warranties, covenants and agreements shall the be disregarded. Seller or the Acquiror Parent shall not be liable for any Damages to the Purchaser Indemnitees pursuant to Section 11.2(a6.02(a)(1) or 11.2(b), as applicable, unless and until the Losses with respect to the matters contemplated by such Section exceed an aggregate amount of all such Damages exceeds equal to $100,000 5,000,000 dollars (the “Liability ThresholdDeductible”), in which case the case, Seller or the Acquiror, as applicable, Parent shall be liable for all Losses with respect to such Damages matters in excess of the Liability ThresholdDeductible, and then not for any Damages in excess of up to an aggregate maximum amount payable equal to $100,000,000 dollars (the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b“Indemnity Cap”), as applicable, in the aggregate; provided, howeverthat, that: (A) for purposes to the extent that any Loss with respect to such matters arises out of, results from or relates to a breach of claims any Fundamental Representation made by Seller Parent or fraud, neither the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), Deductible nor the Indemnity Cap shall apply. Purchaser Parent shall not be liable to the Seller Indemnitees pursuant to Section 6.02(b)(1) until the Losses with respect to such matters exceed the Deductible, in which case, Purchaser Parent shall be liable for all Damages suffered by Losses with respect to such matters in excess of the Acquiror without regard Deductible, up to an aggregate maximum amount payable equal to the Liability Threshold or Liability Indemnity Cap; (B) for purposes provided, that, to the extent that any Loss arises out of, results from or relates to a breach of claims any Fundamental Representation made by Purchaser Parent or fraud, neither the Seller under Section 11.2(b)(iii)Deductible nor the Indemnity Cap shall apply. For the avoidance of doubt, the Acquiror Deductible and Indemnity Cap shall be liable for all Damages suffered not apply to any Losses with respect to Taxes, which are covered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due Section 4.14. In addition to the other partylimitations set forth in this Section 6.02(c), in no event shall Seller Parent’s fraud or willful misconduct, such party shall be liable maximum aggregate Liability for all Damages suffered by Losses pursuant to Sections 4.14 and 6.02(a) exceed the other party without regard to the Liability Threshold or Liability CapPurchase Price. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything else in this Agreement, except as provided herein: (a) In There shall be no event shall the liability to Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and Affiliate from indemnification under this Article IX until the aggregate amount total of all such Damages claimed losses exceeds One Hundred Thousand Dollars ($100,000 (the “Liability Threshold”100,000), in which case all claimed losses in the Seller or the Acquiror, as applicable, shall be liable for all such Damages aggregate in excess of One Hundred Thousand Dollars ($100,000) shall be recoverable; (b) No claim for indemnification may be made by Purchaser more than two (2) years following the Liability Threshold, and then not for any Damages in excess Time of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateClosing; provided, however, that: that (Ai) claims related to an alleged breach of the representations and warranties of Seller set forth in SECTION 5.17 may be made during the applicable statute of limitations period, and (ii) claims related to an alleged breach of the representations and warranties of Seller set forth in SECTION 5.8 may be made at any time; (c) The maximum amount for purposes which Seller shall indemnify Purchaser pursuant to this Article IX shall be Three Million Dollars ($3,000,000); provided, however, that such limitation shall not apply to claims based upon an alleged breach by Seller of claims made (i) its obligation to pay the Excluded Liabilities, (ii) the representations and warranties of Seller set forth in Section 5.12 hereof, or (iii) Seller's obligations pursuant to Article X hereof; and (d) If the Purchaser is covered by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)insurance for Damages that are subject of indemnification, the Seller Purchaser shall be liable for all Damages suffered by the Acquiror without regard recover only an amount equal to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)its Damages, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount net of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimother recoveries received by Purchaser with regard thereto. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event No Company Member shall the Seller or the Acquiror be liable obligated to indemnify any Parent Indemnitee for any Damages claim for indemnification pursuant to Section 11.2(a) or 11.2(b), as applicable, a Representation Breach Claim unless and until the aggregate amount of all such Damages exceeds Losses of all Parent Indemnitees (whether or not resulting from a Representation Breach Claim) equal or exceed Fifty Thousand Dollars ($100,000 50,000) (the “Liability ThresholdDeductible”), at which time the Company Members shall indemnify the Parent Indemnitees for the amount of all Losses in which case excess of the Seller Deductible. (b) The Deductible shall not apply to Losses resulting from (x) any Representation Breach Claim regarding the Fundamental Representations, or (y) any claims other than Representation Breach Claims. (c) The Company Members’ aggregate Liability for Representation Breach Claims shall not exceed Four Million Dollars ($4,000,000) (the Acquiror“General Cap”); provided that the General Cap shall not apply with respect to the claims set forth in the following clauses (a) through (b) and the Company Members’ Liability for indemnification therefor shall not count for purposes of the General Cap: (a) Representation Breach Claims regarding any Fundamental Representations; and (b) any claims other than Representation Breach Claims. (d) The Company Members’ aggregate Liability for all claims hereunder shall not exceed the lesser of (i) Fifteen Million Dollars ($15,000,000) or (ii) the Aggregate Consideration actually received by the Company Members (the “Maximum Cap,” together with the General Cap, as applicableeach, an “Indemnity Cap”). (e) Notwithstanding anything to the contrary in this Agreement, neither the Deductible nor any Indemnity Cap shall apply with respect to claims based on fraud, and the Company Members’ Liability for indemnification therefor shall not count for purposes of any Indemnity Cap. Notwithstanding the foregoing, no Company Member shall be liable for all such Damages the fraud of any other Company Member. (f) Nothing in excess this Section 7.4 shall limit Parent’s or the Surviving Corporation’s right to seek equitable relief (including an injunction) to enforce any rights under this Agreement. (g) Notwithstanding anything herein to the contrary, for purposes of calculating or determining the Liability Thresholdamount of Losses incurred under Section 7.2 or Section 7.3, and then not for there shall be deducted from any Damages in excess Losses an amount of the then applicable Liability Cap for all claims made under such Section 11.2(a) any Tax benefit, Tax refund, insurance proceeds, indemnification payments, contribution payments or 11.2(b)reimbursements actually received by any Company Indemnitees or Parent Indemnitees, as applicable, in connection with such Losses. Furthermore, upon notice of any Loss or event or condition that may give rise to any Loss, Parent or the aggregate; providedCompany Members, howeveras applicable, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees all of its respective Affiliates to, use its or their commercially reasonable efforts (i) take any and all actions available to secure payment from insurance policies available them to mitigate and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid minimize such Loss to the Indemnified Party or the Indemniteemaximum extent possible and (ii) notify all of their respective applicable insurance carriers of such possible Loss and diligently seek to recover all possible insurance coverage, as applicable, payments and proceeds relating to such claimLoss under any and all policies of insurance held by them. (ch) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary contained in this Agreement, CONSEQUENTIALunder no circumstances will any Indemnified Party be entitled to recover exemplary, SPECIAL OR INDIRECT DAMAGESspecial, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYindirect or punitive damages under this Article 7 (except to the extent such damages are awarded to a third party or in the case of fraud). (i) Any amounts payable pursuant to the indemnification obligations hereunder shall be paid without duplication.

Limitations. (aAn Aggrieved Party shall not be entitled to recover any Losses under Section 11.1(a)(i) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds the Losses suffered by the Aggrieved Party thereunder shall exceed One Million One Hundred Fifty Thousand Dollars ($100,000 1,150,000) (the “Liability ThresholdMinimum Loss”), in at which case time the Seller or the Acquiror, as applicable, indemnification provided under Section 11.1(a)(i) shall be liable for apply to all such Damages Losses in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateMinimum Loss; provided, however, that: (A) for purposes that the maximum liability of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)11.1(a)(i) and Seller’s share of the Unknown Pre-Closing Environmental Liabilities under Section 7.12 (including any obligations of Seller under Section 11.1(a)(ii) with respect thereto) shall not exceed Eleven Million Five Hundred Dollars ($11,500,000) in the aggregate (the “Cap”) (provided, however, that the Acquiror maximum liability provided under this clause shall be liable for all Damages suffered by the Seller without regard not apply to Losses to the Liability Threshold or Liability Cap; extent relating to a breach of Seller’s representations and (C) for purposes warranties set forth in the first sentence of claims made by a party due Section 4.7(a)). Notwithstanding anything to the other party’s fraud or willful misconductcontrary contained in this Agreement, such party an Aggrieved Party shall not be liable for all Damages suffered by the other party without regard entitled to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage indemnification under Article 11 with respect to any Damages matter to be indemnified. The amount the extent such matter has been raised (pursuant to a Notice of any Damages recoverable by a party Disagreement or otherwise) in connection with the determination of Final Net Asset Value under Section 11.2 shall be reduced by 3.5. Solely for purposes of determining the amount of any insurance proceeds actually paid Loss arising out of a breach of a representation, warranty or covenant in this Agreement (and not for purposes of determining whether a breach of any representation, warranty or covenant has occurred), references to “Material Adverse Effect” and other materiality qualifications shall be disregarded. For the Indemnified Party avoidance of doubt, the first sentence of this Section 11.3 shall not apply to (x) any claim related to Taxes, for which Section 7.5 of this Agreement shall provide the sole and exclusive remedy, or (y) any claim pursuant to Sections 11.1(a)(ii) - (ix) (except with respect to Seller’s share of the Indemnitee, as applicable, relating to such claimUnknown Pre-Closing Environmental Liabilities under Section 7.12 (including any obligations of Seller under Section 11.1(a)(ii) with respect thereto)) or Section 11.1(b). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event Notwithstanding anything to the contrary contained herein, Seller shall the Seller or the Acquiror be liable not have any Liability for any Damages pursuant Losses set forth in Section 7.1(a)(i) until the total of all Losses incurred by the Buyer Parties under this Agreement exceeds, in the aggregate, an amount equal to Section 11.2(aone half percent (0.5%) or 11.2(bof the Base Purchase Price (the “Bucket”), as applicable, unless and until after which the aggregate Buyer Parties shall have the right to recover from Seller all Losses incurred by the Buyer Parties in excess of the Bucket up to an amount equal to five percent (5%) of all such Damages exceeds $100,000 the Base Purchase Price (the “Liability ThresholdCap”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: that the Liability Cap shall be increased by an additional aggregate five percent (5%) of the Base Purchase Price for Losses incurred in connection with a breach of the representations and warranties set forth in Section 2.1(e) and Section 2.1(g). Notwithstanding anything to the contrary contained herein, (A) for purposes of claims made by the Acquiror under Bucket shall not apply to any indemnification pursuant to Sections 11.2(a)(iii7.1(a)(ii), 11.2(a)(iv(iii), (iv) or 11.2(a)(v(v), or to any breach of the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; representations and warranties set forth in Section 2.1(g) (Environmental Matters), and (B) for purposes other than in respect of claims made by the Section 7.1(a)(ii), (iii), (iv) and (v), in no event shall aggregate Liability of Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by terms of this Agreement exceed the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (ii) Seller shall not have any Liability for any Losses for breaches of the representations and warranties set forth in Section 2.1(g) or the Excluded Environmental Liabilities until the total of all Losses incurred by the Buyer Parties under this Agreement exceeds, in the aggregate, an amount equal to the sum of: (a) the amount of funds recovered with respect to such Losses by a relevant Buyer Party under insurance policies to which the relevant Buyer Party experiencing a Loss is a beneficiary, plus (b) Each party agrees that it shallthe amount of funds recovered with respect to such Losses by Buyer Parties under Government Remediation Funds, and plus (c) $500,000. Buyer Parties shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment exhaust available funds referenced under clauses (a) and (b) of the preceding sentence, consistent with Section 7.6 and prior to demanding recovery for such Losses from insurance policies available and in existence the Sellers. (iii) The obligations of Seller under Section 7.1(a) shall survive the Closing; provided, however, that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party Seller’s obligations under Section 11.2 7.1(a)(i), such obligations shall terminate as to each Surviving Representation when such Surviving Representation terminates pursuant to Section 2.3(a); provided, however, that with respect to Seller’s obligations for the Excluded Environmental Liabilities, such obligations shall terminate two years after the Closing; and provided further, however, that such obligations shall not terminate with respect to an alleged breach of a Surviving Representation or the Excluded Environmental Liabilities as to which Buyer shall have, prior to the expiration of the applicable survival period, made a claim by delivering an Indemnification Notice to Seller in accordance with the terms hereof. (iv) Any liability for indemnification hereunder shall be reduced determined without duplication of recovery by reason of the facts giving rise to more than one right to indemnification. (v) For purposes of computing the amount of Losses, the representations and warranties contained in this Agreement shall be deemed to have been made without any insurance proceeds actually paid qualifications as to the Indemnified Party materiality, material adverse effect or the Indemnitee, as applicable, relating to similar materiality qualification set forth in such claimrepresentations or warranties or any defined term contained therein. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Buyer and Seller shall the Seller or the Acquiror be liable for any Damages pursuant to under Section 11.2(a11.1(i) or 11.2(bSection 11.2(i) (i.e., for misrepresentations and breaches of warranties), as applicable, unless and until the aggregate amount of all such Damages exceeds only when total indemnification claims exceed Two Million Two Hundred Fifty Thousand Dollars ($100,000 2,250,000) (the “Liability ThresholdBasket Amount”), in after which case the Seller Buyer or the AcquirorSeller, as applicable, shall be liable only for all such Damages the amount in excess of the Liability Threshold, and then not Basket Amount. No party shall be liable for any Damages in excess of the then applicable Liability Cap for all claims made under such indemnification pursuant to Section 11.2(a11.1(i) or 11.2(bSection 11.2(i), as applicable, for any claims for misrepresentations and breaches of warranty in the aggregateevent the parties fail to consummate the transactions described herein pursuant to Section 7.1 or Section 8.1, as applicable, or which are based upon misrepresentations 49 and breaches of warranty which have been waived pursuant to the initial paragraph of Section 7 or Section 8, as applicable. The liability of Buyer and Seller for indemnification under Section 11.1(i) or Section 11.2(i), respectively, shall be limited to an amount equal to Twenty-Five Percent (25%) of the Purchase Price (the “Non-Fundamental Cap”). Notwithstanding the foregoing provisions of this Section 11.3, neither the Basket Amount nor the Non-Fundamental Cap shall apply to claims arising under Section 11.1(i) or Section 11.2(i) and as a result of or with respect to (i) breach of the Fundamental Representations, or (ii) intentional misrepresentation or fraud by the indemnifying party; provided, however, that: that indemnification for breaches of the Fundamental Representations (Aas defined in Section 11.7) for purposes shall not exceed the Purchase Price. For the avoidance of doubt, the limitations on liability set forth in this Section 11.3 shall not apply to claims made by the Acquiror under pursuant to Sections 11.2(a)(iii), 11.2(a)(iv11.1(ii)-(v) or 11.2(a)(vSections 11.2(ii)-(vi), the Seller . Any and all materiality qualifiers (or words of similar import) in any representation or warranty in this Agreement shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, disregarded and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage not have any effect solely with respect to any Damages to be indemnified. The amount the calculation of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid Losses attributable to any breach of or inaccuracy in such representation or warranty. For the Indemnified Party avoidance of doubt, the immediately preceding sentence applies only for purposes of determining the amount of Losses, and any qualification by the term “material” (or the Indemnitee, as applicable, relating to words of similar import) that is expressly contained in any representation or warranty in this Agreement is still valid for determining whether there exists any breach or inaccuracy in such claimrepresentation or warranty. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event shall the Seller or the Acquiror be liable No claim for any Damages pursuant to Section 11.2(aasserted by a Parent Indemnified Person under Subsection 9.1(b)(i) (other than the Fundamental Representations, Environmental Representations and Tax Representations) or 11.2(b)asserted by a Seller Indemnified Person under Subsection 9.1(c) shall be made by an Parent Indemnified Person or Seller Indemnified Person, as applicablethe case may be, unless and until the aggregate amount of all Damages with respect to all such Damages claims exceeds a total of $100,000 250,000 (the “Liability ThresholdDeductible”), in which case event such Parent Indemnified Person or Seller Indemnified Person shall be permitted to make claims under this Article 9 for all Damages exceeding the Deductible. The Seller Indemnifying Persons shall not be liable for Damages under Subsection 9.1(b) (other than for a breach of the Fundamental Representations, the Environmental Representations, or the AcquirorTax Representations) in excess of $6,000,000 (the “Basic Cap”). The Seller Indemnifying Persons shall not be liable for Damages for breach of the Fundamental Representations, as applicablethe Environmental Representations or the Tax Representations in excess of the Final Merger Consideration. Anything herein to the contrary notwithstanding, HighPoint Capital Partners, LLC shall not be liable for Damages in excess of its Pro Rata Share of the Escrow Fund. (ii) For purposes of determining the amount of any Damage, but not determining whether any such Damage has occurred, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or words of similar effect of any Person shall be deemed not to include such qualifications. (iii) No Securityholder other than the Controlling Stockholders shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Damages. No Controlling Stockholder shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes any Damage in excess of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes such Controlling Stockholders’ Pro Rata Share of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapDamage. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller or for Damages under Section 7.1(a) shall not exceed $4,300,000 (the Acquiror “Cap Amount”) and (ii) the Seller shall not be liable for any Damages pursuant to under Section 11.2(a7.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds for which it would otherwise be liable under Section 7.1(a) exceed $100,000 50,000 (the “Liability ThresholdDeductible Amount”), in ) (at which case point the Seller or the Acquiror, as applicable, shall be become liable for all such the aggregate Damages under Section 7.1(a) in excess of the Liability Threshold, and then Deductible Amount); provided that the limitations set forth in this sentence shall not for any Damages in excess apply to a claim pursuant to Section 7.1(a) relating to a breach of the then applicable Liability Cap for all claims made under such Section 11.2(arepresentations and warranties set forth in Sections 2.1 (Organization, Qualification and Power) or 11.2(b2.3 (Authorization of the Transaction). For purposes solely of this Article VII, all representations and warranties of the Seller in Article II (other than Sections 2.7 (Absence of Certain Changes), as applicable, in the aggregate; provided, however, that: 2.15(a)(x) (AContracts with a Seller Material Adverse Effect) for purposes of claims made by the Acquiror under Sections 11.2(a)(iiiand 2.30 (Disclosure), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by construed as if the Acquiror without regard term “material” and any reference to the Liability Threshold or Liability Cap; “Seller Material Adverse Effect” (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees that it shallNotwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 7.2(a) shall not exceed the Cap Amount, and (ii) the Buyer shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to not be indemnified. The amount of any Damages recoverable by a party liable under Section 11.2 7.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 7.2(a) exceed the Deductible Amount (at which point the Buyer shall become liable for the aggregate Damages under Section 7.2(a), and not just amounts in excess of the Deductible Amount); provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 (Organization, Qualification and Corporate Power) or 3.2 (Authorization of Transaction). For purposes solely of this Article VII, all representations and warranties of the Buyer in Article III shall be reduced by construed as if the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to term “material” were omitted from such claimrepresentations and warranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe Escrow Agreement is intended to secure the indemnification obligations of the Seller under this Agreement. However, CONSEQUENTIALthe rights of the Buyer under this Article VII shall not be limited to the Escrow Fund nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages directly from the Seller unless there are no remaining funds held in the Escrow Fund pursuant to the Escrow Agreement. (d) Except with respect to claims based on fraud and except as provided in Section 10.13, SPECIAL OR INDIRECT DAMAGESafter the Closing, INCLUDING BUSINESS INTERRUPTIONthe rights of the Indemnified Parties under this Article VII and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYbreach of warranty or failure to perform any covenant or agreement contained in this Agreement.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, (ai) In no event a party from whom indemnification is sought under this Article X with respect to a breach of representations or warranties contained herein, or in any list, certificate, or other instrument furnished by or on behalf of Parent or Seller pursuant hereto, shall the Seller or the Acquiror not be liable to the party seeking indemnification for any Damages pursuant relating to Section 11.2(a) or 11.2(b), as applicable, such a breach unless and until the aggregate amount of all such Damages exceeds $100,000 350,000 (the “Liability Threshold”), in which case "Threshold Amount") and thereafter the Seller or the Acquiror, as applicable, shall be liable for total amount of all such Damages actually incurred above $175,000 shall be indemnifiable, (ii) the aggregate Damages for which indemnification may be sought against any party with respect to a breach of representations or warranties contained herein, or in excess any list, certificate, or other instrument furnished by or on behalf of Parent or Seller pursuant hereto, shall in no event exceed the Liability ThresholdPurchase Price, and then not (iii) Buyer's exclusive remedy for the alleged inadequacy of reserves, accruals, allowances or any Damages other item set forth on the Closing Balance Sheet shall be the Post-Closing Adjustment set forth in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate3.3 hereof; provided, however, that: that the limitations imposed by (x) clauses (i) and (ii) of this Section 10.4 shall not apply to (A) for purposes Damages resulting from or relating to any misrepresentation or breach of claims made by the Acquiror under Sections 11.2(a)(iii)warranty contained in Section 4.5 or Section 4.15 hereof, 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims any willful misrepresentation made by the Seller Parent or Seller, and (y) clause (iii) of this Section 10.4 shall not limit Buyer's rights under Section 11.2(b)(iii10.2(vi), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Notwithstanding anything in this Section 8 to the contrary, except as provided below, the Selling Shareholders and Economy shall the Seller or the Acquiror be liable for any Damages pursuant Losses arising under Section 8.1 only to Section 11.2(a) or 11.2(b), as applicable, unless and until the extent the Losses therefrom exceed an aggregate amount of all such Damages exceeds $100,000 50,010 (the “Liability ThresholdBasket”), in which case all such Losses from the Seller or the Acquiror, as applicable, first dollar shall be liable promptly paid in accordance with this Agreement. In addition, except as provided below, the indemnification obligations of Selling Shareholders and Economy arising under Section 8.1 shall in no event exceed an aggregate amount equal to $4,200,000 (the “Cap”). Notwithstanding the foregoing, the limitations set forth in this Section 8.4(a) shall not apply to claims for all such Damages indemnification brought for breach of a representation or warranty set forth in excess of Section 5.1(a) (authorization), Section 5.1(b) (validity), Section 5.1(d) (title), Section 5.2 (b) (authorization), Section 5.2(c) (validity), Section 5.2(f) (title), Section 5.2(i) (taxes) and Section 5.2(q) (ERISA) or to claims for fraud or intentional material misrepresentation. In addition, the Liability Threshold, and then Selling Shareholder shall not be required to indemnify for any Damages in excess breach of the then applicable Liability Cap for all claims made under such Section 11.2(a5.2 (Tax Matters) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes extent of claims made by any disallowed deductions that benefit the Seller under Section 11.2(b)(iii), Companies after the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapClosing. (b) Each party agrees that it shallNotwithstanding anything in this Section 8 to the contrary; except as provided below, and (i) Buyer shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party liable: for Losses arising under Section 11.2 8.2 only to the extent the Losses exceed the Basket, in which case all such Losses from the first dollar shall be reduced by promptly paid in accordance with this Agreement and (ii) in no event shall the indemnification obligations of Buyer arising under Section 8.2 exceed an aggregate amount of any insurance proceeds actually paid equal to the Indemnified Party Cap. Notwithstanding the foregoing, the limitations set forth in this Section 8.4 (b) shall not apply to claims for indemnification brought for breach of a representation or the Indemnitee, as applicable, relating warranty set forth in Section 5.3(b) (authorization) or to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.claims for fraud or intentional material misrepresentation..

Limitations. (a) In no event Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Stockholders for Damages under Section 6.1(a) (but not including claims relating to a breach of representation or warranty set forth in Section 2.13 and claims based on fraud) shall not exceed $2,000,000, (ii) the Seller aggregate liability of the Indemnifying Stockholders for Damages under Section 6.1(a), including claims relating to a breach of a representation or warranty of the Acquiror Company set forth in 2.13 but not including claims based on fraud, shall not exceed $6,000,000 (provided, that, notwithstanding the foregoing, (A) the liability of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ under this clause (ii) shall be limited to the value of the Cash Component and Merger Shares (other than the Earn-out Shares) paid to him as a Company Stockholder under this Agreement (with such Merger Shares valued at Fair Market Value) (such value being defined as the "▇▇▇▇▇▇▇▇▇▇ Consideration"), and (B) the aggregate liability of all other Indemnifying Stockholders under this clause (ii) shall be limited to (X) $6,000,000 minus (Y) the ▇▇▇▇▇▇▇▇▇▇ Consideration), (iii) the Indemnifying Stockholders shall not be liable for any Damages pursuant to under Section 11.2(a6.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds for which they would otherwise be liable under Section 6.1(a) exceed $100,000 35,000 (at which point the “Liability Threshold”Indemnifying Stockholders shall become liable for the aggregate Damages under Section 6.1(a), and not just amounts in which case the Seller or the Acquiror, as applicable, excess of $35,000) and (iv) each Indemnifying Stockholder shall only be liable for all his, her or its pro rata share (based on the aggregate consideration received by such Damages in excess Indemnifying Stockholder as a percentage of the Liability Thresholdaggregate consideration paid by the Buyer to all Company Stockholders). For purposes solely of determining the amount of Damages to which the Buyer shall be entitled pursuant to this Article VI, all representations and then not for any Damages in excess warranties of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, Company in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Article II shall be liable for all Damages suffered by construed as if the Acquiror without regard term "material" and any reference to the Liability Threshold or Liability Cap; "Company Material Adverse Effect" (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees that Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 6.2(a) shall not exceed $2,000,000, (ii) the Buyer shall not be liable under Section 6.2(a) unless and until the aggregate Damages for which it shallwould otherwise be liable under Section 6.2(a) exceed $35,000 (at which point the Buyer shall become liable for the aggregate Damages under Section 6.2(a), and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and not just amounts in existence that provide coverage with respect to any Damages to be indemnifiedexcess of $35,000). The amount For purposes solely of any Damages recoverable by a party under Section 11.2 shall be reduced by determining the amount of Damages to which the Indemnifying Stockholders shall be entitled pursuant to this Article VI, all representations and warranties of the Buyer and the Transitory Subsidiary in Article III shall be construed as if the term "material" and any insurance proceeds actually paid reference to the Indemnified Party or the Indemnitee, as applicable, relating to "Buyer Material Adverse Effect" (and variations thereof) were omitted from such claimrepresentations and warranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. Indemnification claims by the Buyer under this Article VI shall first be satisfied from the Escrow Shares. However, CONSEQUENTIALthe rights of the Buyer under this Article VI shall not be limited to the Escrow Shares nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights. (d) Except with respect to claims based on fraud, SPECIAL OR INDIRECT DAMAGESafter the Closing, INCLUDING BUSINESS INTERRUPTIONthe 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 resulting from or relating to any misrepresentation, LOSS OF FUTURE REVENUEbreach of warranty or failure to perform any covenant or agreement contained in this Agreement. (e) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, DIMINUTION IN VALUEwarranties, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYcovenants or agreements.

Limitations. (ai) In Notwithstanding anything to the contrary contained herein, (i) Seller shall not have any liability for any indemnification under this Section 12 hereunder unless and to the extent the amount of the liability exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), and (ii) in no event shall Seller be required to indemnify the Seller or the Acquiror be liable Buyer for any Damages pursuant to aggregate liabilities under this Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages 12 in excess of an amount equal to Two Million and No/100 Dollars ($2,000.000.00). (ii) Notwithstanding anything to the Liability Thresholdcontrary contained herein, (i) Buyer shall not have any liability for any indemnification under this Section 12 hereunder unless and to the extent the amount of the liability for exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), and then not (ii) in no event shall Buyer be required to indemnify the Seller for any Damages aggregate liabilities under this Section 12 in excess of an amount equal to Two Million and No/100 Dollars ($2,000.000.00). (iii) Neither Party shall have any liability as to the then other Party, and each expressly waives any claim for, punitive, exemplary, remote, or speculative damages or damages that are not the natural, probable and reasonably foreseeable result of a breach of this Agreement, including damages arising from the special circumstances of the applicable Liability Cap for all claims indemnitee, whether or not such special circumstances were communicated to the Parties at the time this Agreement was executed. (iv) Notwithstanding anything to the contrary contained herein, no adjustment shall be made under such Section 11.2(a) or 11.2(b), as applicable, to the Purchase Price and Seller shall have no other monetary liability to Buyer in the aggregate; provided, however, thatrespect of: (Ai) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii)ad valorem, 11.2(a)(iv) severance or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard other production taxes assessed with respect to the Liability Threshold or Liability Cap; (B) Assets for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard periods prior to the Liability Threshold or Liability CapEffective Date; and (Cii) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapSeller Retained Liabilities. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event An Indemnifying Party (as defined in Section 11.05 below) shall not be entitled to make any claim for indemnification under this Article XI with respect to the Seller inaccuracy, misrepresentation or breach of any representation and warranty contained in this Agreement after the Acquiror be liable for any Damages date on which such representation or warranty ceases to survive pursuant to Section 11.2(a11.06 hereof. (b) Notwithstanding anything to the contrary contained herein, no Indemnified Party (as defined in Section 11.04 below) shall be entitled to indemnification from an Indemnifying Party (as defined in Section 11.04 below) with respect to the inaccuracy, misrepresentation or 11.2(b), as applicable, unless breach or any representation and warranty until the aggregate amount of all losses suffered by such Damages exceeds Indemnified Party and for which indemnification is available hereunder exceed $25,000 per claim or $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate, whereupon the Indemnified Party shall be entitled to claim indemnification for all losses suffered (including the initial $25,000 or $100,000, as the case may be) by such Indemnified Party and for which indemnification is available hereunder; provided, however, that: (A) for purposes of claims made by that this $25,000 or $100,000, as the Acquiror under Sections 11.2(a)(iii)case may be, 11.2(a)(iv) or 11.2(a)(v), the Seller threshold shall not be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemniteerepresentations and warranties contained in Sections 3.03, as applicable3.11, relating to such claim3.22, 3.24(b) and 4.01. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept as set forth below, CONSEQUENTIALthe total indemnification liability of all Shareholders shall not exceed, SPECIAL OR INDIRECT DAMAGESin the aggregate, INCLUDING BUSINESS INTERRUPTIONthe value of the Escrowed Shares, LOSS OF FUTURE REVENUEprovided that with respect to any breach of the representations and warranties set forth in Sections 3.01, DIMINUTION IN VALUE3.03, PROFITS OR INCOME3.04, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY3.08, 3.09, 3.11, 3.19, 3.22 and 3.24, such limitation on indemnification liability shall not apply, and instead the total indemnification liability of each Shareholder shall not exceed, in the aggregate, the value of the Merger Consideration and the issued Contingent Shares delivered to such Shareholder hereunder. The total indemnification liability of Acquirer shall not exceed the value of the Merger Consideration on the Closing Date. For purposes of satisfying any indemnity claim payable out of the Escrowed Shares, the Escrowed Shares shall be valued at the Average Acquirer Price. No limitation provided in this Section 11.03, however, shall be applicable with respect to any claim for fraud, willful misconduct or intentional misrepresentation.

Limitations. (a) In no event No amounts of indemnity shall the Seller or the Acquiror be liable for payable as a result of any Damages pursuant to claim arising under clauses (a) through (d) of Section 11.2(a) or 11.2(b), as applicable, 5.2 unless and until the aggregate amount Company Indemnified Parties have paid, suffered or incurred Losses referred to in those clauses in excess of all such Damages exceeds $100,000 in the aggregate (the “Liability ThresholdIndemnity Basket”), in which case the Seller or the Acquiror, as applicable, shall be liable Company Indemnified Parties may bring a claim for all such Damages in excess Losses including the Indemnity Basket; and the maximum aggregate liability of Contributor under clauses (a) through (d) of Section 5.2 shall not exceed $10,000,000 (the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b“Indemnity Cap”), as applicable, in the aggregate; provided, however, that: (Aneither the Indemnity Cap nor the Indemnity Basket will apply to claims under Section 5.2(a) for purposes arising as a result of claims made a breach by the Acquiror under Sections 11.2(a)(iii)Contributor of any Fundamental Representation or arising from fraud or intentional misrepresentation by Contributor; provided, 11.2(a)(iv) or 11.2(a)(v)further, the Seller shall however, in no event will Contributor be liable for all Damages suffered by in an amount in excess of the Acquiror without regard to Contribution Consideration, other than in the Liability Threshold or Liability Cap; (B) for purposes case of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s any fraud or willful misconduct, such party shall be liable for all Damages suffered intentional misrepresentation by the other party without regard to the Liability Threshold or Liability CapContributor. (b) Each party agrees that it shall, and No amounts of indemnity shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount payable as a result of any Damages recoverable by a party claim arising under Section 11.2 5.3 unless and until Contributor Indemnified Parties have paid, suffered, incurred, sustained or become subject to Losses referred to in those clauses in excess of the Indemnity Basket in which case the Contributor Indemnified Parties may bring a claim for all such Losses including the Indemnity Basket and the maximum liability of the Company under Section 5.3 shall be reduced not exceed the Indemnity Cap; provided, however, neither the Indemnity Cap nor the Indemnity Basket will apply to claims under Section 5.3(a) arising as a result of a breach by the amount Company of any insurance proceeds actually paid to Fundamental Representation or arising from fraud or willful misrepresentation by the Indemnified Party Company; provided, further, however, in no event will the Company be liable in an amount in excess of the Contribution Consideration, other than in the case of any fraud or willful misrepresentation by the Indemnitee, as applicable, relating to such claimCompany. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The obligations of Sellers to indemnify Buyer pursuant to this Article XIV shall be subject to the following limitations: (a) In no event No indemnification shall the Seller or the Acquiror be liable for any Damages pursuant required to Section 11.2(a) or 11.2(b), as applicable, be made unless and until the aggregate amount of all such Damages Buyer's Losses exceeds Two Hundred Fifty Thousand Dollars ($100,000 250,000) minus the Non-Excess Damage (the “Liability Threshold”"Deductible"), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims indemnification shall only be required to be made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes extent of claims made by Buyer's Losses that exceeds the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapDeductible. (b) Each party agrees that it shall, and No indemnification shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages be required to be indemnified. The amount of made for any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimBuyer's Losses that exceed $5,000,000. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo indemnification shall be required to be made under Section 14.02 of this Agreement to the extent Buyer (or any of Buyer's officers, CONSEQUENTIALdirectors, SPECIAL OR INDIRECT DAMAGESor legal or financial advisors) had actual knowledge of any fact, INCLUDING BUSINESS INTERRUPTIONinformation, LOSS OF FUTURE REVENUEcircumstance or event that would constitute or support a claim that (i) Sellers misrepresented to Buyer any fact or information covered by any representation contained in this Agreement, DIMINUTION IN VALUEor any of the agreements, PROFITS OR INCOMEdocuments or instruments contemplated by this Agreement, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYor (ii) Sellers breached or, with the passage of time, would reasonably be expected to breach, any of their warranties or failed or, with the passage of time, would reasonably be expected to fail to fulfill any of their agreements or covenants contained in this Agreement, or in any of the agreements, documents, or instruments contemplated by this Agreement. (d) The indemnification obligation of a Defending Party shall be reduced so as to give effect to any net reduction in federal, state, local or foreign income or franchise tax liability realized at any time by the Asserting Party in connection with the satisfaction by the Defending Party of a claim with respect to which indemnification is sought hereunder. The indemnification obligation of a Defending Party shall also be reduced to the extent of any available insurance proceeds received by the indemnified party, provided, however that such reduction shall not be effective until the Asserting Party has realized the benefit of any such tax reduction or has received any such insurance proceeds. The Defending Party shall pay its indemnification obligations as and when required by this Article XIV and the Asserting Party shall refund to the Defending Party any such amounts determined to be in excess of the Defending Party's obligations due to reductions pursuant to this Section 14.06(d). Additionally, the Asserting Party shall refund promptly to the Defending Party any amount of the Asserting Party's Losses that are subsequently recovered by the Asserting Party pursuant to a settlement or otherwise. (e) No indemnification shall be required to be made for any notification (in accordance with the first sentence of Section 14.05 hereof) received after the Termination Date. (f) From and after the Closing Date, the indemnification rights contained in this Article XIV 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 statute or common law.

Limitations. (a) In Notwithstanding any provision of this Agreement to the contrary, no event party shall have any obligation to indemnify any person entitled to indemnity under this Article 5 or to pay damages in respect of contract or other claims arising under this Agreement or any other Transaction Document unless the Seller 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 Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b"THRESHOLD"), as applicable, unless except claims arising from any breach of the representations and until warranties contained in Section 2.21 (Taxes) shall not be subject to the Threshold. Once the aggregate amount of all such Damages Losses exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, persons entitled to recovery shall be liable for entitled to recover the full amount of all such Damages Losses, in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller . No person shall be liable entitled to indemnification under this Article 5 for all Damages suffered Losses directly or indirectly caused by the Acquiror without regard a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cappotential Indemnitor. (b) Each party agrees The maximum aggregate liability of the Members, on the one hand to Buyer and Buyer, on the other hand to Members, for all claims arising under this Agreement and the other Transaction Documents shall equal the aggregate Purchase Price. For purposes of this Section 5.6(b), the value of Shares received shall be (i) prior to the IPO, the per share Agreed Price (as defined in the Stockholder Agreement) then prevailing; and (ii) after the IPO, the per share closing price on the primary exchange or market on which the Common Stock is traded on the date such indemnifiable Losses become payable, except that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount value of any Damages recoverable by a Shares sold in bona fide third party under Section 11.2 shall transactions will be reduced by the amount of any insurance gross proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to Members of such claimsale. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The Parties agree that the liabilities and obligations of an Indemnitor under this ARTICLE VI shall be limited as follows:‌ (a) In no event The Seller shall not be obligated to indemnify the Seller or the Acquiror be liable for Buyer Indemnified Parties under Section 6.2(a) with respect to any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate Damages exceed USD $25,000 (the “Basket”), provided, that if the total amount of all such Damages exceeds $100,000 (the “Liability Threshold”)Basket, in which case then the Seller or the Acquiror, as applicable, shall Buyer Indemnified Parties will be liable for entitled to recover all such Damages in excess of the Liability ThresholdBasket; provided, and then further, that the Basket shall not limit the Buyer Indemnified Parties rights to indemnification with respect to any Damages arising from or relating to Fraud or any breach of any Fundamental Representation.‌ (b) The obligations of the Seller as Indemnitor under Section 6.2(a) shall not exceed an amount equal to fifty percent (50%) of the Purchase Price (the “Cap”); provided, however, that the Cap shall not apply with respect to claims involving the breach of any Fundamental Representation (in which case no Seller shall be liable for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(aproceeds actually received by Seller) or 11.2(b), as applicable, in the aggregate; case of Fraud.‌ (c) The obligations of Buyer as Indemnitor under this ARTICLE VI shall not arise until the Basket has been exceeded, provided, howeverfurther, that: that the Basket shall not limit the Buyer Indemnified Parties rights to indemnification with respect to any Damages arising from or relating to Fraud or any breach of any Fundamental Representation. (Ad) Subject to the provisions of such parties’ applicable insurance policies, to the extent that Seller discharges any claim for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)indemnification, the Seller shall be liable for subrogated to all Damages suffered by the Acquiror without regard related rights of Buyer against third parties. Subject to the Liability Threshold or Liability Cap; (B) provisions of such parties’ applicable insurance policies, to the extent that Buyer discharges any claim for purposes indemnification, Buyer shall be subrogated to all related rights of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capagainst third parties. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event Seller shall the Seller or the Acquiror be liable to Buyer for any all Damages pursuant with respect to the matters contained in Section 11.2(a10.4(a)(i) or 11.2(b), as applicable, unless and until Section 10.4(a)(ii) once the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”)therefrom exceed, in which case the aggregate, $100,000; provided that Seller or the Acquiror, as applicable, and Partnership shall not be liable for all such Damages in Sections 10.4(a)(i) and 10.4(a)(ii) in excess of the Liability ThresholdPurchase Price; and provided further that Damages with respect to the representations and warranties contained in Section 4.21 shall not be subject to the limitations of the immediately preceding clause of this Section 10.4(f)(i). (ii) Buyer shall be liable to Seller or Partnership for all Damages with respect to the matters contained in Section 10.4(b)(i) or Section 10.4(b)(ii) once the Damages therefrom exceed, and then in the aggregate, $100,000, provided that Buyer shall not be liable for any such Damages in excess of the then applicable Liability Cap Purchase Price. (iii) Following the consummation of the Closing, the indemnity provisions in this Agreement are the exclusive remedy for all any misrepresentations, breaches of representations, warranties or covenants or any other claims made under such Section 11.2(a) relating in any way to this Agreement or 11.2(b)the transactions contemplated hereby, as applicable, in the aggregate; provided, however, that: (A) for purposes that nothing herein shall limit the right of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) either party to seek specific performance or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage injunctive relief with respect to any Damages to be indemnifiedbreach of a covenant. The amount of any Damages recoverable by a party under Section 11.2 parties hereto agree that Partnership shall have no liability hereunder and the Buyer agrees that no claim shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimmade against Partnership. (civ) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYNo claim based on a breach of any representation or warranty or the failure of any representation or warranty to be true and correct in all material respects shall be valid unless first made in writing within the survival period set forth in Section 10.2.

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount Without limitation of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made Buyer’s rights under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage ‎Section 10.2 with respect to any Damages of the representations or warranties set forth in Article V, Buyer shall be deemed to have waived and released, and covenants that it shall waive and release, any and all claims for Losses related to conditions in, on, or under the Properties that cause the Property or the Company Group to be indemnifiedin violation of Environmental Laws and other defects or damages related to Environmental Liabilities or the environmental condition of the Assets. The amount Except as expressly provided in ‎Section 10.2, Buyer (on behalf of itself, each of the other Buyer Indemnitees, and their respective insurers and successors in interest) hereby releases and discharges and agrees to indemnify, defend, and hold harmless Seller Indemnitees from and against any Damages recoverable by a party under Section 11.2 and all Environmental Liabilities and any and all Losses with respect to any matter or circumstance relating to Environmental Laws, the release of materials into the environment, or protection of the environment or health, EVEN IF SUCH ENVIRONMENTAL LIABILITIES OR LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), STRICT LIABILITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER LEGAL FAULT OF SELLER INDEMNITEES EXCEPT FOR FRAUD, FOR WHICH SELLER SHALL REMAIN LIABLE. Except as set forth in ‎Article IV, Buyer acknowledges that Seller has not made and will not make any representation or warranty regarding any matter or circumstance relating to Environmental Laws, the release of materials into the environment, or protection of the environment or health, and that nothing in this Agreement or otherwise shall be reduced by the amount of any insurance proceeds actually paid construed as such a representation or warranty. Notwithstanding anything to the Indemnified Party or contrary, this Article III shall not limit Buyer’s rights to seek and obtain indemnification for Losses on the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.terms set forth in ‎Article X.

Limitations. (a) In Notwithstanding any provision in this Agreement to the contrary, Sellers: (i) shall not have any liability hereunder unless and until aggregate Losses exceed $25,000 (from claims pursuant to Article III-A through Article III-C), provided, however, in the event the aggregate Losses hereunder exceed $25,000, the Sellers shall be liable to Purchaser for any Losses in excess of $25,000 with respect to (x) any such Losses arising out of or relating to a breach of the representations and warranties contained in Article III-B, severally and not jointly; (y) any Losses arising out of or relating to a breach of the representations and warranties contained in Article III-C, jointly and severally and (z) any Losses arising out of or relating to a breach of the representations and warranties contained in Article III-A, subject to Section 7.8(d) below, jointly and severally. (ii) no event Seller shall the Seller or the Acquiror be liable for Losses in excess of that portion of the Cash Purchase Price paid to such Seller, except to the extent that such Losses arise out of or relate to breaches of the Tax Warranties, Title and Authorization Warranties or actual fraud by such Seller. (b) Notwithstanding any Damages provision in this Agreement to the contrary, Purchaser shall not have any liability pursuant to Section 11.2(a) or 11.2(b7.3(a), as applicable, unless and until such aggregate Losses exceed $25,000. In the aggregate amount of all event such Damages exceeds Losses exceed $100,000 (the “Liability Threshold”)25,000, in which case the Seller or the Acquiror, as applicable, Purchaser shall be liable for all such Damages Losses in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim$25,000. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe liability of the Sellers and Purchaser under this Article VII shall be subject to reduction in an amount equal to the value of any: (i) net Tax benefit realized by the Indemnified Person or the Company (by reason of a Tax deduction, CONSEQUENTIALbasis adjustment, SPECIAL OR INDIRECT DAMAGESshifting of income, INCLUDING BUSINESS INTERRUPTIONcredits and/or deductions, LOSS OF FUTURE REVENUEor otherwise from one or more fiscal periods to another resulting, DIMINUTION IN VALUEin each case, PROFITS OR INCOMEfrom any Loss suffered by the Indemnified Person that forms the basis of the Indemnifying Person's obligation hereunder), OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYgiving effect to any Tax liabilities of the Indemnified Person arising as a result of any payments made by an Indemnifying Person with respect to such claim for indemnification; and (ii) any insurance benefit realized by the Indemnified Person or the Company in connection with any Loss suffered by such Person that forms the basis of the Indemnifying Person's obligation hereunder. (d) Purchaser and Sellers agree that, subject to the provisions of Section 7.1 and the limitations contained in Section 7.8(a), (b), and (c) above, in the event of any Seller Indemnifiable Claim resulting in Losses from any breach or inaccuracy in any of the representations and warranties contained in Article III-A (the "Breach"), the Losses shall be paid and allocated by and among the Purchaser and Sellers as follows: (i) by the Seller or Sellers who have committed the Breach, severally and not jointly, to the Purchaser in the full amount of any Loss for Breaches of Sections 3.1(b), 3.2(b), 3.3(d), 3.4(c), 3.27, or 3.30

Limitations. (a) In no event Notwithstanding anything to the contrary herein, the Indemnifying Party shall the Seller or the Acquiror not be liable to the Indemnified Party (i) for any Damages pursuant to Losses arising from Section 11.2(a9.2(a) or 11.2(bSection 9.3(a), as applicablethe case may be, unless and until the aggregate amount of all such Damages Losses exceeds $100,000 250,000 (the “Liability ThresholdDeductible”), in which case event the Seller or the Acquiror, as applicable, Indemnified Party shall be liable entitled to indemnification for all only such Damages Losses in excess of the Liability ThresholdDeductible, and then not or (ii) for any Damages Losses in excess of an aggregate amount equal to $2,000,000 (the then applicable Liability Cap “Cap”). (b) Notwithstanding the foregoing: (i) the limitations set forth in Section 9.4(a) shall not apply to any breach or of (A) any Fundamental Representations, or (B) in the case of Fraud. (c) In no event shall the Company Group’s maximum aggregate liability to the Buyer Indemnitees with respect to Losses under Section 9.2(a) exceed the Purchase Price, except for all claims made under such Section 11.2(aLosses arising out of Fraud. (d) No Indemnifying Party shall be liable to Indemnified Party for any punitive, exemplary, or 11.2(b)similar damages, except to the extent such damages are awarded by a Governmental Authority in connection with a Third-Party Claim. (e) For purposes of determining whether a breach or an alleged breach has occurred and the amount of any Losses for which the Buyer Indemnitees or the Company Group Indemnitees, as applicablethe case may be, are entitled to claim indemnification, all “materiality,” “in the aggregateall material respects,” “Material Adverse Effect” and qualifiers of similar import will be excluded from and given no effect in each representation and warranty and each covenant and agreement; provided, however, that: that such qualifiers shall not be disregarded where they are part of a defined term (e.g., “Material Customer”) or where the context otherwise requires. (f) Notwithstanding the foregoing, the limitations set forth in this Section 9.4 shall not apply to claims based on a Party’s Fraud. Solely with respect to actions grounded in Fraud, (A) for purposes the right of claims made by a party to be indemnified and held harmless pursuant to the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller indemnification provisions in this Agreement shall be liable for all Damages suffered by the Acquiror without regard in addition to the Liability Threshold and cumulative of any other remedy of such party at law or Liability Cap; in equity, and (B) for purposes of claims made no party shall, by the Seller exercising any remedy available to it under Section 11.2(b)(iii)this Article IX, the Acquiror shall be liable for all Damages suffered by the Seller without regard deemed to the Liability Threshold have elected such remedy exclusively or Liability Cap; and (C) for purposes of claims made by a party due to the have waived any other party’s fraud remedy, whether at law or willful misconductin equity, such party shall be liable for all Damages suffered by the other party without regard available to the Liability Threshold or Liability Capit. (bg) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its Payment by an Indemnifying Party pursuant to Section 9.2 or their commercially reasonable efforts to secure payment from insurance policies available and Section 9.3 in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Losses shall be reduced by the amount net of any insurance proceeds or third party indemnity or contribution payments actually received by the Indemnified Party in respect of such Losses, less any deductibles, costs and expenses incurred in connection with making any claim or pursuing or obtaining such insurance proceeds or third party indemnity or contribution payments, and related increases in insurance premiums or other chargebacks. If any such amounts described in this Section 9.4(g) are received by an Indemnified Party after being fully indemnified for the relevant Losses hereunder, such amounts will be promptly paid to the Indemnified Party Company Group or the IndemniteeBuyer, as applicable, relating to such claim. (ch) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALFor purposes of applying the Cap and Deductible and the limitation set forth in Section 9.4(c) above, CONSEQUENTIALall Losses indemnifiable under this Agreement and Section 9.2(a) of the International Purchase Agreement shall be aggregated and applied against the Cap, SPECIAL OR INDIRECT DAMAGESDeductible and the limitation set forth in Section 9.4(c) above. By way of example only and in no way in limitation of the foregoing, INCLUDING BUSINESS INTERRUPTIONif Buyer incurs $200,000 in indemnifiable Losses under this Agreement and Buyer or its Affiliates incurs $50,000 in indemnifiable Losses under the International Purchase Agreement, LOSS OF FUTURE REVENUEsuch combined Losses shall be aggregated for purposes of satisfying the Deductible and counting against the Cap and the limitation set forth in Section 9.4(c) above. For the avoidance of doubt, DIMINUTION IN VALUEno Indemnified Party shall be entitled to double recovery for any indemnifiable Losses even though such Losses, PROFITS OR INCOMEor any other incident, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYmay have resulted from the breach of more than one of the representations, warranties, covenants and agreements, or any other indemnity, provided in this Agreement or the International Purchase Agreement. (i) Notwithstanding any provision to the contrary contained in this Agreement, the Parties hereby acknowledge and agree that B▇▇▇▇’s first source of recovery for any and all indemnifiable Losses for which the Company Group is liable pursuant to this Article IX shall be by offset against any amounts of principal and accrued interest, if any, remaining under the Note. Buyer shall be entitled to reduce such unpaid principal balance and accrued but unpaid interest in an amount equal to the indemnifiable Losses for which the Company Group is liable pursuant to the provisions of this Article IX. Buyer Indemnitees shall only have the right to recover directly from the Company Group if there is no outstanding principal amount or accrued but unpaid interest under the Note or to the extent the Losses for which the Company Group is liable pursuant to this Article IX exceed the then-outstanding principal amount and accrued but unpaid interest under the Note (in which event, Buyer Indemnitees may only recover directly from the Company Group in an amount equivalent to such excess).

Limitations. (a) In Notwithstanding the foregoing, liability under this Article X shall be limited by the following: 10.4.1 Seller shall have no event shall the Seller or the Acquiror be liable for any Damages obligation with respect to Purchaser's losses pursuant to Section 11.2(a) or 11.2(b), as applicable, 10.1 unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages losses are in excess of the Liability Thresholdan aggregate of $250,000, and then not for any Damages Purchaser shall have no obligation with respect to Seller's losses pursuant to 10.2 unless and until such losses are in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatean aggregate of $250,000; provided, however, that: (A) that in any event, an indemnifying party shall be liable only for purposes of claims made by hereunder to the Acquiror under Sections 11.2(a)(iii)extent such claims exceed $250,000; and provided, 11.2(a)(iv) or 11.2(a)(v)further, the Seller however, that no party shall be entitled to make a claim for indemnification for individual claims that are less than $100,000 and provided, further, however, that no party hereto shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold claims hereunder or Liability Cap; (B) under any other document or instrument contemplated hereby for purposes of claims made by the Seller under Section 11.2(b)(iii)any aggregate amount Asset Purchase Agreement Page 12 VeriBest/Mentor exceeding $14,950,000, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such no party shall be liable for all Damages suffered by the other party without regard indirect, incidental, consequential, punitive or exemplary damages. 10.4.2 Notwithstanding anything herein to the Liability Threshold or Liability Cap. (b) Each party agrees that it shallcontrary, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and limitations set forth in existence that provide coverage Section 10.4.1 with respect to Purchaser's indemnification obligations shall not apply to any Damages claims for indemnification by Seller relating to, arising out of or in connection with (i) Purchaser's obligation to assume and pay the Assumed Liabilities as recorded on Seller's October 31, 1999 balance sheet or any other liabilities disclosed herein or in the Schedules hereto, or (ii) Purchaser's obligations set forth in Section 5.2, Section 5.3 and Section 5.4 . 10.4.3 Seller shall have no liability under 10.1.1 (i) if a court of competent jurisdiction determines the product or software at issue to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 noninfringing; 10.4.4 Nothing in this Agreement shall be reduced by construed as limiting in any way the amount remedies that may be available to Purchaser or Seller in the event of any insurance proceeds actually paid willful, common law fraud relating to the Indemnified Party representations, warranties or the Indemnitee, as applicable, relating to such claimcovenants made by either party. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything to the contrary herein, (ai) In no event the aggregate liability of Parent for Damages under this Section 5 of Exhibit G shall not exceed cash in an amount equal to the Seller or fair market value of the Acquiror Indemnification Escrow Shares), and (ii) neither the Indemnifying Stockholders nor Parent shall be liable for under this Exhibit G unless and until the Damages arising out of any Damages pursuant claim arising out of the same event or series of events or events of a similar nature exceed, with respect to Section 11.2(athe Company, $5,000 and with respect to Parent, $175,000 (a "Minor Claim") or 11.2(b), as applicable, (it being agreed that such claims are immaterial in nature and accordingly not subject to indemnification hereunder) and unless and until the aggregate amount of all such Damages exceeds for which the Indemnifying Stockholders or Parent would otherwise be liable exceed, with respect to the Company, $100,000 (the “Liability "Company Threshold”)") and with respect to the Parent, in $3,500,000 (at which case point the Seller or the Acquiror, as applicable, Indemnifying Stockholders and Parent shall be become liable for all such the aggregate Damages in excess of, with respect to the Company, $100,000 and with respect to Parent, $3,500,000). For purposes solely of this Article, all representations and warranties of the Liability ThresholdCompany in Article IV of the Merger Agreement and all representations and warranties of Parent and the Merger Subsidiary in Article III shall be construed as if the term "material" and any reference to Material Adverse Effect (and variations thereof) were omitted from such representations and warranties. Nothing contained herein or the Merger Agreement shall be deemed to limit the rights or remedies of the Parent with respect to a breach of the representations of the Company contained in Section 4.15(a) - (g) and (j) of the Merger Agreement regarding Company Intellectual Property and the representations of the Indemnifying Stockholders contained in Article IV-A of the Merger Agreement; provided, however,(i) the liability of any Indemnifying Stockholder in connection with the foregoing representations other than the Intellectual Property Representations shall not exceed the value of the Indemnification Escrow Shares deposited to the escrow fund on behalf of such Company Shareholder pursuant to the Merger Agreement and then the Escrow Agreement and (ii) the aggregate liability of any Company Shareholder in connection with the Intellectual Property Representations shall be limited in value to one-half of the Consideration Shares issued to such Company Shareholder, valued at the Merger Price, payable in Consideration Shares and/or cash; and provided, further, in each case that Minor Claims and the Company Threshold limitations shall apply with respect to claims for indemnification based on the foregoing representations; provided, further, however, that Minor Claims and the Company Threshold limitations shall not for any Damages to apply to expenses in excess of $60,000 withdrawn from the then applicable Liability Cap for all claims made under such escrow account pursuant to Section 11.2(a) or 11.2(b), as applicable, in 9.9 of the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnifiedMerger Agreement. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.87

Limitations. (a) In Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller for Damages under Section 6.1(a) for breaches of Seller Fundamental Representations and all of its other representations and warranties set forth in this Agreement shall be limited to the Upper Cap, (ii) the aggregate liability of the Seller for Damages under Section 6.1(a) for breaches of its representations and warranties set forth in this Agreement (other than Seller Fundamental Representations) shall be limited to the Lower Cap, and (iii) except in cases of breaches of the Seller Fundamental Representations, the Seller shall not be liable under Section 6.1(a) for breaches of Seller’s representations and warranties set forth in this Agreement until the aggregate amount of Damages for which it would otherwise be liable under Article VI exceeds the Basket Amount (at which point the Seller shall become liable for the aggregate amount of all Damages under Article VI from the first dollar); provided that the limitations set forth in this Section 6.5(a) shall not apply in cases of fraud or willful breach by the Seller. For purposes solely of this Article VI, all representations and warranties of the Seller in Article III (other than Sections 3.6 and 3.24) shall be construed as if the term “material” (and variations thereof) and any reference to “Seller Material Adverse Effect” were omitted from such representations and warranties for purposes of determining the amount of Damages attributable to any breach thereof. Notwithstanding anything to the contrary contained in this Agreement or otherwise, in no event shall the Seller be liable to the Buyer or any other person or entity in connection with this Agreement for any special, consequential, incidental or reliance damages (or any loss of revenue, profits or data), however caused, whether for breach of contract, negligence or under any other legal theory, whether foreseeable or not and whether or not the Acquiror be other party has been advised of the possibility of such damage, and notwithstanding the failure of essential purpose of any limited remedy, except in each case to the extent the Buyer is or becomes liable for any such damages to a third party in connection with a Third Party Action. The Buyer agrees that these limitations of liability are agreed allocations of risk. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages pursuant under Section 6.2(a) for breaches of Buyer Fundamental Representations and all of its other representations and warranties set forth in this Agreement shall be limited to the Upper Cap, (ii) the aggregate liability of the Buyer for Damages under Section 11.2(a6.2(a) or 11.2(b)for breaches of its representations and warranties set forth in this Agreement (other than Buyer Fundamental Representations) shall be limited to the Lower Cap, as applicableand (iii) except in cases of breaches of the Buyer Fundamental Representations, unless the Buyer shall not be liable under Section 6.2(a) for breaches of Buyer’s representations and warranties set forth in this Agreement until the aggregate amount of Damages for which it would otherwise be liable under Article VI exceeds the Basket Amount (at which point the Buyer shall become liable for the aggregate amount of all Damages under Article VI from the first dollar); provided that the limitations set forth in this Section 6.5(b) shall not apply in cases of fraud or willful breach by the Buyer. For purposes solely of this Article VI, all representations and warranties of the Buyer in Article IV shall be construed as if the term “material” (and variations thereof) were omitted from such representations and warranties for purposes of determining the amount of Damages exceeds $100,000 (attributable to any breach thereof. Notwithstanding anything to the “Liability Threshold”)contrary contained in this Agreement or otherwise, in which case no event shall the Buyer be liable to the Seller or any other person or entity in connection with this Agreement for any special, consequential, incidental or reliance damages (or any loss of revenue, profits or data), however caused, whether for breach of contract, negligence or under any other legal theory, whether foreseeable or not and whether or not the Acquirorother party has been advised of the possibility of such damage, as applicableand notwithstanding the failure of essential purpose of any limited remedy, shall be except in each case to the extent the Seller is or becomes liable for all any such Damages damages to a third party in excess connection with a Third Party Action. The Seller agrees that these limitations of liability are agreed allocations of risk. (c) The Escrow Agreement is intended to secure the Liability Threshold, and then not for any Damages in excess indemnification obligations of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)this Agreement. However, the Acquiror rights of the Buyer under this Article VI shall not be liable limited to the Escrow Fund nor shall the Escrow Agreement be the exclusive means for all the Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages suffered by directly from the Seller without regard unless there are no remaining funds held in escrow pursuant to the Liability Threshold or Liability Cap; and Escrow Agreement. (Cd) for purposes of Except with respect to claims made by a party due to the other party’s based on fraud or willful misconductbreach, such party the rights of the Indemnified Parties under this Article VI, Section 7.13 and the Escrow Agreement shall be liable for all Damages suffered by the other party without regard exclusive remedy of the Indemnified Parties with respect to the Liability Threshold claims resulting from or Liability Caprelating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (be) Each party agrees that it shall, The Seller shall not be entitled to indemnification under this Article VI (and the Buyer shall cause have no liability to the applicable Indemnitees to, use its Seller under this Article VI or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage otherwise) for any matter with respect to any Damages which the Buyer has been finally determined to be indemnified. The amount entitled to indemnification under this Article VI (disregarding the effect of any limitations as to time, survival periods, deductibles, thresholds, caps, knowledge, materiality qualifiers or other limitations), and the Seller’s claim for indemnification shall be suspended by the Parties pending the final resolution of the Buyer’s corresponding claim for indemnification. (f) The Damages recoverable by a party under Section 11.2 for which an Indemnified Party is entitled to be indemnified hereunder shall be reduced by the amount of any insurance proceeds actually paid to the such Indemnified Party or the Indemnitee, as applicable, relating actually recovers with respect to such claimDamages. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In Parent shall have no event obligation under this Agreement to issue fractional Parent Shares. Where the application of any formula for the calculation of the number of Consideration Shares to be issued under this Agreement would result in the issuance of any fractional Parent Share to any Seller, the number of Consideration Shares shall be rounded up to the nearest whole number, and the amount of the Closing Consideration, Post-Closing Consideration, or Milestone Payment to be paid to the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount by wire transfer of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, immediately available funds shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made decreased by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capcorresponding amount. (b) Each party agrees that it shallNotwithstanding anything to the contrary contained in this Agreement, and Parent shall cause have no obligation under this Agreement to issue more than forty-seven million (47,000,000) Parent Shares, in the applicable Indemnitees toaggregate (the “Parent Shares Limit”), use its or their commercially reasonable efforts to secure payment from insurance policies available and as Consideration Shares, unless any issuance in existence that provide coverage excess of the Parent Shares Limit has been approved by Parent’s shareholders in accordance with respect to the ASX Listing Rules, including ASX Listing Rule 7.2 (“Parent Shareholder Approval”). Where the application of any Damages formula for the calculation of the number of Consideration Shares to be indemnified. The amount issued under this Agreement, when included with all other Consideration Shares issued prior to such date, would exceed the Parent Shares Limit (to the extent Parent has not otherwise obtained Parent Shareholder Approval for such issuance), then(A) the number of any Damages recoverable by a party under Section 11.2 Consideration Shares to be issued shall be reduced to a number that, taken with all other Consideration Shares previously issued pursuant to this Agreement, does not exceed the Parent Shares Limit and (B) the remaining amount of the Closing Consideration, Post-Closing Consideration, or Milestone Payment not satisfied by the amount issuance of any insurance proceeds actually Consideration Shares under clause (A) shall be paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.Seller by wire transfer of immediately available funds shall be increased by a corresponding amount. Pharma15 Corporation 4

Limitations. Notwithstanding anything in this Agreement to the contrary: (a) In no event Seller and Parent shall the Seller or the not be required to indemnify any Acquiror be liable for Indemnified Party pursuant to, and shall not have any Damages pursuant to liability under Section 11.2(a9.3(a) or 11.2(b)of this Agreement, as applicable, unless and until the aggregate amount of all such Damages for which Seller and Parent would, but for this Section 9.4(a), be liable under this Agreement exceeds on a cumulative basis an amount equal to $100,000 500,000 (the “Liability ThresholdDeductible”); provided that, (i) if and to the extent such Damages exceed the Deductible, Seller and Parent shall become liable for only such Damages that exceed the Deductible, (ii) the Deductible shall not apply to actual fraud or any inaccuracy in which case or breach of any Fundamental Representation or any representation or warranty set forth in Sections 3.10(a) and 3.10(b), and (iii) the Deductible set forth in clause (b) below shall not apply to any inaccuracy in or breach of any representation or warranty set forth in Section 3.4 or Section 3.9 to the extent such breach results in Inventory that was classified and paid for as Contract Inventory pursuant to the Agreed Principles no longer meeting the criteria to qualify as Contract Inventory pursuant to the Agreed Principles. (b) The maximum aggregate amount of Damages that may be recovered from Seller or and Parent on an aggregate basis by the Acquiror, as applicable, Acquiror Indemnified Parties pursuant to Section 9.3(a) of this Agreement shall be liable for all such Damages in excess of equal to fifteen million dollars ($15,000,000) (the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b“General Cap”), as applicable, in the aggregate; provided, however, that: that (Ai) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller General Cap shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect not apply to any Damages to be indemnified. The amount that result from any inaccuracy in or breach of any Damages recoverable by a party under Section 11.2 Fundamental Representation, which shall not be subject to any cap and (ii) upon the nine (9) month anniversary of the Closing Date, the General Cap shall be reduced by to the amount of the Premium Amount plus the amount of any insurance proceeds actually paid pending claims for indemnification asserted prior to such anniversary (the “Step-Down Pending Claims Amount”). The Step-Down Pending Claims Amount shall initially be equal to the Indemnified Party or the Indemniteefull face amount of such pending claims, but shall be reduced from time to time, as applicablesuch pending claims are resolved in accordance with the procedures in this Agreement, in an amount equal to the excess of the full face amount of any pending claim over the amount of the claim after such resolution; provided, that, the Step-Down Pending Claims Amount shall be no less than zero. Subject to the terms of Section 9.4(b), the maximum aggregate amount of Damages that may be recovered from Seller and Parent on an aggregate basis by the Acquiror Indemnified Parties pursuant to this Agreement (including Damages resulting from the breach of any of the Fundamental Representations, but excluding any Damages relating to such claimor arising from Indemnified Taxes) shall be an amount equal to the Final Consideration. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary set forth in this Article IX, CONSEQUENTIALnothing herein shall limit the liability of Seller or Parent (i) for actual fraud on the part of Seller or Parent or their respective Affiliates and (ii) with respect to Excluded Liabilities. For avoidance of doubt, SPECIAL OR INDIRECT DAMAGESany (i) limitations of liability applicable to breaches of representations and warranties expressly set forth in this Article IX shall in no way limit Parent and Seller’s liability or indemnification obligations with respect to Excluded Liabilities and (ii) disclosure of any information pursuant to the Schedules or Acquiror’s or its Affiliates’ knowledge of any information prior to the date hereof or at Closing shall in no way limit Parent and Seller’s liability or indemnification obligations with respect to Excluded Liabilities under this Agreement or the Contribution Agreement. (d) No Acquiror Indemnified Party shall be entitled to recover any amount relating to any matter arising under one provision of this Agreement to the extent such Acquiror Indemnified Party (or other Acquiror Indemnified Parties) has already recovered such amount with respect to the same matter pursuant to that or other provisions of this Agreement. (e) Solely for purposes of determining the amount of Damages resulting from a breach or inaccuracy of a representation or warranty contained in this Agreement (but not whether there has been a breach or inaccuracy of a representation or warranty contained in this Agreement) all qualifications as to “materiality”, INCLUDING BUSINESS INTERRUPTIONand “Material Adverse Effect” or words of similar import shall be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty). (f) Parent and Seller acknowledge and agree that, LOSS OF FUTURE REVENUE(i) none of the Carlyle Parties shall have any liability under this Agreement and the Transaction Documents, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYand (ii) they shall not file any Actions against the Carlyle Parties under any circumstances under this Agreement or the Transaction Documents.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, the Buyer shall not be entitled to recover any portion of the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, Escrow Fund under this Article VI unless and until the aggregate amount Damages are in excess of all such Damages exceeds $100,000 250,000 (at which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Buyer shall be liable for all such entitled to recover from the Escrow Fund the aggregate Damages in excess of the Liability Threshold$100,000, and then not for any Damages just amounts in excess of $250,000); provided that the then applicable Liability Cap for all claims made under such limitation set forth above shall not apply to a claim against the Escrow Fund pursuant to (x) Section 11.2(a1.8, (y) Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3 or 2.9 (or the portions of the Company Certificate relating thereto), or (z) Section 6.1(b), (c), (d), (e), (f) or 11.2(b(g), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that Notwithstanding anything to the contrary herein, the Buyer shall not be liable under this Article VI unless and until the aggregate Damages for which it shallwould otherwise be liable exceed $250,000 (at which point the Buyer shall become liable for the aggregate Damages in excess of $100,000, and not just amounts in excess of $250,000); provided that the limitation set forth above shall cause not apply to a claim pursuant to Section 6.2 relating to a breach of the applicable Indemnitees torepresentations and warranties set forth in Sections 3.1, use its 3.2 or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party 3.5 (or the Indemnitee, as applicable, portions of the Buyer Certificate relating to such claimthereto). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept in the case of Fraud (with respect to the Escrow Fund only), CONSEQUENTIALthe Escrow Agreement and the Special Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI in accordance with the respective provisions hereof and thereof. Except in the case of Fraud or intentional misrepresentation, SPECIAL OR INDIRECT DAMAGESthe Buyer's liability for all Damages shall not exceed $20,000,000. (d) No Company Shareholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, INCLUDING BUSINESS INTERRUPTIONwarranties, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYcovenants or agreements. (e) The amount of any and all Damages for which indemnification is provided pursuant to this Article VI shall be net of any amounts actually received by the Indemnified Party under insurance policies with respect to such Damages.

Limitations. (a) In no event Notwithstanding any provision of Section 11.2, and except as hereafter provided, Seller shall the Seller or the Acquiror not be liable required to indemnify any Buyer Indemnitee for any Damages individual claim, pursuant to Section 11.2(a) or 11.2(b), that any representation or warranty of Seller contained in this Agreement has been breached or is inaccurate (a “Representation Claim”), where the Losses relating to such Representation Claim (or series of related representation Claims, or Representation Claims arising from the same or substantially similar facts and circumstances) is less than $10,000, individually and in the aggregate (the “Minimum Claim Threshold”). Notwithstanding any provision of Section 11.2 and except as applicablehereafter provided, Seller shall have no liability for indemnification with respect to Representation Claims unless and until the aggregate amount of all Losses incurred by the Buyer Indemnitees (not including claims below the Minimum Claim Threshold) with respect to such Damages Representation Claims exceeds $100,000 150,000 (the “Liability Threshold”), in at which case the Seller or the Acquiror, as applicable, ▇▇▇▇ ▇▇▇▇▇▇ shall be liable obligated to indemnify the Buyer Indemnitees for all such Damages Losses for Representation Claims and not merely Losses in excess of the Liability Threshold (but excluding claims below the Minimum Claim Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: that after Seller has paid or satisfied Representation Claims in an aggregate amount equal to the Threshold, the Buyer Indemnitees’ sole remedy and recourse for Representation Claims shall be claims against the Representation and Warranty Insurance Policy (Aexcept to the extent of any facts or circumstances which constitute fraud or intentional breach of this Agreement by Seller). Notwithstanding the foregoing, the Minimum Claim Amount and the Threshold shall not apply to (i) for purposes of claims made by the Acquiror Losses relating to any Claims under Sections 11.2(a)(iiiSection 11.2(b), 11.2(a)(ivSection 11.2(c), Section 11.2(d), Section 11.2(e) or 11.2(a)(vSection 11.2(f), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (Bii) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold Losses resulting from any facts or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s circumstances which constitute fraud or willful misconduct, such party shall be liable for all Damages suffered intentional breach of this Agreement by the other party without regard to the Liability Threshold or Liability CapSeller. (b) Each party agrees that it shallNotwithstanding any provision of Section 11.3, and except as hereafter provided, the Buyer Parties shall cause not be required to indemnify any Seller Indemnitee for any individual claim, pursuant to Section 11.3(a), that any representation or warranty of either Buyer Party contained in this Agreement has been breached or is inaccurate, where the applicable Indemnitees toLosses relating to such claim (or series of related claims, use its or their commercially reasonable efforts to secure payment claims arising from insurance policies available the same or substantially similar facts and in existence that provide coverage circumstances) is less the Minimum Claim Threshold. Notwithstanding any provision of Section 11.3 and except as hereafter provided, the Buyer Parties shall have no liability for indemnification with respect to any Damages to be indemnified. The Claims for breaches of representations and warranties under Section 11.3(a) unless and until the aggregate amount of Losses incurred by the Seller Indemnitees (not including claims below the Minimum Claim Threshold) with respect to such matters exceeds the Threshold, at which time the Buyer Parties shall be obligated to indemnify the Seller Indemnitees for all Losses and not merely Losses in excess of the Threshold (but excluding claims below the Minimum Claim Threshold). Notwithstanding the foregoing, the Minimum Claim Amount and the Threshold shall not apply to (i) Losses relating to any Damages recoverable by a party claims under Section 11.2 shall be reduced 11.3(b), Section 11.3(c) or Section 11.3(d), or (ii) Losses resulting from any facts or circumstances which constitute fraud or intentional breach of this Agreement by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimBuyer Parties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALBuyer and Seller acknowledge and agree that the indemnification provided in this Article XI (including the Representation and Warranty Insurance) is the exclusive remedy with respect to any Losses arising under or in connection with this Agreement; provided, CONSEQUENTIALhowever, SPECIAL OR INDIRECT DAMAGESthat (i) either Seller or the Buyer Parties may seek equitable relief, INCLUDING BUSINESS INTERRUPTIONincluding the remedies of specific performance and injunction, LOSS OF FUTURE REVENUEwith respect to the breach of any covenant or agreement to be performed after Closing, DIMINUTION IN VALUE(ii) this Section 11.5(c) shall not apply with respect to any claim based on fraud or intentional breach of this Agreement, PROFITS OR INCOMEand (iii) nothing contained in this Agreement shall impair or limit in any way the rights or remedies available to any Party under or in respect of the other Transaction Documents. (d) Seller and the Buyer agree to treat any indemnity payments made pursuant to Sections 11.2 and 11.3 hereof as an adjustment to the Purchase Price for all Tax purposes. All such indemnity payments shall be determined net of any insurance recoveries actually received by the Indemnified Party, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYas applicable, with respect to the Losses subject to such indemnification claim. Indemnification payments under this Article XI shall be paid without reduction for any Tax Benefits available to the Indemnified Party. However, to the extent that the Indemnified Party actually recognizes Tax Benefits as a result of any Losses, the Indemnified Party shall pay the amount of such Tax Benefits (but not in excess of the payments actually received from the Indemnifying Party on account of such Losses) to the Indemnifying Party as and when such Tax Benefits are actually recognized by the Indemnified Party. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a Taxable period if, and to the extent that, such Indemnified Party’s cumulative liability for Taxes through the end of such period, calculated by excluding any Tax items attributable to the Losses from all Tax periods, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such Tax period, calculated by taking into account any Tax items attributable to the Losses and the receipt of indemnification payments under this Article XI for all Tax periods. (e) For all purposes of this Article XI, when determining the amount of any Losses associated with a breach of a representation or warranty of Seller or the Buyer Parties, as applicable, any Material Adverse Effect or other materiality qualifier contained in any such representation or warranty will be disregarded.

Limitations. (a) In no event The Apollo Stockholders shall the Seller or the Acquiror be liable for not have any obligation to indemnify Parent from and against any Damages pursuant to under Section 11.2(a) 6.1, other than Damages resulting by reason of any fraud or 11.2(b)intentional misrepresentation, as applicable, unless and until the aggregate amount Parent Indemnitees have suffered Damages by reason of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages breaches in excess of a $2,000,000 aggregated deductible (after which point the Liability ThresholdApollo Stockholders will be obligated to indemnify the Parent Indemnitees from and against all such Damages, including the first $2,000,000) and then such indemnification obligation shall not for exceed $20,00,000 except in the case of fraud or intentional misrepresentation. (b) Parent shall not have any obligation to indemnify the Indemnified Securityholders from and against Damages under Section 6.2, other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Indemnified Securityholders have suffered Damages by reason of all such breaches in excess of a $2,000,000 aggregated deductible (after which point Parent will be obligated to indemnify the then applicable Liability Cap for Indemnified Securityholders from and against all claims made under such Section 11.2(aDamages, including the first $2,000,000) or 11.2(b), as applicable, and such indemnification obligation shall not exceed $20,00,000 except in the aggregatecase of fraud or intentional misrepresentation. (c) The rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to any and all matters arising out of, relating to, or connected with this Agreement, the Company and its Subsidiaries and their respective assets and liabilities; provided, however, that: (A) that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) remedies at law or 11.2(a)(v), the Seller shall be liable in equity for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capintentional misrepresentations. (bd) Each party agrees that it shall, and No Apollo Stockholder shall cause have any right of contribution against the applicable Indemnitees to, use its Company or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (e) The amount of Damages recoverable by an Indemnified Party under this Article VI shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be indemnified. The payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (f) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 6.1(a) or 6.2(a), and subject to the deductible amounts set forth in Sections 6.5(a) or 6.5(b), and solely for purposes of determining the amount of any Damages recoverable by that are the subject matter of a party under Section 11.2 claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate of document delivered pursuant hereto shall be reduced by the amount of any insurance proceeds actually paid read without regard and without giving effect to the Indemnified Party term(s) “material” or “Material Adverse Effect” in each instance where the Indemnitee, effect of such term(s) would be to make such representation and warranty less restrictive (as applicable, relating to if such claimwords and surrounding related words (e.g. “reasonably be expected to,” “could have” and similar restrictions and qualifiers were deleted from such representations and warranty). (cg) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALTo the extent that Parent’s payment in cash of any indemnification obligation of Parent under Section 6.2 would cause the Merger to fail to qualify as a reorganization under Section 368(a) of the Code, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYsuch indemnification obligation shall be paid by Parent in the form of shares of common stock of Parent having a fair market value of any such indemnification obligation.

Limitations. The indemnification rights of Purchaser Indemnified Parties set forth in this agreement are subject to the following limitations: (ai) In no event Purchaser Indemnified Parties shall the not assert any claim for Losses which individually is less than $10,000; (ii) Seller or the Acquiror be liable shall not become obligated to pay any asserted claims for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, Losses unless and until the aggregate aggregate, cumulative amount of all such Damages exceeds $100,000 properly assertable claims (the “Liability Threshold”)i.e., in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages claims in excess of the Liability Threshold, and then not for any Damages limitation stated in excess of the then applicable Liability Cap for all claims made under such Section 11.2(apreceding subclause (i) or 11.2(bexceeds $300,000 (the “Deductible Amount”), as applicable, in with no obligation to pay any amount equal to or less than the aggregateDeductible Amount of such properly asserted claims under any circumstances; provided, however, that: and (iii) under no circumstances shall Seller be obligated to make indemnification payments (A) for purposes hereunder in a total, cumulative amount of claims made by more than twelve and one-half percent of the Acquiror under Sections 11.2(a)(iii)Purchase Price, 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; and (B) for purposes of any claims made by the Seller under pursuant to Section 11.2(b)(iii7.2(vi), that exceed $1,000,000 (the Acquiror shall be liable for all Damages suffered by “Cap”); provided that, the Seller without regard to the Liability Threshold or Liability Cap; limitations set forth in clauses (i), (ii) and (Ciii) for purposes above shall not apply to any indemnification rights of claims made by a party due Purchaser Indemnified Parties based upon, related to or arising out of (a) the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold misconduct of Seller or Liability Cap. (b) Each party agrees Retained Liabilities (provided further that, Seller shall not have any indemnification obligations whatsoever for Purchaser’s attorney fees and related costs in the event that it shallPurchaser is involved in a claim that relates to the Retained Liabilities other than to the extent incurred under Section 7.5.2(b)). In addition, the limitation in clauses (i) and (ii) shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage not apply with respect to any Damages to be indemnifiedindemnification claim based solely upon a breach of Seller’s covenants that survive Closing. The amount of any Damages recoverable by a party under Section 11.2 Purchaser’s remedies set forth in this ARTICLE 7 shall be reduced by the amount sole and exclusive remedy of Purchaser for any insurance proceeds actually paid and all actions arising under or in any way related to the Indemnified Party or the Indemnitee, as applicable, relating to such claimthis agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall For purposes solely of this Article VII, all representations and warranties of the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(aParties (other than Sections 2.7 and 2.28) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all construed as if the term “material” and any reference to “Material Adverse Effect” (and variations thereof) were omitted from such Damages in excess of the Liability Threshold, representations and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees The Parties agree that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to exclusive remedy at law for a breach of this Agreement by any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 other Party shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimthis Article VII. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding any other provisions of this Agreement, CONSEQUENTIALthe Buyer agrees that the Seller’s and the Members’ obligations under Section 7.1(a) shall be limited solely to the Escrow Fund held by the Escrow Agent, SPECIAL OR INDIRECT DAMAGESand any indemnification payments under Section 7.1(a) shall be limited to the Escrow Fund (based on the Value of the Escrow Shares plus any other cash or property then held in the Escrow Fund) in satisfaction of such indemnification claim; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, INCLUDING BUSINESS INTERRUPTION2.3, LOSS OF FUTURE REVENUE2.9, DIMINUTION IN VALUE2.20 or 2.21. (d) Notwithstanding any other provisions of this Agreement, PROFITS OR INCOMEthe Seller agrees that the Buyer’s obligations under Section 7.2(a) shall be limited solely to an amount equal to the value of the Escrow Shares based on the closing price of the Buyer’s Common Stock on, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYand calculated as of, the date of Closing; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.2 relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.2. (e) The Seller and the Members shall have no liability (for indemnification or otherwise) with respect to claims under Section 7.1(a) until the total of all Damages with respect to such matters exceeds the greater of (i) $50,000 and (ii) the Excess Net Working Capital, at which point the Seller and the Members shall be liable for any and all Damages. However, the restrictions of this paragraph will not apply to any claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.6 (last sentence only), 2.9, 2.20 or 2.21. (f) The Buyer shall have no liability (for indemnification or otherwise) with respect to claims under Section 7.2(a) until the total of all Damages with respect to such matters exceeds $50,000, at which point the Buyer shall be liable for any and all Damages. However, the restrictions of this paragraph will not apply to any claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.2. (g) No Member shall have any personal liability or indemnification obligation under this Article VII for (i) any breach or violation of Section 6.1, 6.2 or 6.3 by a person other than the Member (provided that this Section 7.6(g) does not limit the availability of the Escrow Fund to the Buyer for breaches or violations of such section(s)), and (ii) an amount (including such Member’s pro rata share of the Escrow Fund) greater than the product of (x) (A) $5,000,000 plus (B) the Value of the 5,375,000 Shares as of the Closing Date or, if less, as of the date payment for indemnification is made, times (y) such Member’s ownership percentage of Seller as of the date of Closing. Buyer must first seek to satisfy any claim by the Buyer against a given Member under this Article VII against any of the Shares (at the Value thereof) then held by such Member (or, if such Shares have not been distributed to such Member by the Seller, by such Member’s (and only such Member’s) pro-rata portion of the total number of Shares issued to the Seller on the Closing Date, based on such Member’s ownership percentage of Seller as of the date of Closing less any Shares that have been sold by the Seller at the direction of such Member), and with respect to matters exceeding such Value, Buyer may seek cash to satisfy such claim (subject to the aggregate limitation set forth in clause (ii) above).

Limitations. (a) In no event Notwithstanding anything to the contrary set forth in this Agreement, the Buyer Indemnitees shall the Seller not be indemnified or the Acquiror be liable held harmless for any Damages pursuant to Losses arising under Section 11.2(a6.02(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages Losses for which all Buyer Indemnitees are otherwise entitled to indemnification pursuant to Section 6.02(a) exceeds an amount equal to ONE HUNDRED TWENTY THOUSAND DOLLARS ($100,000 120,000) (the “Liability ThresholdDeductible”), in which case whereupon the Seller or the Acquiror, as applicable, Buyer Indemnitees shall only be liable indemnified and held harmless for all such Damages Losses in excess of the Liability ThresholdDeductible but subject to the other limitations set forth in this Agreement. The Deductible shall not apply with respect to breaches of the Company Fundamental Representations, the Seller Fundamental Representations or the Tax Representations. (b) Subject to Section 6.04(c), (i) the Escrow Shares shall be the sole source of recovery for any Losses under Section 6.02(a) (other than with respect to any claim arising from the breach of the Company Fundamental Representations, the Seller Fundamental Representations and Tax Representations), and then not (ii) Seller’s maximum aggregate liability to the Buyer Indemnitees for any Damages in excess and all Losses under Section 6.02(a) (other than with respect to any claim arising from the breach of the then applicable Liability Cap for all claims made under such Section 11.2(aCompany Fundamental Representations, the Seller Fundamental Representations and Tax Representations) or 11.2(bshall not exceed ONE MILLION DOLLARS ($1,000,000) (the “General Cap”), which shall be satisfied by recourse to the Escrow Shares valued at the Average Price. The Escrow Shares, less any Escrow Shares previously released to Buyer in accordance with the Escrow Agreement, shall be released to Seller at 5:00 p.m., Eastern Time, on the twelve-month anniversary of the Closing Date (the period of time from the Closing Date through and including such termination date is referred to herein as applicable, in the aggregate“Escrow Period”); provided, however, that: that the Escrow Period shall not terminate with respect to any Escrow Shares (Athe “Remaining Escrow Shares”) that are subject to any claim that is pending against the Escrow Shares as of such date and time and, solely with respect to all such claims, the Escrow Period shall be extended until such date and time as all such claims are resolved or finally determined in accordance with this Agreement and the Escrow Agreement. (c) The General Cap shall not apply to Losses incurred by any Buyer Indemnitee in connection with any misrepresentation or breach of the Company Fundamental Representations, the Seller Fundamental Representations and the Tax Representations or pursuant to Section 6.02(b)-(f). (d) Notwithstanding anything to the contrary set forth in this Agreement (for purposes the avoidance of claims made by doubt, subject to the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(vGeneral Cap), the maximum aggregate amount of Losses for which Seller shall be liable under Sections 6.02(a)-(e) shall not exceed in the aggregate (i) the Escrow Shares and (ii) THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000). (e) Notwithstanding anything to the contrary set forth in this Agreement, for all Damages suffered by purposes of this Article VI only, (i) whether any misrepresentation or breach of warranty made under Article II or Article III has occurred and (ii) the Acquiror amount of any Losses related to any such misrepresentation or breach shall, in each case, be determined without regard to the Liability Threshold any “materiality,” “material,” “material respects,” or Liability Cap; (B) for purposes other similar unquantified qualification of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard magnitude contained in or otherwise applicable to the Liability Threshold such representation or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranty. (bf) Subject to the limitations set forth in this Agreement, Seller Indemnitees shall be indemnified and held harmless for Losses. Buyer’s maximum aggregate liability to the Seller Indemnitees for any Losses under Section 6.03 (other than with respect to any claim arising from the breach of the Buyer Fundamental Representations) shall not exceed an amount equal to the General Cap. The General Cap shall not apply with respect to breaches of the Buyer Fundamental Representations. Buyer’s liability for Losses incurred by Seller as a result of any failure by Buyer to comply with its disclosure obligations under applicable Laws in connection with the private placement of the Buyer Shares pursuant to this Agreement (“Disclosure Breach”) (which remedies are expressly reserved by Seller) and any breach of Section 4.04 (Capitalization), shall be limited to TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) in the aggregate. Buyer’s maximum aggregate liability to Seller for any and all Losses under Section 6.03 and for any Disclosure Breach shall be limited to SIXTEEN MILLION DOLLARS ($16,000,000) in the aggregate. (g) For purposes of determining the amount of any Losses subject to indemnification under this Article VI, the amount of such Losses will be determined net of the sum of any amounts recovered under insurance policies with respect to such Losses (net of any reasonable out-of-pocket expenses incurred in collecting such amounts) (“Insurance Proceeds”). Each party agrees that it shall, and shall cause the applicable Indemnitees to, Indemnitee will use its or their commercially reasonable efforts to secure payment seek recovery from third parties who may be responsible, in whole or in part, for Losses suffered by such Indemnitee and to make claims under insurance policies available and in existence that provide providing coverage with respect to Losses suffered by such Indemnitee. Each party hereto waives, to the extent permitted under its applicable insurance policies, any Damages subrogation rights that its insurer may have with respect to be indemnifiedany indemnifiable Losses. The amount If any Indemnitee receives any insurance or third party recoveries after the Indemnitor has paid the Indemnitee under any indemnification provision of any Damages recoverable by a party under Section 11.2 shall be reduced by this Agreement in respect of that Loss, the Indemnitee must promptly notify the Indemnitor and pay to the Indemnitor the value of such benefit or the amount of such recovery (less the Indemnitee’s reasonable costs of receiving such recovery or benefit and, in the case of insurance proceeds, any increase in insurance proceeds actually paid premiums resulting from such claim), up to the Indemnified Party or amount paid by the Indemnitee, as applicable, relating Indemnitor to the Indemnitee in respect of such claim. (ch) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALEach party entitled to indemnification must use commercially reasonable efforts to mitigate any Loss for which that party seeks indemnification pursuant to this Agreement, CONSEQUENTIALprovided, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthat nothing in this Section 6.04(h) shall limit any party’s right of indemnification or recovery for any Loss for which indemnification is available under this Agreement.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, (i) the aggregate liability of Thomson Learning for Damages under Section 7.1(a) shall the Seller or the Acquiror not exceed $57,000,000; (ii) Thomson Learning shall not be liable for any Damages pursuant to under Section 11.2(a7.1(a) or 11.2(b), as applicable, unless and until the aggregate amount Damages for which they would otherwise be liable under Section 7.1(a) exceed $3,000,000 (at which point the Sellers shall become liable for the aggregate Damages under Section 7.1(a) in excess of all such $3,000,000); and (iii) no Damages exceeds $100,000 (may be claimed under Section 7.1(a) by the “Liability Threshold”), in which case the Seller Buyers or the Acquiror, as applicable, shall be liable for all such included in calculating the aggregate Damages set forth in clause (ii) above other than Damages in excess of the Liability Threshold, and then not for $75,000 resulting from any Damages in excess single claim or aggregated claims arising out of the then applicable Liability Cap for same or substantially similar facts, events or circumstances; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Section 2.1, 2.2 or 2.3 with respect to which Thomson Learning's cumulative obligation shall in no event exceed the Purchase Price. For purposes solely of this Article VII, all claims made under such Section 11.2(arepresentations and warranties of the Sellers in Article II (other than Sections 2.6(a) or 11.2(band 2.7(a), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by construed as if the Acquiror without regard term "material" and any reference to the Liability Threshold or Liability Cap; "Business Material Adverse Effect" (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees Notwithstanding anything to the contrary herein, (i) the aggregate liability of SkillSoft PLC for Damages under Section 7.2(a) shall not exceed $57,000,000; (ii) SkillSoft PLC shall not be liable under Section 7.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 7.2(a) exceed $3,000,000 (at which point SkillSoft PLC shall become liable for the aggregate Damages under Section 7.2(a) in excess of $3,000,000); and (iii) no Damages may be claimed under Section 7.1(a) by the Sellers or shall be included in calculating the aggregate Damages set forth in clause (ii) above other than Damages in excess of $75,000 resulting from any single claim or aggregated claims arising out of the same or substantially similar facts, events or circumstances; provided that it shallthe limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Section 3.1, and shall cause the applicable Indemnitees to3.2, use its 3.6 or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage 3.8. (c) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VII shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any Damages misrepresentation, breach of warranty or failure to be indemnified. perform any covenant or agreement contained in this Agreement. (d) The amount of any Damages recoverable payable under this Article VII by a party under Section 11.2 the Indemnifying Party shall be reduced net of amounts actually recovered by the Indemnified Party under applicable insurance policies. If an Indemnified Party receives any amounts under applicable insurance policies for any Damages subsequent to an indemnification payment by any Indemnifying Party, and provided that the Indemnified Party has collected all sums due from the Indemnifying Party, then the amount of any insurance proceeds actually paid Damages to be recovered by the Indemnified Party or shall be recalculated, taking into account the Indemniteelimitations of this Section 7.5, as applicable, relating if such insurance proceeds had been made prior to collection of any Damages under this Agreement and any excess Damages previously collected after such claimrecalculation shall be repaid to the Indemnifying Party. Each Indemnified Party shall use its commercially reasonable efforts to pursue claims for Damages under its then existing insurance policies. (ce) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYThe Buyers shall not be entitled to make any claim for indemnification with respect to any matter to the extent such matter has been taken into consideration in determining any Purchase Price adjustment or whether any Purchase Price adjustment is made.

Limitations. (a) In no event shall Notwithstanding anything to the Seller or contrary herein, (i) the Acquiror be liable aggregate liability of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for any Damages pursuant to under Section 11.2(a) or 11.2(b6.1(a), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims if resulting from any claim by a person or entity other than the Buyer made prior to the date the Buyer files or should have filed after giving effect to any extensions granted by the Acquiror under Sections 11.2(a)(iiiappropriate governmental agency its financial statements for its fiscal year ending December 31, 2003 with the Securities and Exchange Commission (the "Second Fiscal Year Date"), 11.2(a)(iv) or 11.2(a)(v)shall not exceed the Merger Consideration less $10,000,000 of the Initial Merger Consideration, the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made if resulting from any other claim by the Seller under Section 11.2(b)(iii)Buyer from the Closing Date through the Second Fiscal Year Date, shall not exceed the Acquiror shall be liable for all Damages suffered by Merger Consideration less $20,000,000 of the Seller without regard to the Liability Threshold or Liability Cap; Initial Merger Consideration and (C) for purposes if claimed after the Second Fiscal Year Date shall not exceed the aggregate of claims made by a party due to the other party’s fraud Escrowed Consideration and the Earnout Consideration whether or willful misconductnot previously paid, such party and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be liable under Section 6.1(a) for only that portion of the aggregate Damages for which he would otherwise be liable which exceeds $250,000; provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2 or 2.3. For purposes solely of this Article VI, all Damages suffered by representations and warranties of the Company in Article II (other party without regard than Section 2.35) shall be construed as if the term "material" and any reference to the Liability Threshold or Liability Cap"Company Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (b) Each party agrees that it shallNotwithstanding anything to the contrary herein, and shall cause (i) the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage aggregate liability of the Buyer for Damages under Section 6.2 with respect to any Damages to be indemnified. The amount misrepresentation or breach of any Damages recoverable by a party under Section 11.2 representation or warranty shall be reduced by not exceed the amount of any insurance proceeds actually paid Merger Consideration for which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ would be liable under Section 6.5(a) above if such claim had been a claim brought by the Buyer, and (ii) the Buyer shall be liable under Section 6.2 with respect to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.any

Limitations. (aThe party(ies) In no event making a claim for indemnification under this Article 7 are referred to as the “Indemnified Parties”, and the party(ies) against whom such claim is asserted under this Article 7 are referred to as the “Indemnifying Parties.” The indemnification provided for in Section 7.2(a) and Section 7.2(b) shall be subject to the Seller or the Acquiror following limitations: a. The Indemnifying Parties shall not be liable for required to provide indemnification with respect to any Damages pursuant to Losses under Section 11.2(a7.2(a)(i) or 11.2(bSection 7.2(b)(i), as applicablethe case may be, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), Losses in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess respect of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all indemnification claims made under such Section 11.2(a7.2(a)(i) or 11.2(bSection 7.2(b)(i), as applicable, exceeds $200,000 (the “Basket Amount”), at which point, the Indemnifying Parties shall be required to provide indemnification in respect of the aggregatefull amount of Losses from the first dollar; provided, however, that: that the limitation set forth in this Section 7.3(a) shall not be applicable to claims for Fraud, intentional misrepresentation or willful breach, or claims arising from inaccuracies in or breaches of the Fundamental Representations or IP Representations. b. Notwithstanding anything in this Agreement to the contrary: i. the aggregate amount required to be paid by the Indemnifying Parties to the Indemnified Parties under Section 7.2(a)(i) or Section 7.2(b)(i), as the case may be, shall not exceed $4,042,500 (the “General Representations Cap”); provided, however, that the limitation set forth in this Section 7.3(b)(i) shall not be applicable to claims for Fraud, intentional misrepresentation or willful breach, or claims arising from inaccuracies in or breaches of the Fundamental Representations or the IP Representations; ii. the aggregate amount required to be paid by the Seller Indemnifying Parties to the Parent Indemnified Parties under Section 7.2(a)(i) with respect to the IP Representations, shall not exceed fifty-five percent (55%) of the Final Merger Consideration actually received; provided, however, that the limitation set forth in this Section 7.3(b)(ii) shall not be applicable to claims for Fraud, intentional misrepresentation or willful breach; and iii. the aggregate amount required to be paid by the Seller Indemnifying Parties to the Parent Indemnified Parties (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(ivSection 7.2(a)(i) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard with respect to the Liability Threshold or Liability Cap; Fundamental Representations, and (B) for purposes of claims made under Sections 7.2(a)(ii) through 7.2(a)(viii) (in each case, when such Losses are aggregated with all other Losses recovered by the Seller under Parent Indemnified Parties hereunder) shall not exceed the Final Merger Consideration actually received (the “Purchase Price Cap”); provided, however, that the limitation set forth in this Section 11.2(b)(iii)7.3(b)(iii) shall not be applicable to claims for Fraud, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud intentional misrepresentation or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.breach; and (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage iv. except with respect to any Damages claims for Fraud, intentional misrepresentation or willful breach, the aggregate amount required to be indemnifiedpaid by the Parent Indemnifying Parties to the Company Stockholders under Section 7.2(b)(ii) shall not exceed the Purchase Price Cap; and v. except with respect to claims for Fraud, intentional misrepresentation or willful breach committed by such Equityholder with actual knowledge thereof, the aggregate amount required to be paid by any Equityholder pursuant to this Article 7 shall not exceed the Final Merger Consideration actually received by such Equityholder. c. Following the Closing, this Article 7 shall constitute the sole and exclusive remedy for recovery for Losses from the Indemnifying Parties by the Indemnified Parties for all matters indemnifiable by the Indemnifying Parties pursuant to Section 7.2. The amount Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained in this Section 7.3 or elsewhere in this Agreement shall limit or be construed to limit the rights of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party to make or the Indemniteewith respect to, as applicableor otherwise waive or release, (i) any claims for specific performance or other equitable remedies, (ii) any claims relating to any other agreements contemplated hereby, or (iii) any claims relating to Fraud, intentional misrepresentation or willful breach of such claimperson who committed such Fraud, intentional misrepresentation or willful breach. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALd. Nothing herein shall limit the liability of a Equityholder for any Fraud, CONSEQUENTIALintentional misrepresentation, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYor willful breach or misconduct committed by such Equityholder.

Limitations. Notwithstanding anything set forth herein, following the Closing no party to this Agreement shall be liable to the other under this Article 9 for any Damages until the aggregate amount due to the party being indemnified exceeds an aggregate of One Hundred Fifty Thousand Dollars (aUS$150,000) In (the “Limitation”). If the total amount of such Damages exceeds the Limitation, then the party being indemnified shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (and not merely the portion of such Damages exceeding the Limitation). Except in the case of fraud, intentional misrepresentation or breaches of representations and warranties contained in Section 2.16 and Section 3.1 of this Agreement, in no event shall the Seller Indemnitors be liable to the Purchaser Indemnitees in an amount exceeding, with respect to each Indemnitor, its Pro Rata Share of the Indemnification Escrow Fund. In the case of fraud or intentional misrepresentation or breaches of representations and warranties contained in Section 2.16 and Section 3.1 of this Agreement, in no event shall the Acquiror Indemnitors be liable to the Purchaser Indemnitees in an amount exceeding, with respect to each Indemnitor, its Pro Rata Share of the Aggregate Purchase Price Table of Contents received by such Indemnitor. In the event of a breach of representations or warranties contained in Section 3.1, an Indemnitor shall only be liable for any Damages pursuant to its own breach. For the purpose of this Section 11.2(a) or 11.2(b)9.3 and Section 9.5, as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, a misrepresentation shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) deemed to be intentional or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage fraudulent only with respect to any Damages that Indemnitor who had knowledge of or intent with respect to such misrepresentation. Except in the case of fraud or intentional misrepresentation, in no event shall Purchaser be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid liable to the Indemnified Party or Company Indemnitees after the Indemnitee, as applicable, relating to such claimClosing in an amount exceeding the Indemnification Escrow Fund. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event An Indemnity Claim must be made at or prior to the expiration of the applicable Survival Period set forth in Section 13.1 with respect to such Indemnity Claim; provided, however, that to the extent an Indemnity Claim is made within the applicable Survival Period set forth in Section 13.1, such Indemnity Claim will survive until such Indemnity Claim is resolved pursuant to the provisions of this Article XIII, notwithstanding the expiration of the applicable Survival Period set forth in Section 13.1. Notwithstanding anything to the contrary set forth in this Agreement (but subject to the terms of this Section 13.5(b)), Seller shall the Seller or the Acquiror not be liable for any Damages pursuant to the Buyer Indemnified Parties under Section 11.2(a13.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of Indemnity Claims incurred by all such Damages exceeds Buyer Indemnified Parties, in the aggregate, as a result thereof exceed, in the aggregate, $100,000 300,000 (the “Liability Threshold”"Basket Amount"), in which case Seller shall fully indemnify the applicable Buyer Indemnified Party for the entire amount of all Indemnity Claims incurred by such Buyer Indemnified Party, including, without limitation, the Basket Amount. Notwithstanding the foregoing, the Basket Amount shall not apply to (x) any intentional breach by Seller of any representation or warranty, (y) any material misrepresentation or material breach of, or material omission from, the Fundamental Representations or the AcquirorStatutory Representations, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for or (z) any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) intentional misconduct or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made fraud by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimSeller. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary set forth in this Agreement (but subject to the terms of this Section 13.5(c)), CONSEQUENTIALSeller shall not be liable to the Buyer Indemnified Parties under Section 13.2(a) for any amount in excess of $10,475,000 (the "Cap"). Notwithstanding the foregoing, SPECIAL OR INDIRECT DAMAGESthe Cap shall not apply to (x) any intentional breach by Seller of any representation or warranty, INCLUDING BUSINESS INTERRUPTION(y) any material misrepresentation or material breach of, LOSS OF FUTURE REVENUEor material omission from, DIMINUTION IN VALUEthe Fundamental Representations or the Statutory Representations, PROFITS OR INCOMEor (z) any intentional misconduct or fraud by Seller. Without prejudice to the other limitations set forth in this Agreement, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSeller's maximum liability hereunder shall not exceed an amount equal to the Purchase Price, except with respect to the matters described in clauses (x) and (z) of the immediately preceding sentence. No Buyer Indemnified Party or Seller Indemnified Party will be entitled to indemnification hereunder for lost profits or any punitive, consequential, exemplary, special or similar damages, provided, however, that this provision shall not limit an indemnified party's right to indemnification hereunder to recover Indemnity Claims that arise as the result of a third-party claim against the indemnified party for lost profits or punitive, consequential, exemplary, special or similar damages. (e) Solely for purposes of determining the amount of Indemnity Claims under this Article XIII (but not whether a breach of a representation and warranty has occurred), the representations and warranties of Seller (other than the Fundamental Representations and the Statutory Representations) shall not be deemed qualified by any references to "material," "materiality," "in all material respects," or "material adverse effect". (f) Seller acknowledges that Buyer is an agency of the State of Texas and under the laws of the State of Texas possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the laws of the State of Texas.

Limitations. (a) In no Subject to Section 9.04(c), (i) Seller shall not be required to make any indemnification payment pursuant to Section 9.02(a) or 9.02(b) until such time as the aggregate amount of Damages incurred by the Purchaser Indemnified Parties and (subject to clause (ii) of this paragraph (a)) indemnifiable hereunder exceeds an amount equal to $210,000 (the “Deductible”) (it being understood that if the total amount of such Damages exceeds the Deductible, then the Purchaser Indemnified Parties shall be entitled to be indemnified against and compensated and reimbursed only for such Damages that are in excess of the Deductible), and (ii) the Purchaser Indemnified Parties shall not be entitled to indemnification for any claim pursuant to Section 9.02(a) or 9.02(b) unless the total amount of all Damages relating to such individual claim or series of related claims arising out of the same or substantially similar facts and circumstances is at least $5,000 (for purposes of clarity, in the event any indemnifiable damages arising from such particular facts or circumstances equal or exceed $5,000, the Purchaser Indemnified Parties shall be entitled to indemnification for the full amount of such Damages (subject to clause (i) of this paragraph (a)) arising from such claim. (b) Subject to Section 9.04(c), the maximum liability of Seller under Sections 9.02(a) and 9.02(b) shall be equal to $2,200,000. (c) The limitations set forth in Section 9.04(a) and 9.04(b) shall not apply to any claim for indemnification made pursuant to Section 9.02(a) or 9.02(b), in each case, to the extent such claim arises from or is a result of (i) any breach of a Seller Fundamental Representation or (ii) any fraud or intentional breach by Seller or any of its Representatives (regardless of whether such actions have been authorized) of any representation or warranty made by Seller in this Agreement. (d) Notwithstanding anything to the Acquiror be liable contrary contained in this Agreement, absent fraud or intentional misrepresentation, Seller shall not have any liability for any Damages pursuant to Section 11.2(a9.02(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages 9.02(b) in excess of the Liability Threshold, and then not for amounts actually received by Seller from Purchaser pursuant to this Agreement. (e) The amount of any Damages in excess for which indemnification is provided for under this Agreement shall be reduced by any insurance proceeds or other amounts actually recovered (net of all deductibles, co-payments, retro-premium obligations and premium increases attributable thereto and all costs of collection of any such insurance proceeds) by the then applicable Liability Cap for Indemnified Party with respect to such Damages. To the extent such proceeds or amounts are recovered or realized after an Indemnifying Party makes an indemnification payment hereunder with respect to such Damages, the Indemnified Party shall promptly remit such amounts to the Indemnifying Party. Each Indemnified Party shall use commercially reasonable efforts to mitigate all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateDamages; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller that no Indemnified Party shall be liable required to make or pursue any claims for all insurance and/or other payments available from third parties with respect to Damages suffered by for which it seeks indemnification hereunder. (f) Except in the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes case of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconductor intentional misrepresentation, such party shall be liable for the indemnification provisions contained in this Article 9 are intended to provide the sole and exclusive remedy following the Closing as to all Damages suffered by any Indemnified Party may incur arising from or relating to this Agreement or the Transactions (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 party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage equitable remedies with respect to any Damages the covenants referred to in this Agreement or to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by performed after the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimClosing. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.