Common use of Limitations Clause in Contracts

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.

Limitations. Absent fraud or intentional misrepresentation(a) Notwithstanding anything to the contrary in this Article VII, after in no event shall the Closingliability of Seller for Damages, whether pursuant to indemnification of the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable Purchaser Indemnities pursuant to Section 9.1(a7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) shall not exceed $5,000,000 (of the “Cap”)Purchase Price; provided, however, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Target Indemnitors Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for 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 Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) 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 9.1(a7.3 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) (iit being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for Losses breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any intentional breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount Purchaser of any 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 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 covenant or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in themobligation.

Limitations. Absent fraud (a) Neither Transferor nor Transferee shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or intentional misrepresentationwarranty 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, after at which time the Closing, applicable Indemnified Parties shall be entitled to recover the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”)all Damages in excess of such threshold; provided, however, that the Target Indemnitors aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity under this Article VII 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 more claims reasonably related in subject matter or arising out 10% of the same facts or circumstances shall be combined for purposes of determining whether Purchase Price. Notwithstanding anything in the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) foregoing to the extent in excess of contrary, the Basket, but not exceeding the Cap. The limitations in contemplated by this Section 9.5 7.4(a) shall not apply to any claims for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach by Target of the representations any Fundamental Representation or representation or warranty of Transferor 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 limitations contained herein3.11; provided, however, that this Section 9.5 in no way limits any party’s rights the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to applicable equitable remedies. For the avoidance breach of doubt, the limitations contained in this Section 9.5 Fundamental Representations shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of exceed the amount of any 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 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. Purchase Price. (b) 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 amount of Losses resulting therefromDamages, all qualifications or exceptions therein relating with respect to or referring any asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to the terms any qualifier as to “material”, ,” “materiality”, “in all material respects”, “” or Material Adverse Effect” or any similar term or phrase shall be disregarded, it being Effect expressly contained in Article III (except in the understanding case of the parties term Material Contract); provided that for purposes of determining liability under this Section 9.1, 7.4(b) shall not so modify the representations and warranties for purposes of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themfirst determining whether a breach of any representation or warranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2.

Limitations. Absent fraud Notwithstanding anything to the contrary contained herein or intentional misrepresentationunder any applicable law: (a) No Acquiror Indemnified Person may recover any amounts in respect of any claim for indemnification that is made pursuant to this Agreement and does not involve: (i) a Fundamental Representation or (ii) Fraud, after the Closing(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 indemnifiable Losses for which the Target Indemnitors shall Damages that may be liable pursuant to Section 9.1(a) shall not exceed claimed exceeds US $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 50,000 (the “Threshold”), and once the Threshold has been reached, the Acquiror Indemnified Person may make claims for indemnification and may receive amounts for all Damages (including the amount of the Threshold) pursuant to the terms herein. (b) The total and aggregate indemnification under this Agreement and applicable law shall be limited to (A) the aggregate amount of cash the Seller actually received pursuant to Section 2.2 hereof with respect to (i) breaches of the Fundamental Representations; (ii) breaches of the Company’s and/or Seller’s covenants under this Agreement, and (B) an aggregate amount of A$1,500,000 for breach of the representation and warranties set forth in Section 3.8 (Intellectual Property), otherwise the total and aggregate indemnification under this Agreement and/or applicable law shall be limited to the aggregate amount A $900,000. In the case of Fraud, such Liability for Damages shall be unlimited with respect to Seller. Nothing shall prevent or restrict the Acquiror Indemnified Person from seeking (A) injunctive or other equitable relief to enjoin the breach, or threatened breach, of any provision of this Agreement or any Transaction Document, (B) specific performance of the provisions of this Agreement or any Transaction Document, and (C) declaratory relief with respect to this Agreement or any Transaction Document. In any event and notwithstanding anything to the contrary herein or under any applicable law or agreement, will the aggregate liability of the Seller under this Agreement exceed the aggregate amount of cash the Seller actually received pursuant to Section 2.2 hereof. (c) Damages shall be calculated net of actual recoveries under existing insurance policies (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 two (2) or more 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 Damages in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount failure of any 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 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 to be true and correct as of Section 9.1any particular date or the breach of or default in connection with any covenant or agreement, and for purposes of determining the amount of Losses resulting therefrom, all qualifications any knowledge materiality or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse EffectChange standard or qualification, or standard or qualification that a matter be or not be “reasonably expected” or any similar term “reasonably likely” to occur, contained in or phrase otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded, it being ; provided that such standard or qualification shall not be disregarded for the understanding purposes of the parties that for purposes initial determination of determining liability under Section 9.1whether 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 representations Company or any other Acquiror Indemnified Person with respect to any Damages claimed by any Acquiror Indemnified Person, the rights and warranties remedies of the parties contained Acquiror Indemnified Persons after the Closing shall not be limited by any investigation made, disclosure received, or knowledge obtained, by or on behalf of any Acquiror Indemnified Person prior to the Closing regarding any failure, breach or other event or circumstance or (B) any waiver of any condition to the Closing related thereto and (iii) if an Acquiror Indemnified Person’s claim under this Article 11 may be properly characterized in multiple ways in accordance with this Agreement 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 be read as if have the right to characterize such terms and phrases were not included indemnifiable matter in thema manner that maximizes the recovery permitted in accordance with this Article 11.

Limitations. Absent fraud or intentional misrepresentation(a) In the case of any General Representation Claim, after the Closingeach 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 amount of indemnifiable Losses liability for which the Target Indemnitors 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 9.1(a8.2(a), (B) shall not exceed $5,000,000 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, “CapSpecial Matters”); provided, howevereach 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 Target Indemnitors aggregate liability for the Indemnifying Parties for all Claims for Special Matters shall not be liable 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 “actually received” for this Section 10.3(c)) by the Indemnifying Parties pursuant to Section 9.1(aSections 2.3(c) and (id). (d) Notwithstanding anything herein to the contrary, there shall be no maximum liability for Losses 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 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 more claims reasonably related General Representation Claims unless and until Damages 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”), and (ii) until the aggregate amount of under all Losses (not including any Disregarded Losses) exceeds Claims that have been incurred, paid or properly accrued exceed $500,000 450,000 (the “Basket”), in which event case the Parent Indemnitees Indemnified Parties may recover all Damages, including the amount of the Basket. 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, Material Adverse Effect or similar qualification limiting the scope of such representation or warranty shall be entitled disregarded. (f) Notwithstanding anything herein to recover the contrary, for 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 Losses Damages (other than Disregarded Losses) after giving effect to any deductible or retention or increase in premium associated therewith to the extent in excess paid or payable and net of the Basketany costs, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target Taxes and expenses of the representations set forth in Section 3.4(arecovery or collection thereof). 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 limitations contained herein; provided, however, that this none of the Indemnified Parties shall have any obligation to (i) seek recovery against any insurance policies (other than the Tail Policy), or (ii) obtain insurance coverage or other third-party protection with respect to any particular matter (other than the maintenance of the Tail Policy as provided in Section 9.5 in no way limits 5.17). (g) No Indemnified Party shall be entitled to double recovery for any party’s rights indemnifiable Damages even though such Damages may be recoverable under more than one provision of Section 10.2. (h) Notwithstanding anything to applicable equitable remedies. For the avoidance of doubt, the limitations contrary contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant Agreement, under no circumstances will any Indemnified Party be entitled to Section 9.2. The computation of the amount of any 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 recover punitive damages under this Article 10 (except to the Loss and extent such punitive damages are awarded to a third party or in 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 case of determining whether there has been any intentional misrepresentation or breach of a representation willful breach). (i) The rights to indemnification, compensation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 reimbursement set forth in this Agreement shall not be read as if such terms affected by any investigation conducted by any Indemnified Party, or any knowledge acquired (or capable of being acquired) at any time (whether before or after the Agreement Date or the Closing Date), with respect to the accuracy or inaccuracy of, or compliance with, any representation, warranty, covenant, agreement or obligation or the existence of facts and phrases were not included in themcircumstances that provide the basis for a Claim hereunder.

Limitations. Absent fraud Notwithstanding anything to the contrary set forth ----------- in this Agreement or intentional misrepresentation, after the Closingotherwise, the aggregate 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 indemnifiable the Claimant's Losses for which exceeds Seven Hundred Fifty Thousand Dollars ($750,000) in the Target Indemnitors aggregate (the "Deductible"), and then indemnification shall be liable pursuant required to Section 9.1(abe made to the extent of all such Losses. (b) No indemnification shall not exceed 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 5,000,000). (the “Cap”); provided, however, that the Target Indemnitors c) The indemnification obligation of an Indemnifying Party shall not be liable pursuant reduced so as to Section 9.1(a) give effect to any (i) for Losses net reduction in respect of federal, state, local or foreign income or franchise tax liability realized at any single breach if time by the amount of such Losses does not exceed a $20,000 minimum value per claim (Claimant in connection with the “Threshold”), it being understood that satisfaction by the amount of two (2) or more 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 Indemnifying Party of a breach Claim with respect to which do not meet the Threshold being “Disregarded Losses”)indemnification is sought hereunder, and (ii) until the aggregate available insurance proceeds and (iii) amount of all the Claimant's Losses that are subsequently recovered by the Claimant pursuant to a settlement or otherwise. (d) In no event shall the 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 Disregarded Lossespublic offering or damages based on a multiple of earnings formula. (e) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees Neither party hereto shall be entitled to recover Losses with respect to any matter (including any breach of this Agreement by the other party) which was disclosed to such Losses (other than Disregarded Losses) party in writing at or prior to the extent in excess of the BasketClosing Date and waived pursuant to Section 7.2 or Section 8.2 hereof, but not exceeding the Capas applicable. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, -------------------------- (f) From and after the ClosingClosing Date, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 12 shall not apply constitute the sole and exclusive remedies of ---------- the parties hereunder and shall supersede and displace all other rights that either party may have under Law. (g) Each of the Triton Entities and Purchaser hereby waives compliance by Purchaser and the Triton Entities with the bulk sales Law and any similar Laws in any applicable jurisdiction in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 Loss and the tax costs, if any, that result from any indemnification payment under transactions contemplated by this Agreement. All indemnification payments under The Triton Entities shall indemnify Purchaser from, and hold Purchaser harmless against, any Losses resulting from or arising out of (i) the parties' failure to comply with any such Laws in respect of the transactions contemplated by this Agreement shall, except and (ii) any action brought or levy made as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment a result thereof without regard 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 provisions of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in them.12.5. ------------

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors The Company shall not be liable to any of the Purchaser Indemnified Parties for any Losses pursuant to Section 9.1(a7.2(a) (i) for Losses in other than with respect of to 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 more claims reasonably related in subject matter or Loss arising out of the same facts or circumstances shall 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 combined for purposes of determining whether liable exceeds an amount equal to $17,821,000 (the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded LossesDeductible”), and then only for Losses in excess of the Deductible. (iib) until The Company shall not be liable to any of the aggregate amount Purchaser Indemnified Parties pursuant to Section 7.2(a) for any individual Loss (or series of all related Losses arising from a common set of facts), unless such individual Loss (not including any Disregarded Lossesor series of related Losses arising from a common set of facts) exceeds $500,000 250,000 (the “Mini-Basket”), in which event the Parent Indemnitees shall be entitled to recover and any such individual Losses (other than Disregarded Lossesor series of related Losses arising from a common set of facts) to the extent not in excess of the Basket, but Mini-Basket will not exceeding be aggregated for purposes of calculating the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth Deductible in Section 3.4(a7.4(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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. 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 limitations 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 Company’s aggregate obligation or liability to any of the 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 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 9.5 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 apply in respect be liable to any of claims for indemnification made the Purchaser Indemnified Parties pursuant to Section 9.2. The computation 7.2(a) for 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), the first sentence of Schedule B15(d), the second clause of the amount third sentence of any Loss shall be done on an after-tax basis that takes into account the tax benefitsB15(d) (beginning with “. . . no such Tax exemption . . .”) and Schedules B15(e), if any, that result from the Loss B15(f) and the event giving rise B15(g)) except to the Loss and the tax costs, if any, extent 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 such Taxes are allocable to the Merger Consideration provided to the RPS Securityholdersa Pre-Closing Tax Period. 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 amount of Losses resulting therefromTaxes allocable to any Pre-Closing Tax Period, 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 Straddle Period shall be disregardedconsidered to consist of two taxable years or periods, it being one which ended at the understanding close of the parties Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (g) Each Indemnified Party shall use its reasonable best efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would 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 implement such reasonable actions as the Indemnifying Party shall request in writing for the purposes of determining liability under mitigating the possible Losses arising therefrom. Notwithstanding the foregoing, this Section 9.1, the 7.4(f) shall not apply with respect to any Losses arising out of any inaccuracy in or breach of any representations and warranties of the parties contained set forth in this Agreement shall be read as if such terms and phrases were not included in themSchedule B15 (Tax Matters).

Limitations. Absent fraud The Indemnifying Party’s liability for all claims for indemnifiable Losses made under Section 7.2(a)(i) (each a “Claim”) shall be subject to the following limitations: (x) the Indemnifying Party shall have no liability for any individual Claim until the amount of the Loss finally determined to have been incurred or intentional misrepresentationpaid equals or exceeds $50,000 (each, after a “Qualified Loss”), and (y) the Closing, Indemnifying Party shall have no liability for any Claims until the aggregate amount of indemnifiable the Qualified Losses for finally determined to have been incurred or paid shall exceed [***] ([***]) of the Purchase Price, in which case the Target Indemnitors Indemnifying Party shall be liable pursuant to Section 9.1(afor all Qualified Losses, and (z) the Indemnifying Party’s aggregate liability for all such Losses shall not exceed $5,000,000 [***] ([***]) of the Purchase Price. None of the 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 Section 3.1 (Organization, Qualification and Power), 3.2 (Authorization of Transaction), 3.5 (Title to Assets) or 3.14 (Taxes) (collectively, the “CapFundamental Representations”); provided, however, that the Target Indemnitors Indemnifying Party’s aggregate liability for all such Losses resulting from a breach of any of the Fundamental Representations shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect exceed the Purchase Price, inclusive 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 more claims reasonably related in subject matter or arising other amounts actually paid 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinVII; provided, howeverfurther, for the sake of clarity, 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 pursuant to Section 9.2. The computation of the amount of any 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 extent Buyer is an Indemnified Party, Buyer may only obtain recovery for a Loss and from a Claim against either Seller or Vivus Real Estate, but not both, as 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themIndemnifying Party.

Limitations. Absent fraud Notwithstanding anything to the contrary in this Agreement or intentional misrepresentation, after in any of the Closing, Transaction Documents: (a) Lockheed ▇▇▇▇▇▇ shall have liability to the aggregate amount Company Indemnified Parties with respect to breaches of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant representations and warranties described in Section 11.02(a)(i)(1) to Section 9.1(a) shall not exceed $5,000,000 the extent (and only to the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(aextent) (i) for Losses in respect the aggregate Damages of any single breach if the amount of such Losses does not all Company Indemnified Parties (taken as a whole) shall exceed a $20,000 minimum value per claim 8,000,000 (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances such $8,000,000 shall be combined a deductible amount and shall not be recoverable by the Company Indemnified Parties) and (ii) such matters were the subject of a written notice given by the Indemnified Party pursuant to Section 11.03(a) within the period following the Closing Date specified for each respective matter in Section 11.01. In addition, Lockheed ▇▇▇▇▇▇ will not be responsible for making any payments with respect to Damages for any individual items relating to the representations and warranties described in Section 11.02(a)(i)(1) where Damages relating thereto are less than $25,000 (or, in the case of representations and warranties that include materiality, Material Adverse Effect or similar qualifications, $1,000,000) and such items shall not be aggregated for purposes of determining whether Damages incurred by Company Indemnified Parties exceed the Threshold has been met deductible amount set forth in clause (i) above. (b) Boeing shall have liability to the Company Indemnified Parties with respect to breaches of the representations and warranties described in Section 11.02(b)(i)(1) to the extent (and only to the extent) (i) the aggregate Damages of all Company Indemnified Parties (taken as a whole) shall exceed $8,000,000 (it being understood that such $8,000,000 shall be a deductible amount and shall not be recoverable by the Company Indemnified Parties) and (ii) such matters were the subject of a written notice given by the Indemnified Party pursuant to Section 11.03(a) within the period following the Closing Date specified for each respective matter in Section 11.01. In addition, Boeing will not be responsible for making any Losses payments with respect to Damages for any individual items relating to the representations and warranties described in Section 11.02(b)(i)(1) where Damages relating thereto are less than $25,000 (or, in the case of representations and warranties that include materiality, Material Adverse Effect or similar qualifications, $1,000,000) and such items shall not be aggregated for purposes of determining whether Damages incurred by Company Indemnified Parties exceed the deductible amount set forth in clause (i) above. (c) If and to the extent the Company shall assert a claim for indemnification against Lockheed ▇▇▇▇▇▇ pursuant to Sections 11.02(a)(i)(1) (in respect of a breach which do not meet the Threshold being “Disregarded Losses”of a covenant or agreement), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”11.02(a)(i)(2), in which event 11.02(a)(i)(3) or 11.02(a)(ii) for any matter, the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 Company shall not apply be required first to any breach by Target of the 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 seek indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 11.02(a)(i)(1) in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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, arising from such matter. If and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”extent the Company shall assert a claim for indemnification against Boeing pursuant to Sections 11.02(b)(i)(1) (in respect of a breach of a covenant or agreement), “materiality”11.02(b)(i)(2), “11.02(b)(i)(3) or 11.02(b)(ii) for any matter, the Company shall not be required first to seek indemnification pursuant to Section 11.02(b)(i)(1) in all material respects”respect of any breach of a representation or warranty arising from such matter. (d) Notwithstanding anything to the contrary contained herein, “Material Adverse Effect” or any similar term or phrase although a Party may be entitled to make a claim for indemnification pursuant to more than one provision of this Article XI, no Party shall be disregarded, it being entitled to recover indemnification for the understanding same claim under more than one provision 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 terms and phrases were not included in themArticle XI.

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 (the “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 they exceed the Hurdle Rate, 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 or intentional misrepresentationfraud, after the Closing, the aggregate amount of indemnifiable Losses damages for which the Target Indemnitors Seller Companies and Parent shall be jointly and severally liable pursuant with respect to breaches of the representations and warranties made by Seller Companies and Parent in Section 9.1(a2 (other than the Fundamental Representations and Warranties or for knowing or intentional misrepresentations or breaches of covenants and agreements) shall not exceed $5,000,000 (the “Cap”); provided, however, that Purchase Price. 8.2.3 In the Target Indemnitors shall not be liable event the transactions contemplated pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if this Agreement and the amount of such Losses does agreements, documents and transactions contemplated hereby and thereby are not exceed consummated as a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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 result of a breach which do not meet hereunder by Purchaser, the Threshold being “Disregarded Losses”), and (ii) until the maximum aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in indemnifiable damages for which event the Parent Indemnitees Purchaser shall be entitled liable for hereunder shall equal the Purchase Price. The Parties agree that such amount is a fair estimate of the maximum amount of Seller Companies’ and Parent’s potential damages and hereby agree not to recover such Losses (other than Disregarded Losses) to the extent assert any Claim in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after such amount. 8.2.4 After the Closing, the Parent Indemnitees’ exclusive right sole remedy of any party hereto with respect to monetary damages shall be solely for indemnification Claims pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance 8 of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms 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 Section 7.7 (Confidentiality), Section 7.8 (Public Announcements), and phrases were not included in themSection 7.9 (Non-Competition).

Limitations. Absent fraud or intentional misrepresentationNotwithstanding any other provision in this Article X, after Parent will be entitled to indemnification only to the Closing, extent that the aggregate amount of indemnifiable Losses for Indemnifiable Amounts (which the Target Indemnitors shall be liable pursuant determined for all purposes of this Article X disregarding any qualification in any representation or warranty as to Section 9.1(a"materially" or "material") shall not exceed Fifty Thousand Dollars ($5,000,000 50,000) (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a"THRESHOLD AMOUNT") (i) for Losses in respect of any single breach if PROVIDED THAT at such time as 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 more claims reasonably related in subject matter or arising out of the same facts or circumstances shall to which Parent is entitled to be combined for purposes of determining whether indemnified exceeds the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”)Amount, and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent be indemnified only in excess of the Basket, but not exceeding the CapThreshold Amount. The limitations in this Section 9.5 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 the liability of any single stockholder of HT for indemnification obligations after the termination of the Escrow Agreement shall be further limited to such stockholder's PRO RATA share of any Indemnifiable Amounts based on the number of Parent Merger Shares received by such stockholder relative to the aggregate number of Parent Merger Shares; PROVIDED, HOWEVER, that there will be no limitation on the obligations of any person for Indemnifiable Amounts arising out of criminal activity or fraud or willful misstatements or omissions by HT or such person and that the Threshold Amount shall not apply to breaches of representation of any breach by Target Letter of Transmittal or Article IV (a) and (b). Parent may seek indemnification hereunder after the termination of the representations set forth Escrow during the period as described 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them10.5.

Limitations. Absent fraud No claim for any Damages asserted under Section 7.2(b)(i)(1) and Section 7.2(c)(i)(1) with respect to an inaccuracy in or intentional misrepresentation, after the Closing, breach of any representation or warranty shall be made by a Parent Indemnified Person or Target Indemnified Person until the aggregate amount of indemnifiable Losses for all Damages with respect to such claims exceeds One Hundred Thousand Dollars ($100,000) (the “Limitation”), in which the event such Parent Indemnified Person or Target Indemnitors Indemnified Person shall be liable pursuant permitted to make claims under this ARTICLE VII for Damages regardless of the Limitation. Subject to the last two sentences of this Section 9.1(a) 7.2(d), the Indemnifying Parties shall not exceed $5,000,000 be liable for Damages in excess of the Escrow Fund, in the case of Target, or one hundred thousand (100,000) shares of Parent Common Stock, in the case of Parent or Merger Sub (the “Cap”); provided, however, that . The Limitation and the Target Indemnitors Cap shall not be liable pursuant apply to Section 9.1(a(1) (i) for Losses in respect any claims related to an inaccuracy or breach of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”)Fundamental Representation, it being understood that the amount of two (2) or more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses make a claim against a Target Holder (other than Disregarded Lossesafter Parent has first exhausted its available remedies against the Escrow Fund) only up to the extent 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 excess 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 BasketParties in connection with any claim, but not exceeding the Cap. The limitations in cause of action, suit, injunction, judgment, decree, settlement, litigation, investigation or proceeding arising out of this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinAgreement; provided, however, that this Section 9.5 in no way limits nothing herein is intended to waive or bar any party’s equitable remedies of a Party or to limit the 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 pursuant to Section 9.2. The computation of the amount of any 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 Party against any Person with respect to the 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 fraud 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themPerson.

Limitations. Absent (a) The Earnout Amount shall be available to compensate Buyer for any 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 2.3(c). (b) Notwithstanding anything to the contrary herein, in the event of a breach of any representation or warranty (a “Breach”), except in the event of fraud or intentional misrepresentationwillful misconduct with respect to such Breach, after the Closing, (i) the aggregate amount liability of indemnifiable Losses Seller for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) Damages under this Article VII shall not exceed Two Million Dollars ($5,000,000 2,000,000) (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 more 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 LossesCap 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 aggregate total amount of all Losses Damages (not including the Damages arising from such Breach and all other Damages arising from any Disregarded Lossesother 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 ($500,000 40,000) in the aggregate (the “BasketFloor Amount”). If the total amount of such Damages exceeds the Floor Amount) in the aggregate, in which event the Parent Indemnitees then Buyer shall be entitled to recover be indemnified against and compensated and reimbursed for the entire amount of such Losses Damages (other than Disregarded Losses) including the Floor Amount), up to the extent in excess of the Basket, but not exceeding the CapCap Amount. The limitations in this Section 9.5 shall not apply Any qualifications or exceptions relating to materiality with respect to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages warranties shall be solely disregarded for indemnification the purpose of determining the amount that an Indemnified Person shall be entitled to pursuant to this Article IX and subject VII with respect to such representation or warranty. (c) Notwithstanding anything to the applicable limitations contained contrary herein; provided, howeverexcept in the event of fraud or willful misconduct with respect to the breach of any representation or warranty, that (i) the aggregate liability of Buyer for Damages under 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 Article VII shall not apply in respect of claims for indemnification made pursuant exceed the Cap Amount, and (ii) Buyer shall not be required to Section 9.2. The computation of the amount of any 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 Loss and the tax costs, if any, that result from make any indemnification payment under this Agreementpursuant 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. All indemnification payments under this Agreement shallIf the total amount of such Damages exceeds the Floor Amount in the aggregate, except as otherwise required by Federal income tax lawthen Seller shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages (including the Floor Amount), be treated for Federal income tax purposes as an adjustment up to the Merger Consideration provided Cap Amount. Any qualifications or exceptions relating to materiality with respect to any representations or warranties shall be disregarded for 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 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. (d) Except with respect to claims based on fraud or willful misconduct, the rights of Losses the Indemnified Persons under this Article VII shall be the exclusive remedy of the Indemnified Persons with respect to claims resulting therefrom, all qualifications from or exceptions therein relating to any misrepresentations, breach of warranty or referring failure to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or perform 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 covenant contained in this Agreement shall be read as if such terms and phrases were not included in themAgreement.

Limitations. Absent (a) Notwithstanding any other provisions of this Agreement to the contrary, no claim may be made by any Parent Indemnified Party for indemnification for any Warranty Breach (other than a claim arising from any breach or inaccuracy of any of the Fundamental Representations, fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 more 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”), unless and (ii) until the aggregate amount of all Losses (not including any Disregarded Lossesfor which the Indemnified Parties seek to be indemnified pursuant to Section 10.2(a) exceeds Twenty Thousand Dollars ($500,000 (the “Basket”20,000), in at which event time the Parent Indemnitees Indemnified Parties shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 indemnification for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of Losses that exceeds such amount. Notwithstanding any 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 other provision of this Agreement to the Loss and the tax costscontrary, 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 Support Agreement Securityholders’ liability to the Parent Indemnified Parties and whether the foregoing threshold has been exceeded, Losses shall be deemed not to include a Loss or Losses from any individual claim or series of related claims for indemnification in an amount of Losses resulting therefromless than Five Thousand Dollars ($5,000) (other than a claim arising from any breach or inaccuracy of any of the Fundamental Representations, all qualifications fraud or exceptions therein relating intentional misrepresentation). (b) Notwithstanding any other provisions of this Agreement to contrary, except for (i) breaches of the Fundamental Representations, (ii) fraud, or referring (iii) intentional misrepresentation, the aggregate amount for which the Support Agreement Securityholders shall be liable to the terms “material”Parent Indemnified Parties for all Losses for Warranty Breaches shall not exceed twenty-five percent (25%) of the Net Closing Date Consideration; provided, “materiality”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 all material respects”this Agreement, “Material Adverse Effect” the Support Agreement Securityholders shall not have any liability to any Parent Indemnified Party if any Tax attributes of the Company or any similar term Subsidiary (including, but not limited to, net operating loss carryovers, capital loss carryovers, adjusted basis or phrase 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 disregardedresponsible and liable for any Losses or other amounts under this Agreement that are consequential, it being in the understanding nature of lost profits, diminution in value, damage to reputation or the parties that like, special or punitive or otherwise not actual Losses. Parent shall (and shall cause the Company and any Subsidiary to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Losses for purposes which indemnification is provided to any Parent Indemnified Party. The amount of determining liability any Losses for which indemnification is provided under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies. (e) Any Support Agreement Securityholder that elected to receive Stock Consideration may, in his sole discretion, satisfy 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, the “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, the 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 if provided above (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock since the beginning of such terms and phrases were not included in themten (10) day period), multiplied by the number of such shares of Parent Common Stock delivered to Parent to satisfy the indemnification claim.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the 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: (i) The maximum aggregate amount of indemnifiable Losses for which under Article X arising out of or resulting from the Target Indemnitors causes that may be recovered from Sellers shall be liable 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 will the limitations set forth in this Section 10.1(d)(i) apply with respect to any breach of any representation, warranty, or covenant or obligation pursuant to Section 9.1(a3.3 (Interests) shall not exceed $5,000,000 and Section 3A.4 (the “Cap”Interests); provided, however, that the Target Indemnitors no Seller shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such idemnifiable Losses does not exceed a $20,000 minimum value per claim (exceeding, on an aggregate basis, the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out portion 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”), and Purchase Price received by such Seller; (ii) No party shall be entitled to any recovery unless and until the aggregate amount total of all Losses (not including any Disregarded Losses) claims brought by such party for indemnity or damages pursuant to this Section 10.1 exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees and such party then shall be entitled to recover only the amount by which such Losses (other than Disregarded Lossesclaims for indemnity or damages exceed $500,000; provided that, notwithstanding anything in this Section 10.1(d) to the extent contrary, in excess of no event will the Basket, but not exceeding the Cap. The limitations set forth in this Section 9.5 shall not 10.1(d)(ii) apply (x) in the event of fraud, willful misconduct or bad faith, (y) with respect to any breach by Target of the representations set forth in any representation, warranty or covenant or obligation pursuant to Section 3.4(a3.3 (Interests) and Section 3A.4 (Interests). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right and (z) with respect to monetary damages shall be solely any claim for indemnification pursuant to Section 10.1(a)(iv), (v), (vi), or (vii); and (iii) The remedies set forth in this Article IX X and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss Sections 2.7 and 2.8 and the event giving rise to specific performance remedy referenced in Section 11.18 shall provide the Loss sole and the tax costs, if any, that result exclusive remedies arising 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.

Limitations. Absent fraud (a) 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 record owner of 20% or intentional misrepresentation, after more of the Closingoutstanding shares of Common Stock. (b) Notwithstanding anything in this Agreement to the contrary, the aggregate amount sum of indemnifiable Losses for which the Target Indemnitors shall be liable Class B Exchangeable Units exchanged pursuant to Section 9.1(a) 2.1 during any fiscal year of the Company shall not exceed $5,000,000 25% of the total interests in the Company’s capital or profits. (c) Notwithstanding anything in this Agreement to the “Cap”)contrary, the Company may, in lieu of exchanging Reciprocate Common Stock in accordance with this Article II, elect 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, however, provided that the Target Indemnitors 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, an Exchanging Member shall not be liable pursuant entitled to Section 9.1(a) exchange Class B Exchangeable Units, and the Company shall have the right to refuse to honor any request for exchange of any Class B Exchangeable Units, if such exchange would (i) for Losses in respect of be prohibited under 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) applicable law or more claims reasonably related in subject matter regulation 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”), and (ii) until cause the aggregate amount Company to be classified as a “publicly traded partnership” as such term is defined in Section 7704 of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”)Internal Revenue Code and the regulations Table of Contents promulgated thereunder, in which event each case as reasonably determined by the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss Exchanging Members and the event giving rise to the 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themCompany.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable (a) The Purchaser Indemnified Parties shall not be entitled to recover for any Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a7.2(a) shall not exceed hereunder, unless (i) each of such Losses exceeds Fifty Thousand Dollars ($5,000,000 50,000) (the “CapMinimum Amount”); 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 more 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”), and (ii) until all such Losses (excluding Losses individually less than the Minimum Amount) in the aggregate amount of all Losses exceed Six Million Seven Hundred Fifty Thousand Dollars (not including any Disregarded Losses$6,750,000) exceeds $500,000 (the “BasketPurchaser Deductible Amount”), in at which event the Parent Indemnitees time Purchaser shall be entitled to recover such be indemnified and compensated thereafter for all Losses (other excluding Losses less than Disregarded Lossesthe Minimum Amount) to the extent in excess of the Basket, but not exceeding the CapPurchaser Deductible Amount. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 Solely for purposes of determining the amount of Losses resulting therefromfor which the Purchaser Indemnified Parties are entitled to be indemnified by Seller pursuant to Section 7.2 for a breach of, all qualifications or exceptions therein relating to inaccuracy in, any representation or referring to the terms “material”warranty (including for determining whether a breach of a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), “materiality”, “in all material respects”, “any materiality or Material Adverse Effect” Effect standard contained in the applicable representation or any similar term or phrase warranty shall be disregarded. Absent fraud, it being in no event shall Seller’s actual cumulative liability for Losses pursuant to Section 7.2, excluding Losses relating to the understanding Excluded Claims or Taxes, exceed Two Hundred Two Million, Five Hundred Thousand Dollars ($202,500,000). In no event shall Seller’s actual cumulative liability for all Losses hereunder, including liability for Losses relating to the Excluded Claims and Taxes, exceed the Purchase Price. Each Loss or right of indemnification under Section 7.8 for which any Purchaser Indemnified Party is entitled to recovery shall be reduced by (i) the amount of any insurance proceeds actually 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 parties that 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 purposes 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 determining liability under Section 9.1a representation or warranty has occurred or an inaccuracy of any representation or warranty exists), the representations and warranties of the parties any materiality standard contained in the 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 Loss 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) Notwithstanding any other provision of this Agreement to the contrary, in no event shall be read as if Losses include a party’s incidental or consequential damages or special or punitive damages to such terms and phrases were not included in themparty.

Limitations. Absent fraud (1) Notwithstanding any other provision of this Agreement: (a) any Claim arising out of any breach or intentional misrepresentation, after inaccuracy of any the Closing, Fundamental Company Representations or any breach of any covenant of the aggregate amount of indemnifiable Losses for which the Target Indemnitors Company shall be liable pursuant 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 Section 9.1(a) shall not exceed $5,000,000 the Company on or prior to the latest date permitted by applicable law (or in the “Cap”case of the covenants of the Company, such shorter period expressly specified therein); providedand (b) any Claim arising out of any breach or inaccuracy of any of the representations and warranties of the Company contained in this Agreement, howeverother 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 Target Indemnitors latest date permitted by Applicable Law. (3) Notwithstanding any other provision of this Agreement: (a) the Company shall not be liable pursuant to Section 9.1(a) any Glencore Indemnitee in respect of any breach of any representation or warranty of the Company in this Agreement: (i) for any individual claim (or series of related claims) for Losses unless the amount of Losses in respect of 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 or series of two (2related claims) or more 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”), exceeds $[Redacted - Commercially sensitive information]; and (ii) unless and until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) [Redacted - Commercially sensitive information] and then only to the extent in excess of such excess; and (b) the Basket, but not exceeding the Cap. The limitations in this Company's maximum liability under Section 9.5 9.01 shall not apply to any breach by Target of exceed $[Redacted - Commercially sensitive information] in the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after aggregate; provided that 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 foregoing limitations contained herein; provided, however, 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 the case of fraud by the Company. (4) Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable under this Agreement in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of of: (a) any consequential, special, indirect, multiple-of-profit or punitive damages or Losses in connection with a Direct Claim; (b) any Loss shall be done on which is contingent unless and until such contingent Loss becomes an after-tax basis actual Loss that takes into account the tax benefits, if any, that result from the is due and payable; (c) any Loss and the event giving rise to the extent that such Loss and the tax costs, if any, that arises as a result from of a failure by Glencore to comply with any indemnification payment of its obligations 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 ; (d) any changes in Applicable Law or changes in generally accepted interpretation or application of determining whether there has been Applicable Law; or (e) any misrepresentation changes in Applicable Accounting Standards or breach generally accepted interpretation or application of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in themApplicable Accounting Standards.

Limitations. Absent fraud or intentional misrepresentation(a) Notwithstanding anything herein to the contrary, after the Closing, no party obligated to provide indemnification pursuant to this ARTICLE 10 (an “Indemnitor”) shall be liable for Damages of a party entitled to indemnification (an “Indemnitee”) pursuant to Section 10.2(a) (i) unless and until the aggregate amount of indemnifiable Losses for all such Damages incurred by the Indemnitee exceeds $200,000 (the “Basket”), in which event the Target Indemnitors Indemnitor shall be liable pursuant for all such Damages above the amount of the Basket, or (ii) to Section 9.1(a) shall not the extent that such Damages exceed $5,000,000 2,000,000 in the aggregate (the “Cap”); provided, however, that notwithstanding the Target Indemnitors shall not be liable pursuant to Section 9.1(aforegoing provisions, (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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees Purchaser Indemnified Persons shall be entitled to recover such Losses (other than Disregarded Losses) collect Damages hereunder for breaches or inaccuracies of the Fundamental Representations in an amount not to exceed the extent in excess of Purchase Price and without regard to the Basket, but not exceeding and (B) any Damages resulting from fraud shall be specifically exempt from the Basket and the Cap. The limitations in this Section 9.5 shall not apply to any breach . (b) For purposes of computing the amount of Damages incurred by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages an Indemnitee there shall be solely deducted an amount equal to the amount of any insurance proceeds actually received by such Indemnitee in connection with such Damages (net of Taxes, deductibles and out-of-pocket costs incurred in connection with such insurance recovery). (c) For purposes of computing the amount of Purchaser Damages for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation 10.2(g), Purchaser Damages shall not include any Damages that arise out of or in connection with Purchaser’s operation of the amount Business or use of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from Purchased Assets following the Loss Closing (excluding the transactions contemplated by this Agreement in respect of Sellers’ winding up and the event giving rise liquidation of inventory to the 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, extent these are claimed to 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 Purchaser’s operations or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 use 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 terms and phrases were not included in themPurchased Assets).

Limitations. Absent (a) Notwithstanding anything to the contrary herein, the Indemnifying Parties shall be liable under this Article VI for only that portion of the aggregate Damages which exceeds $2,500,000, and the maximum liability of the Company Stockholders hereunder shall not exceed the aggregate Value (as defined in the Escrow Agreement) of the Escrow Shares. For purposes solely of this Article VI, all representations and warranties in Article II (other than Sections 2.15 and 2.32) shall be construed as if the terms "material" and references to "Company Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (b) Except with respect to claims based on fraud on behalf of the Company or intentional misrepresentationthe Company Stockholders, after the Closing, the aggregate amount rights of indemnifiable Losses for which the Target Indemnitors Indemnified Parties under this Article VI shall be liable pursuant the exclusive remedy of the Indemnified Parties with respect to Section 9.1(aclaims resulting from or relating to any representation or warranty contained in this Agreement. (c) shall not exceed $5,000,000 (Except with respect to claims based on fraud on behalf of the “Cap”); providedCompany or the Company Stockholders, however, the Parties agree that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses sole recourse of the Indemnified Parties in respect of any single breach if claims under this Article VI shall be the amount of such Losses does not exceed a $20,000 minimum value per claim (Escrow Shares and, other than the “Threshold”)Escrow Shares, it being understood that no Company Stockholders shall have any obligation to make any other payment or otherwise be liable to the amount of two (2) Buyer, the Transitory Subsidiary, Surviving Corporation or more claims reasonably related in subject matter or arising out any of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met Indemnified Parties hereunder. (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (iid) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”)No Company Stockholder, in which event its capacity as such, shall have any right of contribution against the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to Company or the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply Surviving Corporation with respect to any breach by Target the Company of the any of its 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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations warranties contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. Agreement. (e) The computation of the amount of any Loss Damages of any Indemnified Party shall be done on an after-determined net of any United States or foreign federal, state or local income Tax benefit realized by the Indemnified Party as a result of the incurrence of such Damages (net of any increased tax basis liability that takes into account the tax benefits, if any, that result results from the Loss receipt of such indemnity payment) and shall be reduced by any amount received by the event Indemnified Party under any insurance policy with respect to the matter giving rise to the 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themDamages.

Limitations. Absent fraud (a) No indemnity shall be payable to the AHD Indemnified Parties under Section 12.2(a) with respect to any claim resulting from any breach or intentional misrepresentationinaccuracy of any representation or warranty, after unless and until the Closingaggregate of all Losses due from Atlas exceeds $5,000,000, in which event all Losses so due in excess of such amount shall be paid in full by Atlas; provided that the aggregate amount payable by Atlas under Section 12.2(a), with respect to claims resulting from any breach or inaccuracy of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) a representation or warranty, shall not exceed $5,000,000 (25,000,000. Notwithstanding anything to the “Cap”); providedcontrary contained in this Agreement, however, that the Target Indemnitors Atlas shall not be liable pursuant required to Section 9.1(aindemnify any AHD Indemnified Party with respect to any Loss (or series of related Losses) (i) for Losses in respect incurred by or asserted by reason of any single breach of any representation, warranty or covenant contained in this Agreement if the amount Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses does be included in the calculation of the amounts specified in this Section 12.5(a). The limitations set forth in this Section 12.5(a) shall not exceed a $20,000 minimum value per claim (apply with respect to the “Threshold”representations and warranties set forth in Sections 5.2(a), it being understood that the amount of two (2b) or more claims reasonably related in subject matter or arising out of the same facts or circumstances and (c), 5.6 and 5.10. (b) No indemnity shall be combined for purposes payable to the Atlas Indemnified Parties under Section 12.3(a) with respect to any claim resulting from any breach or inaccuracy of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”)representation or warranty, unless and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) due from AHD exceeds $500,000 (the “Basket”)5,000,000, in which event the Parent Indemnitees shall be entitled to recover such all Losses (other than Disregarded Losses) to the extent so due in excess of such amount shall be paid in full by AHD; provided that the Basketaggregate amount payable by AHD under Section 12.3(a), but not exceeding the Cap. The limitations in this Section 9.5 shall not apply with respect to claims resulting from any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 inaccuracy of a representation or warranty for purposes of Section 9.1warranty, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring shall not exceed $25,000,000. Notwithstanding anything to the terms “material”contrary contained in this Agreement, “materiality”AHD shall not be required 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 all material respects”this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, “Material Adverse Effect” or nor shall any similar term or phrase shall such Losses be disregarded, it being included in the understanding calculation of the parties that for purposes of determining liability under amounts specified in this Section 9.1, 12.5(b). The limitations set forth in this Section 12.5(b) shall not apply with respect to the representations and warranties of the parties contained set forth in this Agreement shall be read as if such terms Sections 6.4 and phrases were not included in them6.6.

Limitations. Absent fraud (a) The amount of any Losses for which either Seller or intentional misrepresentationBuyer, after as the Closingcase may be, is liable shall be reduced by (i) the amount of any insurance proceeds actually paid to the Buyer Indemnified Party and the Seller Indemnified Party, as applicable, 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 indemnifiable all such Losses, together with the amount of all such Losses for under the Other Acquisition Agreement, exceed $2,879,000 (the “Deductible”), in which the Target Indemnitors event Seller shall be liable pursuant required to Section 9.1(apay 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) shall not exceed of $5,000,000 57,580,000 (the “Cap”); provided, howeverthat with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, that the Target Indemnitors Seller shall not be liable pursuant 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 Section 9.1(aclaims of unrelated third parties. (c) (i) for Losses Neither Seller nor Buyer shall have any Liability under this Agreement in respect of any single breach Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies after 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) Closing or more 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”), and (ii) until the aggregate amount of all Losses (not including a change in any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, Law after the Closing, Closing or a change in the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount interpretation of any Loss shall be done on an after-tax basis that takes into account Law after the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except Closing as otherwise required determined by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. a Governmental Entity. (d) For purposes of determining whether there has been a failure of any misrepresentation or breach of a representation or warranty for purposes made by Seller or Buyer contained in this Agreement is true and accurate as of Section 9.1, the Closing and for purposes of determining calculating the amount of Losses resulting therefromindemnifiable hereunder, all qualifications or exceptions therein relating to or referring to the terms “material”any materiality, “materiality”, “in all material respects”, “Material Adverse Effect” Effect or any similar term qualifications in such representation or phrase warranty 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 . [****] = Certain confidential information contained in this Agreement document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (e) Except for claims based on fraud, the right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be read the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as if such terms 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 phrases were not included no Indemnified Party shall have any other cause of action or remedy at law in themequity 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. Absent fraud Notwithstanding anything in Section 2.1 or intentional misrepresentationelsewhere in this Guaranty to the contrary, after (a) the Closingaggregate liability of Guarantors under this Guaranty shall, in no event, exceed, the aggregate Limitation Amount, plus interest on each amount payable hereunder from the date such payment by Guarantors hereunder is due and payable pursuant to clause (b) of indemnifiable Losses this section (at a per annum rate equal to the Default Rate for which Term Loan C if it were bearing interest based upon the Target Indemnitors Index Rate computed on the basis of 360 days and actual days elapsed), until such payment is received by Agent, and plus all costs and expenses (including, without limitation, attorneys' and paralegals' fees and expenses) incurred by Agent following either Guarantor's failure to timely satisfy its obligations hereunder, in connection with the enforcement and collection of the Guarantors' obligations under this Guaranty against the Guarantors and their respective partners and properties, (b) each payment by Guarantors hereunder shall be liable pursuant due and payable on the tenth (10th) calendar day following the date on which demand for such payment is given by Agent to Section 9.1(aGuarantors, and (c) Agent shall not exceed $5,000,000 (the “Cap”); providedbe permitted to demand payment hereunder from Guarantors, however, that the Target Indemnitors and Guarantors shall not be liable pursuant to Section 9.1(a) (i) hereunder for Losses in respect of any single breach if such demanded payment, unless the amount of such Losses does not exceed Effectiveness Conditions shall have been satisfied, there shall have occurred a $20,000 minimum value per claim (draw under the “Threshold”), it being understood that Litigation L/C or the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances Litigation L/C Obligations shall be combined for purposes of determining whether the Threshold has have been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) converted to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.Term

Limitations. Absent (a) The Company shall not have any obligation to indemnify Purchaser from and against any Damages under Section 6.1, other than Damages resulting by reason of a breach of Sections 2.1, 2.2 or 2.5 or any fraud or intentional misrepresentation, until the Purchaser Indemnitees have suffered Damages by reason of all such breaches in excess of One Million United States Dollars ($1,000,000) (after which point the Closing, Company will be obligated to indemnify the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(aPurchaser Indemnitees from and against all such Damages) and such indemnification obligation shall not exceed Twenty-Five Million United States Dollars ($5,000,000 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 “Cap”)Company Indemnitees from and 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 Company 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 3.1 or 3.2 or in the case 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 the Target Indemnitors notwithstanding any other provision of this Agreement, nothing herein shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect limit any claim 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) Party for remedies at law or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined equity 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages misrepresentations. (d) The amount of Damages recoverable by an Indemnified Party under this Article VI shall be solely 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 indemnification 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 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. (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 this Article IX Sections 6.1 or 6.2(a), and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 threshold amounts set forth 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 pursuant to Section 9.2. The computation of the amount of any 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 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 Sections 6.5(a) or breach of a representation or warranty for purposes of Section 9.16.5(b), and solely for purposes of determining the amount of Losses resulting therefromany Damages that are the subject matter of a claim for indemnification hereunder, all qualifications or exceptions therein relating to or referring each representation and warranty in this Agreement and each certificate of document delivered pursuant hereto shall be read without regard and without giving effect to the terms term(s) “material”, “materiality”, “in all material respects”, ” or “Material Adverse Effect” or any similar term or phrase shall in each instance where the effect of such term(s) would be disregarded, it being the understanding of the parties that for purposes of determining liability under Section 9.1, the representations to make such representation and warranties of the parties contained in this Agreement shall be read warranty less restrictive (as if such terms words and phrases surrounding related words (e.g., “reasonably be expected to,” “could have”) and similar restrictions and qualifiers were not included in themdeleted from such representations and warranty).

Limitations. Absent fraud Parent’s obligations under Section 8.1(a) shall be subject to the following limitations: (i) Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) for any individual item, or intentional misrepresentationgroup of items arising out of the same condition or circumstance, after where the ClosingLosses 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 8.1(b); and (ii) 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 indemnifiable 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 Target Indemnitors extent the Buyer Indemnified Parties fail to use their respective reasonable commercial efforts to mitigate such Losses, and no Losses related thereto shall be liable aggregated for purposes of subclause (ii) of this Section 8.1(b); and (v) Except to the 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 the value of Performance Packaging, the Performance Packaging Stock or the Business or any multiple thereof and diminution or loss of business reputation or opportunity or any multiple thereof, or 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 aggregated for 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 Losses or the underlying reasons therefor, (B) by the amount actually recovered by any Buyer Indemnified Party pursuant to Section 9.1(aany indemnification by or indemnification or other agreement with any third party with respect to such Losses or the underlying reasons therefor and/or (C) shall not exceed $5,000,000 (by the “Cap”)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 underlying reasons therefor; provided, however, that (1) the Target Indemnitors 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 be liable pursuant to Section 9.1(a) have any liability for Losses under subclause (i) for Losses in respect of any single breach if Section 8.1(a) following the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood date that the amount of two (2) or more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, is 12 months 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 limitations contained hereinClosing Date; provided, however, that this (A) there shall be no time limitation on any claim brought for breaches of those representations and warranties set forth in Sections 3.1(b)(i), 3.1(e) and 3.1(z), (B) any claim brought for breach of any representation or warranty set forth in Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For 3.1(g)(iv) shall survive until the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation tenth day following expiration of the amount applicable statute of any 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 Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shalllimitation, except as otherwise required by Federal income tax lawdescribed in the following subclause (C), be treated after which Parent shall not have any liability for Federal income tax purposes as an adjustment Losses under subclause (i) of Section 8.1(a) with respect to the Merger Consideration provided Section 3.1(g)(iv), and (C) Buyer shall preserve its right to the RPS Securityholders. For purposes pursue a claim under subclause (i) of determining whether there has been any misrepresentation or Section 8.1(a) with respect to a particular breach of a representation or warranty if Buyer, prior to the 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 content of, and on the basis set forth in, such Indemnification Notice; and (viii) Parent shall not have any liability for purposes Losses under subclause (ii) of Section 9.18.1(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, however, that 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, prior to the date that is 30 days after the Closing Date, provides an Indemnification Notice to Parent with respect to the applicable alleged breach of covenant, but only with respect to the content of, and for purposes of determining on the amount of Losses resulting therefrombasis set forth in, 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 terms and phrases were not included in themIndemnification Notice.

Limitations. Absent fraud or intentional misrepresentation(i) Notwithstanding anything to the contrary contained in this Section 9, after (i) the ClosingSeller shall not be obligated to pay in the aggregate any amounts in respect of Purchaser Losses in excess of $2,000,000 and (ii) the Purchaser shall not be obligated to pay in the aggregate any amounts in respect of Seller Losses in excess of $2,000,000 (in each case, the aggregate amount of indemnifiable Losses for which "Indemnification Cap"). Notwithstanding the Target Indemnitors shall be liable pursuant to foregoing and Section 9.1(a9(f)(ii), the Indemnification Cap and the Basket (as hereinafter defined) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant apply to Section 9.1(a) (i) for Seller's obligation to pay Purchaser Losses or Purchaser's obligation to pay Seller Losses in respect of any single breach if the amount of such Unlimited Obligations (as hereinafter defined). For purposes hereof, "Unlimited Obligations" shall mean Purchaser Losses does not exceed a $20,000 minimum value per claim or Seller Losses attributable to or resulting from (the “Threshold”), it being understood that the amount of two (2i) or more claims reasonably related in subject matter or arising out fraud 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”)other party, and (ii) until intentional failure by the aggregate amount of all Losses (not including other party to perform any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basketcovenants, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply agreements or obligations to any breach be performed by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 Loss and the tax costs, if any, that result from any indemnification payment it under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law(iii) failure of Seller to satisfy any Retained Liability or failure of Purchaser to satisfy any Assumed Payables, 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 (iv) any intentional or knowing breach or misrepresentation or breach of a representation or warranty for purposes of contained in Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications 4 or exceptions therein relating to Section 5 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 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 be read as if such terms and phrases were also not included apply to any adjustment to the Purchase Price pursuant to Section 2(e) or any payment under the Escrow Agreement in themrespect of any RMA's notwithstanding anything to the contrary provided in Section 9(f)(i).

Limitations. Absent fraud (a) If the Obligations of a Borrower would be held or intentional misrepresentationdetermined by a court or tribunal having competent jurisdiction to be void, after invalid or unenforceable on account of the Closingamount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary, the aggregate amount of indemnifiable Losses for 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 Target Indemnitors 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 Loan under applicable law (collectively the “Charges”), shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 the maximum lawful rate (the “CapMaximum Rate”); provided) that may be contracted for, howevercharged or otherwise received by the Lender holding such Loan in accordance with applicable law, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses rate of interest payable in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”)Loan hereunder, it being understood that the amount of two (2) or more claims reasonably related together with all Charges payable in subject matter or arising out of the same facts or circumstances respect thereof, shall be combined for purposes of determining whether limited to the Threshold has Maximum Rate and, to the extent lawful, the interest and Charges that would have been met (any Losses payable in respect of such Loan but were not payable as a breach which do not meet result of the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount operation of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees this Section shall be entitled cumulated and the interest and Charges payable to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 Lender in respect of claims for indemnification 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 date of payment. (b) 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 is 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 after giving effect to any collections from, rights to receive contribution from or payments made pursuant to Section 9.2. The computation by or on behalf of the amount other Borrowers and any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. (c) The provisions of any Loss shall be done on an after-tax basis that takes into account this Section 16.3 are intended solely to preserve the tax benefitsrights of Lenders, if any, that result from the Loss Letter of Credit Issuer and the event giving rise Agent hereunder to the 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 maximum extent permitted 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 9.1applicable Law, and for purposes of determining the amount of Losses resulting therefrom, all qualifications neither a Borrower nor any other Person shall have any right 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 claim under such provisions that would not otherwise be disregarded, it being the understanding of the parties that for purposes of determining liability available under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themapplicable Law.

Limitations. Absent fraud (a) No amounts of indemnity shall be payable as a result of any claim arising under Section 7.2(a) relating to a breach or intentional misrepresentationalleged breach of a representation or warranty unless and until the Purchaser Indemnified Parties have suffered, after the Closingincurred, 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 indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event case the Parent Indemnitees shall be entitled to recover Purchaser Indemnified Parties may bring a claim for all such Losses (other than Disregarded Losses) to the extent in excess of the BasketThreshold, but not exceeding except that the Cap. The limitations in this Section 9.5 shall not apply Purchaser Indemnified Parties may bring claims related to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 alleged breach of a representation or warranty under Sections 3.1, 3.2(a), 3.7, 3.22, 3.32 and 3.33 shall not be subject to, or in any way limited by, the Threshold. Except for indemnity based on any of Sections 3.1, 3.2(a), 3.7, 3.13, 3.22, 3.32 and 3.33, the maximum Liability of the Sellers under Sections 7.2(a) shall not exceed three million five hundred thousand dollars ($3,500,000) in the aggregate (the “Indemnity Amount”). Notwithstanding anything herein to the contrary, the 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, Seller Material Adverse Effect or Business Material Adverse Effect, solely for purposes of calculating such Loss for purpose of this Section 9.17.4(a), such materiality, Seller Material Adverse Effect or Business Material Adverse Effect qualification will in all respects be ignored. For purposes of determining if a breach occurred for any reason under this Agreement, such qualification in respect of materiality or Seller Material Adverse Effect should not be ignored. (b) 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 clause 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 not be subject to, or in any way limited by, the Threshold. Notwithstanding anything herein to 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 a breach by Purchaser of any representation or warranty that is qualified in any respect 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 purpose under this Agreement, such qualifications in respect of materiality or Purchaser Material Adverse Effect shall not be ignored. (c) The amount of any claim pursuant to this Article VII will be reduced by the amount of Losses resulting therefrom, any insurance proceeds and the amount of any Tax benefit (net of all qualifications or exceptions therein relating to or referring Tax detriments incurred in the Loss) when actually realized to the terms “material”Indemnified Party in respect of such claim or the facts or events giving rise to such indemnity 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, “materiality”the Indemnified Party shall promptly make payment to the indemnifying party in an amount equal to such Tax benefit or insurance proceeds; provided, “in all material respects”that such payment shall not exceed the amount of the indemnity payment. In computing the amount of any such Tax cost or Tax benefit, “Material Adverse Effect” or any similar term or phrase the Indemnified Party shall be disregardeddeemed to recognize all other items of income, it being gain, loss, deduction or credit before recognizing any item arising from the understanding receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss. (d) In no event will any of the parties that Parties be liable under this Article VII for purposes incidental, consequential (including business interruption, loss of determining liability under Section 9.1future revenue, the representations and warranties profits or income, or loss of the parties contained in this Agreement shall be read as if such terms and phrases were not included in thembusiness reputation or opportunity), or punitive damages.

Limitations. Absent fraud or intentional misrepresentation, after the Closing(a) Except as otherwise set forth herein, the aggregate amount Liability of indemnifiable Losses the Indemnifying Securityholders for which the Target Indemnitors shall be liable pursuant to Damages under Section 9.1(a6.2(a) shall not exceed $5,000,000 (the “Cap”)Escrow Fund; provided, however, provided that the Target Indemnitors limitation set forth in this Section 6.4(a) shall not be liable apply to (i) any claim pursuant to Section 9.1(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 Section 2.30 (Broker’s Fees) (icollectively, the “Excepted Representations”). (b) Except as otherwise set forth herein, no Indemnifying Securityholder shall be obligated to indemnify the Indemnified Parties for Losses in respect of any single breach if Damages under Section 6.2(a) unless and until the total amount of such Losses does not exceed a Damages exceeds Fifty Thousand Dollars ($20,000 minimum value per claim 50,000) (the “Threshold”), it being understood that at which point the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances Indemnifying Securityholders shall be combined obligated to indemnify the Indemnified Parties 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent Damages in excess of the Basket, but not exceeding Threshold; provided that the Cap. The limitations set forth in this Section 9.5 6.4(b) shall not apply to any claim pursuant to Section 6.2(a) relating to a breach by Target of the representations set forth in Section 3.4(a)Excepted Representations. Absent fraud Subsequent to determining the existence of a breach of any representation or intentional misrepresentationwarranty, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification purposes of calculating the amount of Damages pursuant to this Article IX VI (and subject to the applicable limitations contained herein; providednot for purposes for determining whether a breach has occurred), however, 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 pursuant to Section 9.2. The computation all representations and warranties of the amount of any Loss Company set forth in Article II shall be done on an after-tax basis that takes into account the tax benefits, construed as if any, that result from the Loss and the event giving rise to the 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 amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, ” or “in all material respects”, ” and any reference to “Company Material Adverse Effect” or any similar term or phrase (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 disregardedmade first by resort to the Escrow Fund, it being and second, if the understanding 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 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, except for claims for intentional misrepresentation, willful misconduct or fraud, 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 amounts held in the Escrow Fund) is actually paid to such Indemnifying Securityholder) pursuant to this Agreement. (e) No Indemnifying Securityholder shall have any right of contribution against the Company or 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 that for purposes thereto other than the Company or, solely in their capacity as Company Stockholders or holders of determining liability under Section 9.1Options or Warrants, the representations and warranties of the parties contained Indemnifying Securityholders. (g) Notwithstanding anything in this Agreement to 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 payable by the Indemnifying Securityholders pursuant to this Article VI shall be read as if reduced by the amount of any insurance proceeds actually received by the Indemnified Party with respect to the Damages (net of any insurance premium increases or other costs incurred by the Indemnified Party in respect of such terms 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 Damages. (i) Notwithstanding anything to the contrary herein, (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 phrases were not (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 themthe Company Holder Transaction Expenses, such amount shall not also be the basis for an indemnification claim hereunder.

Limitations. Absent fraud or intentional misrepresentation, after (a) Notwithstanding any provision herein to the Closingcontrary, the aggregate amount indemnification obligations of indemnifiable Losses the Seller under Section 7.2(a), other than the indemnification obligations for which breaches of the Target Indemnitors Fundamental Representations of the Seller or breaches of Section 3.7 (Taxes), shall be liable pursuant to Section 9.1(a) shall at Closing not exceed One Million Seventeen Thousand Five Hundred Dollars ($5,000,000 1,017,500) (the “Cap”); provided, however, that the Target Indemnitors Cap shall be increased dollar-for-dollar by an amount equal to 10.7% of any cash indefeasibly paid to (or at the direction of) the Seller under the Note. The aggregate indemnification obligations of the Seller with respect to any breaches of Fundamental Representations of the Seller or breaches of Section 3.7 (Taxes) or under Section 7.2(b) or Section 7.2(c) shall not exceed in the aggregate $20,000,000; provided, however, that the Seller shall not be liable obligated to pay any amount in cash under this Article VII in excess of the amount of cash indefeasibly received by (or on behalf of) the Seller pursuant to Section 9.1(athis Agreement, and any indemnity obligation payable by the Seller under this Article VII in excess of such cash amount shall only be payable by off-set against the Note (including the Escrow Shares) and the Earnout Consideration (the “Fundamental Cap”). To the extent an indemnity claim exceeds the amount of cash indefeasibly paid to (together with any amounts paid at the direction of) the Seller, the Buyer Indemnified Parties’ sole recourse, if any, shall be to off-set against the Note (including the Escrow Shares) and the Earnout Consideration, irrespective of whether or not outstanding or earned, as applicable; the Seller shall have no liability for any shortfall. For the avoidance of doubt, (i) the Seller shall have no obligation to pay an amount in cash more than the cash indefeasibly received by (or on behalf of) the Seller under this Agreement 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 more 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”)indemnity obligation under this Article VII, and (ii) for purposes of this Agreement, the Indemnification Escrow Amount shall be deemed to be cash indefeasibly received by (or on behalf of), and cash indefeasibly paid to, the Seller, and shall therefore be available to fund the Seller’s indemnity obligations under this Article VII in accordance with Section 7.6(b). (b) Notwithstanding any provision herein to the contrary, the indemnification obligations of the Seller under Section 7.2(a), shall not apply to any Loss until the aggregate amount of all Losses (not including any Disregarded Lossesfor which indemnification claims that have been asserted under Section 7.2(a) exceeds the aggregate amount of One Hundred Seventy-Five Thousand Dollars ($500,000 175,000) (the “BasketDeductible”) (with the determination of whether the Deductible has been reached to include only individual claims or series of related claims which are greater than Fifteen Thousand Dollars ($15,000), such claims being referred to herein as “Qualifying Claims”), in which event the Parent Indemnitees and then, such indemnification obligation shall be entitled apply to recover all such Losses (other than Disregarded Lossesbut only including Qualifying Claims) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinDeductible; provided, however, that this breaches of the Fundamental Representations of the Seller or breaches 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 3.7 (Taxes) shall not apply in respect of be subject to the Deductible. (c) Any claims for indemnification made pursuant to Losses under Section 9.2. The computation of the amount of any Loss shall 7.2 or Section 7.3 must be done submitted before 11:59 p.m., New York, New York time, on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise or prior to the Loss and date 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 survival period applicable 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 amount of Losses resulting therefrom, 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 or covenants on which such claim is based expires. In the parties contained in this Agreement shall event a claim for Losses is not given on or prior to the date the survival period for such representation, warranty or covenant expires then such claim for Losses will be read as if such terms and phrases were not included in themirrevocably released and/or waived.

Limitations. Absent fraud or intentional misrepresentationNotwithstanding anything to the contrary contained in this Agreement, after (i) the Closing, Seller Indemnitors shall not have an obligation to indemnify Purchaser Indemnitees pursuant to Section 7.1(a)(i) unless the aggregate amount of indemnifiable Losses incurred by any Purchaser Indemnitees to which such Purchaser Indemnitee(s) has the right to be indemnified under Section 7.1(a)(i) exceeds $42,050.00 (the “Basket”) at which point, the Seller Indemnitors, jointly and severally, shall indemnify the Purchaser Indemnitees for the full amount of all such Losses, subject to the Cap and the other limitations set forth herein, (ii) the Purchaser shall have no obligation to indemnify the Seller Indemnitees pursuant to Section 7.1(b)(i) unless the aggregate amount of Losses incurred by any Seller Indemnitee(s) exceeds the Basket, at which point the Purchaser Indemnitors shall indemnify the Seller Indemnitees for the full amount of all such Losses, subject to the Cap and the other limitations set forth herein and (iii) the Parties acknowledge that the Basket shall not apply to fraud, willful breaches, or breaches or misrepresentations of the Fundamental Representations, or any indemnification obligations of the Parties (other than as set forth in Section 7.1(a)(i) and Section 7.1(b)(i)). The amount of Loss for which the Target Indemnitors Purchaser Indemnitees shall be liable pursuant entitled to recover under Section 9.1(a7.1(a)(i), and the Seller Indemnitees shall be entitled to recover under Section 7.1(b)(i) 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 Cap shall not apply to any breach by Target fraud, willful breaches, or breaches or misrepresentations of the representations Fundamental Representations, or any indemnification obligations of the Parties (other than as set forth in Section 3.4(a7.1(a)(i) and Section 7.1(b)(i). Absent ), which, with the exception of any fraud or intentional misrepresentation(which, 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 limitations contained herein; provided, however, 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 pursuant be subject to Section 9.2. The computation of the any such limitation), shall instead be limited to an amount of any 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 equal to the 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themPurchase Price.

Limitations. Absent fraud or intentional misrepresentationA. Notwithstanding anything to the contrary in this SLA, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors Tenant shall not be liable pursuant entitled to Section 9.1(aany abatement and shall have no rights or remedies under this SLA or otherwise, and no Failure shall be deemed to have occurred, if (1) Tenant is in breach or default under this Lease at the time of the Failure in question, or (2) the Failure in question results from any of the following: (a) any equipment (including, without limitation, any Equipment) or applications of (or otherwise used by or in possession of) Tenant or any of the other Tenant Parties; (b) any act or omission of Tenant or any of the other Tenant Parties; or (c) a Force Majeure event. B. Notwithstanding anything to the contrary in this SLA, in no event shall Tenant be entitled to abatement under more than one of Articles II through IV above in connection with the same event that caused the applicable Failures. In the event the same event causes more than one Failure, then Tenant shall receive abatement only with respect to the one single Failure (and not with respect to multiple Failures) that would yield the highest abatement to Tenant (and if more than one of such Failures exists, Landlord shall stipulate which Failure shall apply for purposes of calculating the abatement). In the event a particular Failure continues, only one Failure shall be deemed to have occurred (and shall be deemed to have occurred on the day that the Failure first comes into effect), regardless of the length of such Failure. C. Notwithstanding anything to the contrary set forth in this SLA, in no event shall the total abatement under Articles II and III for the applicable Premises in any one calendar month exceed the Base Rent payable for that Premises for that calendar month (notwithstanding the amount or length of any Power Failures or ES Failures in that month or otherwise). In the event there would otherwise be abatement in excess of such Base Rent for that month, then the excess shall not carry over to any subsequent period and shall be deemed extinguished and of no force or effect. D. Notwithstanding anything to the contrary in this SLA: (i) in no event shall the total aggregate abatement for Losses any Power Failures and/or ES Failures under this SLA in respect any calendar month exceed an aggregate amount equal to three (3) months’ worth of any single breach if Base Rent for the amount of Premises under the Lease (calculated at the average rate payable during the initial Term for such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”Premises), it being understood that the amount of two (2) or more 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”), ; and (ii) until in no event shall the total aggregate abatement for a Connectivity Failure under this SLA exceed an aggregate amount equal to three (3) months’ worth of all Losses Service Fees under the Lease (not including any Disregarded Losses) exceeds $500,000 (calculated at the “Basket”average Service Fee payable during the initial Term for the Services), in which . In the event the Parent Indemnitees shall there would otherwise be entitled to recover such Losses (other than Disregarded Losses) to the extent abatement under this SLA in excess of the Basketaggregate amounts set forth herein, then the excess shall not carry over to any subsequent period and shall be deemed extinguished and of no force or effect. As of the date set forth below, , a (“Tenant”) certifies to , ▇ (“Landlord") and to (together with ▇▇▇▇▇▇▇▇, the “Reliance Parties”) as follows with respect to that certain ▇▇▇▇▇ dated , 2014, between ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ (the "Lease”) pursuant to which Tenant leases certain portions of the building located at (the "Premises”). All capitalized terms used but not exceeding defined herein shall have the Capmeaning given to such terms in the Lease. 1. The limitations Lease, a true and correct copy of which is attached hereto as Exhibit A, is presently in this Section 9.5 shall not apply full force and effect and represents the entire agreement between Tenant and Landlord for the Premises. There are no amendments, modifications or supplements to any breach by Target the Lease, whether oral or written, except . . 2. The Term of the representations set forth Lease commenced on ., and shall end on 3. Tenant has taken possession of the Premises and is currently paying Base Rent 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of $. per . Charges for rent, taxes, common area costs and all other amounts due under the Lease have been paid up to and including the following date: ' ’ . 4. Tenant is not entitled to any Loss shall be done on an after-tax basis that takes into account the tax benefitsrent credit, if anyrebate, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from abatement or concession of any indemnification payment under this Agreement. All indemnification payments under this Agreement shallkind, except as otherwise required follows: 5. years each. 6. of the Lease. 7. Landlord is not in default in the performance of the terms and provisions Tenant has received no notice from Landlord that Tenant is in default under the Lease, and ▇▇▇▇▇▇ has no knowledge of any facts which would give rise to or constitute a breach by Federal income tax lawTenant under the Lease 8. Premises, except 9. Tenant has not Transferred its interest under the Lease or in the The Tenant has no claim, charge, defense or offset under the Lease against rents or other charges due or to become due thereunder, except as expressly provided in the Lease. Tenant has not asserted any such offset or credit. 10. Tenant has not prepaid any rent or other charges under the Lease to Landlord other than the following: DM US 60239553-6.094443.0016 11. Tenant is maintaining (free of default) all insurance policies or self­ insurance that the Lease requires Tenant to maintain. 12. All leasehold improvement work to be treated completed by Landlord has been performed, except 13. Tenant is not the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for Federal income tax purposes the adjustment of debtor-creditor relationships. 14. Project, other than 15. Tenant has no right to purchase or first offer to purchase all or any portion of the Premises or the Project. If any of the blanks provided above are not filled in, the information intended to be filled in by Tenant will be deemed “none1' or “zero," as an adjustment appropriate. Tenant makes this Certificate with the understanding that the Reliance Parties will materially rely on this Certificate. The undersigned certifies that he or she is authorized to execute this certificate and bind Tenant to the Merger Consideration provided to the RPS Securityholdersstatements made herein. For purposes Dated this day of determining whether there has been any misrepresentation or breach _ 20 . By: Printed name: Title: ' DM US 60239553-6.094443.0016 "Agreement") is dated as of a representation or warranty for purposes of Section 9.1, 20 and for purposes of determining the amount of Losses resulting therefrom, 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 is made by and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in them.between

Limitations. Absent fraud or intentional misrepresentation, after (a) No Buyer Indemnified Party will assert any claim for indemnification under Section 10.1(b) until such time as the Closing, aggregate of all Losses that the Buyer Indemnified Parties may have under Section 10.1(b) exceeds eight million dollars ($8,000,000) (the “Basket”) at which point the Buyer Indemnified Parties shall be entitled to recover only the aggregate amount of indemnifiable all such Losses for which in excess of the Target Indemnitors shall be liable Basket. The amount of Losses that the Buyer Indemnified Parties may recover pursuant to Section 9.1(a) 10.1 shall not exceed $5,000,000 the Indemnity Escrow Fund and shall be payable solely out of the Indemnity Escrow Fund (to the “Cap”)extent funds remain therein) pursuant to the terms of this Agreement and the Escrow Agreement; provided, howeverthat Losses resulting from breaches of any Fundamental Representation, any representations of Seller in ARTICLE III, or from breaches of any representation or warranty that constitute actual fraud (which, for purposes of clarity, shall not include claims of fraud, intentional misrepresentation or concealment that are part of a third-party claim) and Losses that are the Target Indemnitors subject of ARTICLE XI indemnity shall not be liable limited to the funds remaining in the Indemnity Escrow Fund, but shall instead be limited in the aggregate to an amount equal to the net proceeds received by Seller pursuant to this Agreement. (b) For purposes of this ARTICLE X, a breach of a representation or warranty, including any Fundamental Representation, shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to “materiality”, “Company Material Adverse Effect,” “Seller Material Adverse Effect” (which instead shall be read as any adverse effect or change, except in the case of the reference to “Company Material Adverse Effect” in Section 9.1(a4.6(a) (iwhich shall continue to be read as “Company Material Adverse Effect”) for or similar materiality qualifier and the amount of 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”)representation or warranty, it being understood that the amount of two (2) or more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any deemed breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any Loss clause 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 determined without regard to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except such limitation or qualification 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 amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, Company Material Adverse Effect,” “Seller Material Adverse Effect” or any similar term or phrase (which instead shall be disregardedread as any adverse effect or change, it being except in the understanding case of the parties that reference to “Company Material Adverse Effect” in Section 4.6(a) which shall continue to be read as “Company Material Adverse Effect”) or similar materiality qualifier set forth in such representation or warranty. (c) Except with respect to (i) claims for purposes equitable relief made with respect to breaches of determining liability under Section 9.1, the representations and warranties of the parties any covenant or agreement contained in this Agreement and (ii) claims relating to Taxes, which shall be read as if such terms governed solely by ARTICLE XI (but which shall be subject to Section 10.4(a)), the rights of the Indemnified Parties under this ARTICLE X shall be the sole and phrases were not included in themexclusive remedies after the Closing Date of the Buyer Indemnified Parties and their respective Affiliates with respect to claims under, or otherwise relating to the transactions that are the subject of, this Agreement.

Limitations. Absent fraud or intentional misrepresentationNotwithstanding anything herein to the contrary, after as to matters which are subject to indemnification pursuant to this Section 11.2.1(b), (a) Seller and Shareholder shall not be liable unless and until the Closingaggregate Losses to the Indemnified Purchaser Parties resulting from such otherwise indemnifiable matters under Section 11.2.1(b)(and (x) any Assumed Warranty Obligations described in Section 10.1 and (y) any Customer other Business Relationships described in Section 10.7) shall exceed a cumulative aggregate of $75,000 (the “Indemnification Threshold”)(with Seller and Shareholder being responsible for all Losses that exceed the Indemnification Threshold), and (b) the aggregate amount of indemnifiable Losses for which the Target Indemnitors any payments that shall be liable pursuant payable by Seller and Shareholder as a result of any Claims for indemnification made under Section 11.2.1(b) with respect to Section 9.1(a) a misrepresentation or breach of warranty shall not exceed be limited to $5,000,000 6 million (the “CapGeneral Maximum Limitation”); provided, however, that neither the Target Indemnitors Indemnification Threshold nor the General Maximum Limitation shall not be liable pursuant apply to Section 9.1(a) (i) Claims for Losses relating to a breach of the representations and warranties of Seller set forth in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim Sections 3.1 through 3.5, 3.10, 3.12, 3.17 (the “Threshold”first sentence), it being understood that the amount of two (2) or more 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”)3.21, 3.24, 3.26, 3.27 and 3.37, (ii) until Claims for Losses relating to the aggregate amount of all Losses Retained Liabilities, (not iii) Claims relating to any unpaid Taxes owed by Seller and/or Shareholder, including any Disregarded Lossessales Tax associated with the transactions contemplated hereby and/or required to be paid by, or on behalf of Seller in connection with the operations of its Business, or otherwise, or (iv) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled Claims for Losses relating to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any a breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any Loss shall representation or warranty that was actually known to 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 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 false when made or for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholdersfraud. For purposes of determining whether there the Indemnification Threshold has been any misrepresentation or breach met and in the calculation of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefromlosses, 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 qualifiers in this Agreement shall be read as if such terms and phrases were not included in themdisregarded.

Limitations. Absent (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Equityholders for Damages under Section 6.1(a) shall not exceed $5,500,000 (the “Indemnification Cap”), (ii) the Indemnifying Equityholders shall be liable only for that portion of the aggregate Damages under this Article VI for which they would otherwise be liable which exceeds $500,000 (the “Indemnification Deductible”) and (iii) each Indemnifying Equityholder shall only be liable for his, her or its Pro Rata Share of the Damages for which the Indemnifying Equityholders are liable under this Article VI; provided that the Indemnification Cap and Indemnification Deductible 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 representations and warranties of the Company in Article II (other than Sections 2.6, 2.7, 2.10 and 2.26) shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. In addition, Zipcar shall not be entitled to make any claim in respect of any Individual Matter unless such claim is for Damages in an amount of at least $5,000. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Zipcar for Damages under Section 6.2(a) shall not exceed the Indemnification Cap and (ii) Zipcar shall be liable for only that portion of the aggregate Damages under this Article VI for which it would otherwise be liable which exceeds the Indemnification Deductible; provided that the Indemnification Cap and Indemnification Deductible shall not apply to a claim pursuant to Section 6.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2 or 3.3. For purposes solely of this Article VI, all representations and warranties of Zipcar and the Transitory Subsidiary in Article III (other than Sections 3.6, 3.7, 3.10 and 3.25) shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. In addition, the Indemnifying Equityholders shall not be entitled to make any claim in respect of any Individual Matter unless such claim is for Damages in an amount of at least $5,000. (c) Except with respect to claims based on fraud or intentional misrepresentationarising in connection with the negotiation of the transactions contemplated hereby, after the Closing, the aggregate amount rights of indemnifiable Losses for which the Target Indemnitors Indemnified Parties under this Article VI shall be liable pursuant the exclusive remedy of the Indemnified Parties with respect to Section 9.1(aclaims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or the matters set forth in Sections 6.1(c), 6.1(d) shall not exceed $5,000,000 (and 6.2(c) or otherwise arising in connection with the “Cap”)transactions contemplated hereby; provided, however, that nothing in this Section 6.5(c) shall limit the Target Indemnitors shall not be liable rights and obligations of Zipcar, its equityholders or the Indemnifying Equityholders pursuant to the Investor Documents or otherwise limit the rights and obligations of any equityholder of Zipcar, including the Indemnifying Equityholders, in such capacity. (d) The redemption of shares of Zipcar Preferred Stock from and/or issuance of shares of Zipcar Preferred Stock to Indemnifying Equityholders pursuant to Section 9.1(a) (i) for Losses in respect 6.3 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 more claims reasonably related in subject matter or arising out of the same facts or circumstances this Agreement shall be combined the sole and exclusive means 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 satisfying claims for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; providedAgreement, however, 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 whether pursuant to Section 9.26.1 or Section 6.2, including that in no event shall any of Zipcar, its Equityholders, the Surviving Corporation or any Indemnifying Equityholder be obligated to make any cash payment to any Indemnified Party with respect to any claim for indemnification pursuant to this Agreement. (e) No Indemnifying Equityholder 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, warranties, covenants or agreements. The computation amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by (i) 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 other third party (including recourse received following any redemption of Merger Shares pursuant to Section 6.3(i), in which case such shares shall be reissued in such number as equals each Indemnifying Equityholders’ pro rata share of such recovery divided by the Zipcar Preferred Stock Price except to the extent that such potential recovery was taken into account in the initial determination of Damages) and (ii) the amount of any Loss shall be done on tax savings actually realized by such Indemnified Party or an after-tax basis that takes into account Affiliate, for the tax benefitsyear in which such Damages are incurred, if any, that which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the Loss and receipt of the event giving rise to the Loss and the tax costs, if any, that result from indemnity payment or 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 amount of Losses resulting therefrom, all qualifications or exceptions therein insurance proceeds 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 terms and phrases were not included in themDamages).

Limitations. Absent fraud (a) Anything herein to the contrary notwithstanding, the indemnification rights set forth in this ARTICLE VIII and ARTICLE IX shall be a Party’s sole and exclusive remedy against another Party for any claim, demand, cause of action or intentional misrepresentationDamages arising out of or related to this Agreement or the transactions contemplated hereby; provided, after however, that notwithstanding the Closingforegoing, nothing shall limit or impair any right that any Party may have to su▇ ▇nd obtain equitable relief, including specific performance and other injunctive relief, for the breach of Section 7.2. (b) No amount shall be payable to a Buyer Indemnified Party under Section 8.1(a) unless and until the aggregate amount of indemnifiable Losses all Damages exceeds $450,000 (the “Threshold”), at which time the Sellers shall indemnify the Buyer Indemnified Party (subject to the other provisions of this ARTICLE VIII) to the extent of such excess; provided that (i) the Threshold shall not apply with respect to any Damages resulting from, arising out of or relating to breaches or inaccuracies of the Sellers Fundamental Representations or the Sellers Key Representations and (ii) none of such Damages shall count towards the satisfaction of the Threshold. (c) The aggregate amount of all payments made by Sellers in satisfaction of claims for which the Target Indemnitors shall be liable indemnification pursuant to Section 9.1(a8.1(a) (including payments made in the form of Closing Shares) shall not exceed an amount equal to $5,000,000 11,800,000 (the “Cap”); provided, however, provided 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 Cap shall not apply to any breach payments made by Target Sellers with respect to Damages resulting from, arising out of or relating to breaches or inaccuracies of Sellers Fundamental Representations or Sellers Key Representations, (ii) none of such Damages shall count towards the representations set forth Cap and (iii) in Section 3.4(aeach event that the number of Tranche Two Shares or Tranche Three Shares is reduced as a result of adjustment pursuant to Schedule 1.5(a)(i). Absent fraud or intentional misrepresentation, after then at such time the Closing, the Parent Indemnitees’ exclusive right to monetary damages Cap shall be solely reduced to an amount equal to the product of (x) $11,800,000, multiplied by (y) the Cap Reduction Percentage. (d) The aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification pursuant to this Article IX Section 8.1(a) of Sellers Key Representations shall not exceed an amount equal to $33,630,000 (the “Key Representations Cap”); provided that (i) none of such Damages shall count towards the Cap and subject (ii) in each event that the number of Tranche Two Shares or Tranche Three Shares is reduced as a result of adjustment pursuant to Schedule 1.5(a)(i), then at such time the Key Representations Cap shall be reduced to an amount equal to the applicable limitations contained herein; providedproduct of (x) $33,630,000, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For multiplied by (y) the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themCap Reduction Percentage.

Limitations. Absent fraud (a) Notwithstanding any other provision of this Agreement, except as provided in paragraph (d) below, no Person shall be entitled to receive any indemnification hereunder with respect to Claims for indemnification made under Section 12.2 or intentional misrepresentation12.3, after as the Closingcase may be, unless and until the aggregate amount of indemnifiable Losses in respect of Claims for which the Target Indemnitors shall such Person and its Affiliates would otherwise be liable pursuant entitled to Section 9.1(areceive indemnification exceeds one hundred thousand dollars ($100,000) shall not exceed $5,000,000 (the “Cap”"Claims Threshold"); provided, however, that once such aggregate Losses exceed 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 Claims Threshold, such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances Person and its Affiliates shall be combined entitled to receive indemnification 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”), and (ii) until the aggregate amount of all Losses such Losses, less Fifty Thousand Dollars (not including any Disregarded Losses) exceeds $500,000 (the “Basket”50,000), without regard to the Claims Threshold. (b) Notwithstanding any other provision of this Agreement, in which no event will Seller and the Parent Indemnitees Shareholder, on the one hand, or Buyer and ImageX, on the other hand, be required to make indemnification payments in respect of Claims under Section 12.2 or 12.3 above in excess of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). (c) None of the parties or their Affiliates shall be entitled to recover assert any right of indemnification with respect to any Claim of which such Losses (other than Disregarded Losses) party or its Affiliates shall not have given written notice to the extent in excess other parties on or prior to the end of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations applicable survival period (if any) set forth in Section 3.4(a). Absent fraud 12.1 above, except that if such party or intentional misrepresentationits Affiliates shall have given written notice of any Claim to the other parties on or prior to the end of such survival period, after then they shall continue to have the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant indemnified with respect to such pending Claim, notwithstanding the expiration of such survival period. (d) Notwithstanding any other provision of this Article IX and subject to the applicable limitations contained herein; providedAgreement, however, that this Section 9.5 in no way limits event shall the Claims Threshold apply to any party’s rights to applicable equitable remedies. For the avoidance Claim based on a violation of doubt, the limitations contained in this Section 9.5 shall not apply in respect 5.15 (Accounts and Other Receivables) or 5.16 (Inventory) of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall. (e) The parties agree that, 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 defining the respective parties' rights to indemnification under Sections 12.2(e) and 12.3(e) above with respect to Hazardous Materials that have been released by a Person (other than Seller, the Shareholder, any Third Person, Buyer or ImageX) at a site other than the Assets, Facilities or Leased Real Property and that migrate or have migrated on, to or under the Assets, Facilities or Leased Real Property from such other location, Section 9.112.2(e) shall cover any such contamination to the extent that any amount of such released Hazardous Materials from the same event of contamination shall have arrived on, at or under the Assets, Facilities or Leased Real Property on or prior to the Closing Date, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring Section 12.3(e) shall cover any such contamination to the terms “material”extent that all of such released Hazardous Materials from such event of contamination arrive on, “materiality”at or under the Assets, “in all material respects”Facilities or Leased Real Property after the Closing Date (meaning no such released Hazardous Materials from such event of contamination arrived on, “Material Adverse Effect” at or any similar term under the Assets, Facilities or phrase shall be disregarded, it being Leased Real Property on or prior to 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 terms and phrases were not included in themClosing Date).

Limitations. Absent fraud With respect to any claim for the breach of any representation or intentional misrepresentationwarranty contained in Article 8 (except for Sections 8.1 [Organization, after Corporate Power and Licenses], 8.2 [Capitalization], 8.3 [Authorization, No Breach], 8.4 [Subsidiaries], 8.19 [Tax Matters] and 8.20 [Brokerage; Transaction Bonuses] as to which there shall be no limitations on the Closingamount of indemnification which may be claimed hereunder), the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) Shareholders shall not exceed have any obligation to indemnify any Acquisition Party from and against any Losses by reason of any such breach (or alleged breach) until the Acquisition Indemnified Parties collectively shall have suffered Losses by reason of all such breaches (or alleged breaches) in excess of $5,000,000 500,000 (the “Cap”)"Deductible") and then the Shareholders shall have an obligation to indemnify the Acquisition Indemnified Parties for all Losses suffered by Acquisition in excess of the Deductible; provided, however, that the Target Indemnitors Shareholders shall not be liable pursuant have any obligation to Section 9.1(a) (i) for indemnify the Acquisition Indemnified Parties from and against aggregate Losses in with respect to any breach 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 more 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”), representation and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent warranty in excess of $15,000,000 (the Basket"Cap"). Notwithstanding the foregoing, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any other breach of any post-closing covenant or agreement contained herein, including, without limitation, any breach by Target of the representations set forth in Section 3.4(a). Absent fraud any covenant 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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations agreement contained in this Section 9.5 shall 11, will not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 subject to the Loss and Deductible or 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themCap.

Limitations. Absent fraud Notwithstanding anything to the contrary contained in this Agreement or intentional misrepresentationin any other Transaction Document: (a) SSH shall not be required to provide any indemnification under this Article 7 with respect to any claim under Section 7.1(a) until the aggregate Losses exceed one-half of one percent (0.5%) of the Contribution Value, after which amount is equal to $140,000 (the Closing“Basket”), and then only to the extent of the excess of the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”)over such amount; provided, however, that the Target Indemnitors maximum amount of Losses that may be recovered under this Article 7 by Contributee or either of them for all claims under Section 7.1(a) in the aggregate shall not exceed seven and one-half percent (7.5%) of the Contribution Value, which amount is equal to $2,100,000 (the “Cap”). (b) If SSH breaches any representation or warranty for which indemnification may be liable pursuant provided under Section 7.1(a), then, solely for purposes of calculating the dollar amount of Losses for which any Indemnified Contributee Party is entitled to indemnification for such breach (including the amounts needed to reach the Basket), each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (c) If Contributee breaches any representation or warranty for which indemnification may be provided under Section 9.1(a7.2(a), then, solely for purposes of calculating the dollar amount of Losses for which any Contributor Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to materiality will be deemed and interpreted to be a representation or warranty made without such qualification. (d) The amount of any Loss for which indemnification is provided under this Article 7 shall be net of (i) for Losses in respect of any single breach if amounts recovered by the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”)Indemnified Party pursuant to any indemnification by, it being understood that the amount of two (2) or more 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 (indemnification agreement with, any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”)Third Party, and (ii) until the aggregate amount of all Losses third party insurance proceeds (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, not including self-insurance or insurance with a captive insurance Affiliate) or other sources of reimbursement received, which shall be an offset against such Loss, or (iii) an amount equal to the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation present value of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefitsnet Tax benefit or loss, if any, that result available to, or taken by, the Indemnified Party attributable to such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Article 7. If the Loss and amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the event giving rise Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7, the Indemnified Party shall repay to the Loss and Indemnifying Party, promptly after such determination, any amount that the tax costs, if any, that result from any indemnification payment under Indemnifying Party would not have had to pay pursuant to 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 Article 7 had such determination been made at the Merger Consideration provided to the RPS Securityholders. For purposes time 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in thempayment.

Limitations. Absent fraud Notwithstanding any representation, warranty, covenant or intentional misrepresentationother agreement contained in this Agreement, after including the Closingrights of indemnification provided in this Section 8: (A) none of the Seller Parties shall have any obligation to release, indemnify and hold harmless any Buyer Indemnitee with respect to any Adverse Consequences resulting from any individual violation, breach or inaccuracy of a representation or warranty (other than the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable Fundamental Representations) pursuant to Section 9.1(a8(b)(i)(A) shall not exceed unless the Adverse Consequences suffered by the Buyer Indemnitees by reason of such individual violation, breach or inaccuracy exceeds One Hundred Thousand Dollars ($5,000,000 100,000) (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 “Claim Threshold”), it being understood that at which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold), subject to the remaining provisions of this subsection (ii). Any indemnification claim pursuant to Section 8(b)(i)(A) as to which the Adverse Consequences suffered by the Buyer Indemnitees by reason of any individual violation, breach or inaccuracy of a representation or warranty (other than the Fundamental Representations) for which any Buyer Indemnitee has a right to be indemnified, held harmless or released exceeds the Claim Threshold is referred to herein as a “Qualifying Claim.” (B) none of the Seller Parties shall have any obligation to release, indemnify and hold harmless any Buyer Indemnitee with respect to any Adverse Consequences resulting from any violation, breach or inaccuracy of a representation or warranty (other than the Fundamental Representations) pursuant to Section 8(b)(i)(A) until the amount of two (2Adverse Consequences for which the Buyer Indemnitees are entitled to indemnification pursuant to Section 8(b)(i)(A) or more 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 all Qualifying Claims, in the Threshold being “Disregarded Losses”)aggregate, and exceeds Three Million Three Hundred Thousand Dollars (ii$3,300,000) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in at which event time the Parent Buyer Indemnitees shall be entitled to recover receive only the excess (i.e. the amount by which such Losses (other than Disregarded Losses) to Adverse Consequences suffered by the extent Buyer Indemnitees in excess respect of Qualifying Claims exceed the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; providedremaining provisions hereof. (C) none of the Seller Parties shall have any obligation to release, however, that this Section 9.5 in no way limits indemnify and hold harmless any party’s rights Buyer Indemnitee with respect to applicable equitable remedies. For any Adverse Consequences resulting from the avoidance breach of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made a representation or warranty pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis 8(b)(i)(A) that takes into account the tax benefitsare, if any, that result when aggregated with all other Adverse Consequences resulting from the Loss and the event giving rise to the 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 which Buyer seeks indemnification from any Seller Party, in excess of Section 9.1Thirty Three Million Dollars ($33,000,000); and provided, and for purposes further, that the foregoing limitation shall not apply to Adverse Consequences arising out of determining any Seller Party’s violation, breach or inaccuracy of the amount of Losses resulting therefromFundamental Representations, all qualifications any Seller Party’s or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” Acquired Company’s fraud or any similar term knowing and deliberate breach or phrase shall be disregarded, it being the understanding misrepresentation by any of the parties that for purposes Seller Parties or the Acquired Companies with respect to any of determining liability under Section 9.1, the their representations and or warranties of the parties contained in this Agreement or in any Transaction Document. (D) none of the Seller Parties shall be read as have any obligation to release, indemnify and hold harmless any Buyer Indemnitee under this Section 8(b) with respect to any Adverse Consequences resulting from any breach of any representation, warranty, covenant or agreement made in this Agreement or any Transaction Document if Buyer had knowledge of such terms and phrases were breach at or prior to the Closing; provided, however that this subsection (C) shall not included in themapply if the Closing does not occur.

Limitations. Absent fraud The indemnification obligations of the Shell Parties and the KM Parties contained in Sections 4.5 through 4.8 shall be subject to the following limitations and conditions: 4.9.1 Such indemnification obligations shall not limit the disclaimers of warranties and acknowledgments of the Shell Parties and/or the KM Parties, respectively, with respect to the Partnership Assets as specified in either the KM General Conveyance or intentional misrepresentationthe Shell General Conveyance, after and the Closingindemnities contained herein shall have no application to matters of description, title (including, without limitation, the aggregate amount existence or non-existence of indemnifiable Losses easements, licenses, rights-of-way, permits, franchises, liens, leases, unit agreements or other encumbrances or other agreements or the failure to procure governmental or necessary Third Party consents or approvals of assignment of the Partnership Assets), quality, value, fitness for purpose or merchantability of the Partnership Assets; 4.9.2 Such indemnification obligations shall not limit the Limited Partnership's obligations (including indemnification obligations) under Section 2.2.1(a) hereof and the indemnities by the Shell Parties and/or the KM Parties contained herein shall have no application to any costs, losses or liabilities incurred by the Limited Partnership in connection with fulfilling any removal, abandonment and/or restoration obligations to the extent assumed by the Limited Partnership under Section 2.2.1(a); 4.9.3 The Shell Parties' combined financial obligations under Sections 4.5 and 4.6 shall not exceed, in the aggregate, $30,000,000; 4.9.4 The KM Parties' combined financial obligations under Sections 4.7 and 4.8 shall not exceed, in the aggregate, $7,500,000; 4.9.5 The Shell Parties shall not have any financial obligations under said Sections 4.5 and 4.6 unless and until the Limited Partnership has first paid $50,000 with respect to each individual Third Party Claim, Environmental Claim or Environmental Cleanup Liability for which the Target Indemnitors shall be liable pursuant Limited Partnership seeks to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”)deliver a Claim Notice; provided, however, that the Target Indemnitors this Subsection shall not otherwise act or be liable pursuant interpreted to Section 9.1(a) (i) for Losses in respect of limit the indemnification obligations contained within said Sections; 4.9.6 The KM Parties shall not have 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 more 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”), financial obligations under said Sections 4.7 and (ii) 4.8 unless and until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds Limited Partnership has first paid $500,000 (50,000 with respect to each individual Third Party Claim, Environmental Claim or Environmental Cleanup Liability for which the “Basket”), in which event the Parent Indemnitees shall be entitled Limited Partnership seeks to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereindeliver a Claim Notice; provided, however, 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 Subsection shall not apply in respect of claims for otherwise act or be interpreted to limit the indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 obligations contained in this Agreement shall be read as if such terms and phrases were not included in them.within said Sections; and

Limitations. Absent fraud (a) Notwithstanding anything to the contrary contained in this Agreement or intentional misrepresentationotherwise, after but subject to the Closingfollowing sentence, Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Person against or reimburse any Buyer Indemnified Person for any Loss pursuant to Section 8.2(a), unless (i) the applicable Buyer Indemnified Person has notified Seller in writing in accordance with Sections 8.4 or 8.5, as applicable, within the applicable survival period, if any, set forth in Section 8.1, (ii) such Loss exceeds $20,000 (and no single Loss of less than such amount shall be counted in calculating the aggregate amount of indemnifiable Losses for under Section 8.2(a)), and (iii) the aggregate of all Losses under Section 8.2(a) exceeds $1,000,000 (in which the Target Indemnitors event Seller shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (for the “Cap”entire amount of such Losses); provided, however, that in no event shall the Target Indemnitors shall not be liable pursuant aggregate liability of Seller under Section 8.2(a) exceed an amount equal to ten percent (10%) of the Base Consideration excluding Losses resulting from a breach of the representation set forth in the last sentence of Section 9.1(a3.11(a). Notwithstanding the foregoing, (x) (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 more claims reasonably related in subject matter or Loss arising out of the same facts or a series of related facts, circumstances or transactions shall be combined aggregated and considered a single “Loss” for purposes of determining whether the Threshold has been met (any such Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and exceed $20,000 pursuant to (ii) until above, (y) the aggregate amount of all Losses limitations in clauses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”i), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Lossesii) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 and (iii) above shall not apply to any breach by Target the Carve-Out Representations and (z) the cap on Losses subject to indemnification in the proviso of the representations previous sentence shall not apply to the Carve-Out Representations and the representation set forth in last sentence of Section 3.4(a3.11(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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the indemnification obligations pursuant to Sections 8.2(b), 8.2(c), 8.2(d), 8.2(e), 8.2(f) and 8.2(g) and Losses from claims arising out of or relating to fraud shall not be subject to the limitations contained set forth in the first sentence of this Section 9.5 8.6(a). (b) With respect to each representation or warranty that is Qualified, no such Qualification shall not apply in respect be permitted for the purpose of claims for indemnification made pursuant to Section 9.2. The computation determining whether an inaccuracy or breach of such representation or warranty has occurred or the amount of any Loss liability that is the subject of indemnification hereunder. All Losses 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 calculated without regard to any Qualification. (c) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to indemnify, defend or hold harmless any Buyer Indemnified Person against, or reimburse a Buyer Indemnified Person for, any Loss and to the tax costs, if any, that extent a liability for such Loss was reflected in the calculation of the Final Purchase Price as a result from of any adjustment to Base Consideration contemplated by Section 1.2. (d) The amount of any Loss for which indemnification payment is provided under this AgreementArticle VIII shall be net of any amounts actually recovered (net of costs to recover) under an insurance policy. All indemnification payments under this Agreement shallEach Party agrees that it will not seek punitive damages as to any matter under, 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 amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring arising out of this Agreement or the Transactions except to the terms “material”, “materiality”, “extent the Company is obligated to pay punitive damages (i) to a Governmental Authority or (ii) 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 terms and phrases were not included in themconnection with a Third Party Claim.

Limitations. Absent fraud or (i) The HD-Parties shall not be required to indemnify the Buyers under this Agreement until the aggregate amount of indemnifiable Losses under Section 13(a) exceed Two Hundred Fifty Thousand Dollars ($250,000) (the “Deductible”), at which point the HD-Parties shall be responsible for the Losses that may arise in excess of the Deductible. The Buyer shall not bring a Claim for indemnification under Section 13(a) for any item that involves a Loss of less than Twenty Five Thousand Dollars ($25,000). (ii) Except for actions based on fraud, intentional misrepresentation, criminal activity or for injunctive relief, the sole remedy of any party hereto with respect to any Claims pursuant to this Agreement shall be monetary damages determined pursuant to this Section 13. (iii) Any indemnification Claim shall be reduced, on a dollar-for-dollar basis, (but net of any taxes), by and to the extent that an Indemnitee (as hereinafter defined) shall actually receive proceeds under insurance policies, risk sharing pools, or similar arrangements or tax benefit actually received as a result of the subject matter of an indemnification Claim by such Indemnitee; provided, however, that such proceeds shall be disregarded for purposes of calculating the Deductible. (iv) Notwithstanding any other provision hereof, after the Closing, the aggregate amount of indemnifiable Losses Loss for which the Target Indemnitors HD-Parties shall be liable pursuant to under Section 9.1(a13(a) shall not exceed One Million One Hundred Twenty Five Thousand Dollars ($5,000,000 1,125,000) (the “HD-Parties Cap”); provided, however, that the Target Indemnitors . (v) No party shall not be liable pursuant to Section 9.1(a) under this Agreement for (i) for Losses in respect any Loss that represents the cost of any single breach if repairs, replacements or improvements to the amount extent they enhance the value of the repaired, replaced or improved asset above its value on the Closing Date, or that exceeds the reasonable cost of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”)repair or replacement, it being understood that the amount of two (2) or more 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”), and (ii) until consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits or similar items, other than those arising pursuant to a third party Claim. (vi) To the aggregate amount of all Losses (not including extent the Indemnitor discharges any Disregarded Losses) exceeds $500,000 (Claim for indemnification hereunder, the “Basket”), in which event the Parent Indemnitees Indemnitor shall be entitled subrogated to recover such Losses (other than Disregarded Losses) to the extent in excess all related rights of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themindemnified against third parties.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors Sellers shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 7.2 unless and until the Purchaser Indemnified Parties have suffered, incurred, sustained or become subject to Losses in excess of (the “Basket”) in the aggregate, in which case the Purchaser Indemnified Parties may bring a claim for all Losses and Sellers shall be required to pay or be liable for all such Losses from the first dollar. No Purchaser shall be liable to the Seller Indemnified Parties for indemnification under Section 7.3 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in Section 7.3 in excess of the Basket in the aggregate, in which case the Seller Indemnified Parties may bring a claim for all Losses and Purchasers shall be required to pay or be liable for all such Losses from the first dollar. In the event the Indemnifying Party assumes the defense of (or otherwise elects to negotiate or settle or compromise) any action or claim as described above, the Indemnified Party shall reimburse the Indemnifying Party for all costs and expenses incurred by the Indemnifying Party in connection with such defense (or negotiation, settlement or compromise) to the extent that such costs and expenses do not exceed the amount of the remaining Basket. (b) Notwithstanding the foregoing, the limitations set forth in Section 7.4(a) shall not apply to Losses based upon, arising out of any inaccuracy in or breach of (i) any Fundamental Representation or (ii) any representations and warranties contained in Section 3.5 (Taxes). (c) For purposes of this Article VII, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Business Material Adverse Effect, Purchaser Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (d) Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Sections 7.2(a), (b), (c) or (d), or Article VIII, (i) first, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instruction the Escrow Agent to disburse to Purchasers such amount from the Standard Escrow Amount and (ii) next, to the extent such obligation to indemnify exceeds the Standard Escrow Amount and/or the Standard Escrow Amount is otherwise unavailable, Sellers shall, jointly and severally, promptly pay to Purchasers or the Purchaser Indemnified Party, as applicable, any remainder of such excess. (e) Following the determination of any amount that Sellers shall be obligated to indemnify Purchasers or the Purchaser Indemnified Party, as applicable, pursuant to Section 9.1(a) 7.2(e), (i) for Losses in respect of any single breach first, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instruction the Escrow Agent to disburse to Purchasers such amount from the Special Escrow Amount (or, at Purchaser Representative’s sole election, from the Standard Escrow Amount 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 more 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”Special Escrow Amount is insufficient to cover such obligation to indemnify), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”)next, in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess such obligation to indemnify exceeds the Special Escrow Amount and/or the Special Escrow Amount is otherwise unavailable, Sellers shall, jointly and severally, promptly pay to Purchasers or the Purchaser Indemnified Party, as applicable, any remainder of such excess. (f) In no event shall an Indemnifying Party be liable to the other Indemnified Party for any punitive damages, unless such damages are actually awarded to a Governmental Authority. (g) The representations, warranties and covenants of the BasketIndemnifying Party, but not exceeding and the Cap. The limitations in this Section 9.5 Indemnified Party’s right to indemnification with respect thereto, shall not apply to be affected or deemed waived by reason of any breach investigation made by Target or on behalf of the representations Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 3.4(a). Absent fraud 6.2 or intentional misrepresentation6.3, after as 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themcase may be.

Limitations. Absent (a) Except for (i) claims based on fraud or intentional misrepresentationKnowing Misrepresentation and (ii) claims based on a breach of any of the Fundamental Representations, the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under Section 7.1(b) from any Seller. Notwithstanding the foregoing, the Buyer shall not attempt to collect any Damages directly from any Seller (other than on account of Sections 7.1(a), 7.1(c) or 7.1(e)) unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. (b) Notwithstanding anything to the contrary herein, except for claims based on fraud or a Knowing Misrepresentation, claims related to Taxes, claims arising under Sections 7.1(i)-(j) and claims arising under Article IX, the aggregate liability of each Seller for Damages under this Article VII shall not exceed the amount of the Purchase Price such Seller is entitled to receive pursuant to this Agreement. (c) No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (d) Except with respect to claims based on fraud or a Knowing Misrepresentation, claims arising under Article IX, and claims for specific performance and other equitable relief, after the Closing, the aggregate amount rights of indemnifiable Losses for which the Target Indemnitors Buyer under this Article VII shall be liable pursuant to Section 9.1(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 more claims reasonably related in subject matter or arising out exclusive remedy of the same facts Buyer with respect to claims resulting from or circumstances shall be combined for purposes relating to any misrepresentation, breach of determining whether the Threshold has been met (warranty or failure to perform any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess covenant or agreement of the Basket, but not exceeding the Cap. The limitations Company or any Seller contained in this Section 9.5 shall not apply Agreement. (e) Any payments made to any breach by Target of the 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 a Party pursuant to this Article IX and subject VII or pursuant to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any Loss Escrow Agreement 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 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 Adjusted Purchase Price for Tax purposes to the RPS Securityholders. extent permitted by Law. (f) For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1this Article VII, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material,” “materially”, “materiality”, “in all material respects”, “Material Adverse Effect” or any and other similar term or phrase qualifications shall be disregarded, it being the understanding disregarded and deemed not be included in any representation or warranty of the parties that for purposes of determining liability under Section 9.1, Company or the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themSellers.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 Any Claim shall be offset or reduced by the amount of any insurance proceeds or net tax benefits , hereinafter "Tax Benefits") received by any party to such Losses does not exceed a $20,000 minimum value per claim Claim. (ii) Notwithstanding the “Threshold”)foregoing, it being understood that in no event shall the amount of two liability of Seller and Stockholders to Buyer for breach of any representation, warranty, indemnity or covenant or otherwise under, or arising in connection with, this Agreement (2including, without limitation the indemnification set forth above and the obligations under all exhibits hereto) exceed an amount equal to (x) $1,500,000 (after deducting any insurance proceeds and Tax Benefits received therefrom), in aggregate, or more (y) $1,000,000 (after deducting any insurance proceeds and Tax Benefits received therefrom), for all matters other than claims reasonably related arising out of project work (excluding, in subject matter clauses (x) and (y), matters set forth in the last sentence of this paragraph). The liability, if any, of the Stockholders to the Buyer pursuant to this Section 6.4 shall be joint and several. However, nothing in this Section 6.4 shall limit, in any manner (whether by time, amount, procedure or otherwise), any remedy at law or in equity to which a party may be entitled as a result of, (x) actual fraud by the other party, including any wilful failure to disclose matters that should have been disclosed pursuant to Article 2 hereof; or (y) any Claim resulting or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met Seller's Datablade project with Informix Corporation. (any Losses iii) Except as provided in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and subsection (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”)above, in which event the Parent Indemnitees this section 6.4 shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ sole and exclusive right to monetary damages shall be solely remedy and recourse (and corresponding liability for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 arising from a Claim, cause of determining liability under Section 9.1action, the representations any other claim, or right of nature against a party or any or its officers, directors, employees, agents and warranties of the parties contained representatives. (iv) Buyer and Seller shall act in this Agreement shall be read as if such terms good faith and phrases were not included in thema commercially reasonable manner to mitigate any Claims and damages they may suffer.

Limitations. Absent fraud (a) Notwithstanding anything to the contrary set forth in this Agreement, the Buyer Indemnitees shall not be indemnified or intentional misrepresentation, after the Closing, held harmless for any Losses arising under Section 6.02(a) until the aggregate amount of indemnifiable all Losses for which the Target Indemnitors shall be liable all Buyer Indemnitees are otherwise entitled to indemnification pursuant to Section 9.1(a6.02(a) exceeds an amount equal to ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) (the “Deductible”), whereupon the Buyer Indemnitees shall only be indemnified and held harmless for Losses in excess of the Deductible 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 (ii) Seller’s maximum aggregate liability to the Buyer Indemnitees for any and all 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) shall not exceed ONE MILLION DOLLARS ($5,000,000 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 the “Escrow Period”); provided, however, that the Target Indemnitors Escrow Period shall not be liable pursuant terminate with respect 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 Escrow Shares (the “ThresholdRemaining Escrow Shares”)) that are subject to any claim that is pending against the Escrow Shares as of such date and time and, it being understood that solely with respect to all such claims, the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances Escrow Period shall be combined for purposes of determining whether extended until such date and time as all such claims are resolved or finally determined in accordance with this Agreement and the Threshold has been met Escrow Agreement. (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (iic) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 General Cap shall not apply to Losses incurred by any Buyer Indemnitee in connection with any misrepresentation or breach by Target of the representations 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 Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely this Agreement (for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, subject to the limitations contained General 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 Section 9.5 shall not apply in respect of claims Agreement, for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 this Article VI only, (i) whether there has been any misrepresentation or breach of a warranty made under Article II or Article III has occurred and (ii) the amount of any Losses related to any such misrepresentation or breach shall, in each case, be determined without regard to any “materiality,” “material,” “material respects,” or other similar unquantified qualification of magnitude contained in or otherwise applicable to such representation or warranty warranty. (f) Subject to the limitations set forth in this Agreement, Seller Indemnitees shall be indemnified and held harmless for purposes 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 9.14.04 (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 resulting therefromsubject to indemnification under this Article VI, all qualifications 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 Indemnitee will use commercially reasonable efforts to seek recovery from third parties who may be responsible, in whole or exceptions therein relating in part, for Losses suffered by such Indemnitee and to or referring make claims under insurance policies providing coverage with respect to Losses suffered by such Indemnitee. Each party hereto waives, to the terms “material”extent permitted under its applicable insurance policies, “materiality”, “any subrogation rights that its insurer may have with respect to any indemnifiable Losses. If any Indemnitee receives any insurance or third party recoveries after the Indemnitor has paid the Indemnitee under any indemnification provision of this Agreement in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding respect of the parties that for purposes of determining liability under Section 9.1Loss, the representations Indemnitee must promptly notify the Indemnitor and warranties pay to the Indemnitor the value of such benefit or the parties contained 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 premiums resulting from such claim), up to the amount paid by the Indemnitor to the Indemnitee in respect of such claim. (h) Each party entitled to indemnification must use commercially reasonable efforts to mitigate any Loss for which that party seeks indemnification pursuant to this Agreement, provided, that nothing in this Agreement Section 6.04(h) shall be read as if such terms and phrases were not included in themlimit any party’s right of indemnification or recovery for any Loss for which indemnification is available under this Agreement.

Limitations. Absent fraud (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Thomson Learning for Damages under Section 7.1(a) shall not exceed $57,000,000; (ii) Thomson Learning shall not be liable under Section 7.1(a) unless and until the aggregate 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 $3,000,000); and (iii) no Damages may be claimed under Section 7.1(a) by the Buyers or intentional misrepresentationshall 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 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 representations and warranties of the Sellers in Article II (other than Sections 2.6(a) and 2.7(a)) shall be construed as if the term "material" and any reference to "Business Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (b) 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 the 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, 3.2, 3.6 or 3.8. (c) Except with respect to claims based on fraud, after the Closing, the aggregate 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 misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (d) The amount of indemnifiable Losses for which any Damages payable under this Article VII by the Target Indemnitors Indemnifying Party shall be liable pursuant 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 Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); providedan indemnification payment by any Indemnifying Party, however, and provided that the Target Indemnitors Indemnified Party has collected all sums due from the Indemnifying Party, then the amount of Damages to be recovered by the Indemnified Party shall be recalculated, taking into account the limitations of this Section 7.5, as if such insurance proceeds had been made prior to collection of any Damages under this Agreement and any excess Damages previously collected after such recalculation 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. (e) The Buyers 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) make any claim for indemnification with respect to any matter to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 such matter has been taken into consideration in determining any misrepresentation Purchase Price adjustment or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or whether 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 terms and phrases were not included in themPurchase Price adjustment is made.

Limitations. Absent fraud or intentional misrepresentation(a) Notwithstanding anything to the contrary herein, after the Closing, (i) the aggregate amount liability of indemnifiable Losses ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for which Damages under Section 6.1(a), (A) if resulting from any claim by a person or entity other than the Target Indemnitors shall be liable pursuant Buyer made prior to Section 9.1(a) the date the Buyer files or should have filed after giving effect to any extensions granted by the appropriate governmental agency its financial statements for its fiscal year ending December 31, 2003 with the Securities and Exchange Commission (the "Second Fiscal Year Date"), shall not exceed the Merger Consideration less $5,000,000 10,000,000 of the Initial Merger Consideration, (B) if resulting from any other claim by the “Cap”); providedBuyer from the Closing Date through the Second Fiscal Year Date, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(aexceed the Merger Consideration less $20,000,000 of the Initial Merger Consideration and (C) (i) for Losses in respect of any single breach if claimed after the amount of such Losses does Second Fiscal Year Date shall not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out aggregate of the same facts Escrowed Consideration and the Earnout Consideration whether 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”)previously paid, and (ii) until ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be liable under Section 6.1(a) for only that portion of the aggregate amount of all Losses (not including any Disregarded Losses) Damages for which he would otherwise be liable which exceeds $500,000 (250,000; provided that the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations limitation set forth in this Section 9.5 sentence shall not apply to any a claim pursuant to Section 6.1(a) relating to a breach by Target of the representations and warranties set forth in Section 3.4(a). Absent fraud Sections 2.1, 2.2 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 Securityholders2.3. For purposes solely of determining whether there has been this Article VI, all representations and warranties of the Company in Article II (other than Section 2.35) shall be construed as if the term "material" and any reference to "Company Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 6.2 with respect to any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining shall not exceed the amount of Losses resulting therefromMerger Consideration for which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ would be liable under Section 6.5(a) above if such claim had been a claim brought by the Buyer, all qualifications or exceptions therein relating to or referring to and (ii) the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase Buyer shall be disregarded, it being the understanding of the parties that for purposes of determining liability liable under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in them.6.2 with respect to any

Limitations. Absent fraud The party(ies) 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 following limitations: a. The Indemnifying Parties shall not be required to provide indemnification with respect to any Losses under Section 7.2(a)(i) or intentional misrepresentationSection 7.2(b)(i), after as the Closingcase may be, unless and until the aggregate amount of indemnifiable Losses for in respect of indemnification claims under Section 7.2(a)(i) or Section 7.2(b)(i), as applicable, exceeds $200,000 (the “Basket Amount”), at which point, the Target Indemnitors Indemnifying Parties shall be liable pursuant required to provide indemnification in respect of the full amount of Losses from the first dollar; provided, however, that the limitation set forth in this Section 9.1(a7.3(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 $5,000,000 4,042,500 (the “General Representations Cap”); provided, however, that the Target Indemnitors limitation set forth in this Section 7.3(b)(i) shall not be liable pursuant applicable to Section 9.1(a) (i) claims for Losses Fraud, intentional misrepresentation or willful breach, or claims arising from inaccuracies 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 more claims reasonably related in subject matter or arising out breaches of the same facts Fundamental Representations 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”), and (IP Representations; ii) until . the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (required to be paid by the “Basket”), in which event Seller Indemnifying Parties to the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded LossesIndemnified Parties under Section 7.2(a)(i) with respect to the extent in excess IP Representations, shall not exceed fifty-five percent (55%) of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinFinal Merger Consideration actually received; provided, however, that the limitation set forth in this Section 9.5 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) under Section 7.2(a)(i) with respect to the Fundamental Representations, and (B) under Sections 7.2(a)(ii) through 7.2(a)(viii) (in no way limits any party’s rights each case, when such Losses are aggregated with all other Losses recovered by the 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 7.3(b)(iii) shall not be applicable to applicable equitable remediesclaims for Fraud, intentional misrepresentation or willful breach; and iv. For the avoidance of doubtexcept with respect to claims for Fraud, intentional misrepresentation or willful breach, the limitations aggregate amount required to be paid 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. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 7.3 or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 elsewhere in this Agreement shall limit or be read as if construed to limit the rights of any Indemnified Party to make or with respect to, or 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 terms and phrases were not included in themperson who committed such Fraud, intentional misrepresentation or willful breach. d. Nothing herein shall limit the liability of a Equityholder for any Fraud, intentional misrepresentation, or willful breach or misconduct committed by such Equityholder.

Limitations. Absent 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 (US$150,000) (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 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 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 its own breach. For the purpose of this Section 9.3 and Section 9.5, a misrepresentation shall be deemed to be intentional or fraudulent only with respect to 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 liable to the Company Indemnitees after the Closing, the aggregate Closing in an amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themIndemnification Escrow Fund.

Limitations. Absent (a) Notwithstanding anything to the contrary contained in this Agreement: (i) the Seller shall not be liable for any claim for indemnification pursuant to Section 6.2(a) through (c) unless and until the aggregate amount of indemnifiable Damages which may be recovered from the Seller pursuant to Section 6.2(a) through (c) equals or exceeds USD 750,000, in which case the Seller shall be liable only for the Damages in excess of such amount, (ii) except in the case of fraud or intentional misrepresentation, after the Closing, maximum liability of the Seller for indemnification pursuant to Section 6.2(a) through (c) for the aggregate amount of indemnifiable Losses all Damages shall in no event exceed USD 15,000,000 and the maximum liability of the Seller for which the Target Indemnitors shall be liable indemnification pursuant to Section 9.1(a6.2(d) shall not in no event exceed $5,000,000 ******, (iii) no Damages may be claimed under Section 6.2(a) through (c) by any Buyer Indemnified Party or shall be reimbursable by or shall be included in calculating the “Cap”)aggregate Damages set forth in clause (i) above other than Damages in excess of USD 15,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances, (iv) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, any Ancillary Agreement or any other document, certificate, schedule or instrument required to be delivered or executed in connection herewith or therewith; provided, however, that fees payable to the Target Indemnitors Seller pursuant to the Transition Services Agreement shall not be deemed incidental, consequential, special or indirect damages or be deemed revenue, profit or income, the loss of which is not subject to indemnification pursuant to the Agreement, and (v) in the event the Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, any Ancillary Agreement or any other document, certificate, schedule or instrument required to be delivered or executed in connection herewith or therewith, no Buyer Indemnified Party shall have any claim or recourse against the Seller or its directors, officers, employees, Affiliates, controlling persons or Representatives with respect to such breach, under this Article VI or otherwise. (b) In addition and not in limitation of the foregoing, the Seller shall not be liable pursuant for any claim and the Buyer shall not be entitled to Section 9.1(a) bring any claim if and to the extent that (i) for Losses in respect the payment or settlement of any single breach if kind giving rise to the amount claim results in a tax benefit to the Swiss Companies or the Buyer (including the net present value (using a 4% discount rate) of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”any Tax benefit arising in subsequent taxable years), it being understood (ii) the matter to which the claim relates was disclosed in this Agreement or in the Disclosure Schedules, (iii) a claim results from or is increased by the passing of, or any change in, after the Closing Date, any Law or established administrative practice of any Governmental Authority including (without prejudice to the generality of the foregoing) any increase in the rates of Taxes or any imposition of Taxes or any withdrawal or relief from Taxes not actually in effect on the Closing Date, (iv) the claim results from a failure of the Buyer or any Swiss Company to mitigate in a reasonable manner damages (including failure to claim from a third party or under any insurance policy), (v) the procedures set forth in Section 6.5 were not complied with by the Buyer or another Buyer Indemnified Person, (vi) as of the Closing Date any of the Swiss Companies have applicable recorded reserves for the relevant Damages, (vii) the Buyer, any other Buyer Indemnified Party or any Swiss Company is entitled to any insurance or other recoveries payable to any Buyer Indemnified Party in connection with the facts giving rise to the right of indemnification, or (viii) the Seller has remedied the relevant breach within 30 days after the receipt by the Seller of a notice from the Buyer with respect to such breach. (c) Notwithstanding any provisions to the contrary in this Agreement, (i) the Buyer acknowledges that the amount Buyer has not relied in any way on the representations or warranties set forth in any of two (2Sections 3.8(b) and 3.8(e) or more claims reasonably related the information provided 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”), March Financials and (ii) until the aggregate amount of all Losses (Seller shall have no Liability under this Agreement or otherwise, and the Buyer shall not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Lossesexercise any legal or equitable remedies, in each with respect to any inaccuracy or breach by the Seller of provisions of any of Sections 3.8(b), 3.8(e) or 5.15 or any inaccuracy with respect to the extent in excess of March Financials. (d) Without limiting the Basketforegoing, the Buyer and the Seller shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that the Buyer or the Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if the Buyer or the Seller, as the case may be, had made such efforts. (e) Promptly, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentationno event later than five Business Days, after receipt by Buyer or its Affiliates of any termination notice with respect to or related to the ClosingInvestment Agreement or the Landlord Notice, the Parent Indemnitees’ exclusive right to monetary damages Buyer shall be solely for indemnification pursuant to this Article IX and subject forward such notice to the applicable limitations contained herein; provided, however, Seller. Neither the Buyer nor its Affiliates shall agree to a termination of any Amcis Property Agreement that this Section 9.5 could result 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 an indemnifiable event pursuant to Section 9.2. The computation of the amount of any Loss 6.2(d) without Seller's prior written consent, which shall not 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themunreasonably withheld.

Limitations. Absent fraud or intentional misrepresentation(a) Except as otherwise set forth herein, after the Closing, (i) the aggregate amount Liability of indemnifiable Losses the Indemnifying Securityholders for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) Damages under this Article VI 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 more 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”), Escrow Fund and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees no Indemnified Party shall be entitled to recover indemnification pursuant to this Article VI unless and until all Damages hereunder exceed One Hundred Thousand Dollars ($100,000) (the “Threshold Amount”) whereupon the Indemnified Parties shall be entitled to be indemnified only for such Losses (other than Disregarded Losses) to the extent Damages in excess of the Basket, but not exceeding Threshold Amount; provided (A) that the Cap. The limitations set forth in this Section 9.5 6.4 shall not apply to any claim pursuant to Section 6.2(a) relating to a breach by Target of of, inaccuracy in the representations and warranties set forth in Section 3.4(a2.1 (Organization, Qualification and Corporate Power). Absent fraud or , Section 2.2 (Capitalization), Section 2.3 (Authorization of Transaction), Section 2.21(d) (Employees), Section 2.29 (Broker’s Fees) claims pursuant to Section 6.2(c), Section 6.2(d), Section 6.2(e), Section 6.2(f) and claims for intentional misrepresentation, after the Closingwillful misconduct or fraud (collectively, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 “Excepted Matters”). (b) Solely for purposes of determining the amount of Losses resulting therefromDamages pursuant to this Article VI (but not for purposes of determining whether a breach or inaccuracy has occurred), all qualifications or exceptions therein relating to or referring to representations and warranties of the Company set forth in Article II shall be construed as if the terms “material”, “materiality”, ” or “in all material respects”, ” and any reference to “Company Material Adverse Effect” or any similar term or phrase (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 Matters shall be disregardedmade first by resort to the Escrow Fund, it being and second, if the understanding 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 Matters, by seeking recourse to each Indemnifying Securityholder, severally and not jointly in accordance with each such Indemnifying Securityholder’s Pro Rata Portion. (d) All Damages recovered by the Indemnified Parties from the Escrow Fund shall be allocated among the Indemnifying Securityholders in accordance with their Pro Rata Portion. Notwithstanding anything to the contrary herein, except for claims for intentional misrepresentation, willful misconduct or fraud, 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 amounts held in the Escrow Fund) is actually paid to such Indemnifying Securityholder) pursuant to this Agreement. (e) Notwithstanding anything to the contrary herein, the aggregate Liability of Buyer for Damages hereunder shall not exceed the Merger Consideration. (f) Except with respect to claims for intentional misrepresentation, willful misconduct or fraud, after the Closing, the rights of the Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any breach of, inaccuracy in, nonperformance or noncompliance with such representation, warranty, certification, covenant, agreement or other obligation contained in this Agreement; provided, however nothing herein shall be construed to limit the remedies available to, or the amount of Damages recoverable by, Buyer for breach of any of the Ancillary Agreements by any of the parties thereto other than the Company. (g) The amount of any Damages payable by the Indemnifying Securityholders pursuant to this Article VI shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party with respect to the Damages (net of any insurance premium increases or other costs incurred by the Indemnified Party in respect of such insurance proceeds); provided that nothing set forth in this Section 6.4(g) shall require the Indemnified Party to make an insurance claim with respect to such Damages. (h) No Indemnifying Securityholder 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, warranties, covenants or agreements. (i) No Indemnified Party shall be entitled to be indemnified for purposes of determining liability under Section 9.1special, punitive or exemplary Damages (collectively, “Special Damages”) unless such Indemnified Party is required to pay Special Damages to a third party in which case such Special Damages shall constitute Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article VI. No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant, agreement or condition specifically waived in writing by the representations and warranties other party at the Closing or (ii) any Damages if such Damages were included in the calculation of the parties contained Merger Consideration pursuant to Section 1.5 or in this Agreement shall be read as if such terms and phrases were not included the calculation of the Estimated Adjusted Working Capital or the Final Adjusted Working Capital pursuant to Section 1.6 (in themeach case, to the extent so included).

Limitations. Absent fraud or intentional misrepresentation(i) Notwithstanding anything to the contrary in this Agreement, after the Closing, no Purchaser Indemnitee shall be entitled to indemnification for any Losses arising solely from a claim for indemnification pursuant to subsection (a)(i) above until the aggregate amount of indemnifiable all Losses under all claims of all Purchaser Indemnitees for all such breaches shall exceed One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) (the “Basket”), at which the Target Indemnitors time all Losses incurred shall be liable subject to indemnification hereunder (subject to subsection (c)(ii) below) including the amount of the Basket. Notwithstanding anything to the contrary in this Agreement (but subject to the proviso in this sentence), Seller’s aggregate Liability for indemnification pursuant to Section 9.1(asubsection (a)(i) above shall not exceed Sixteen Million Two Hundred and Fifty Thousand Dollars ($5,000,000 (the “Cap”16,250,000); provided, however, that notwithstanding the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if foregoing, 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations set forth above in this Section 9.5 subsection shall not apply with respect to any claim for indemnification based on fraud, intentional misrepresentation, or any inaccuracy in or breach by Target of any Fundamental Representation, for which Seller’s Liability for indemnification, together with any Liability otherwise pursuant to subsection (a)(i), pursuant to subsections (a)(ii) through (a)(iv) and the representations set forth in Section 3.4(a). Absent immediately following proviso, shall not exceed the Purchase Price, unless the claim is of fraud or intentional misrepresentation, after in which case it is not limited, provided further that notwithstanding the Closingforegoing, the Parent Indemnitees’ exclusive right limitations set forth above in this subsection shall not apply with respect to monetary damages any claim for indemnification based on any inaccuracy in or breach of the representations contained in Section 2.7(b), for which Seller’s Liability for indemnification, together with any Liability otherwise pursuant to subsection (a)(i) and the immediately preceding proviso, shall be solely not exceed Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000). (ii) Seller’s Liability for indemnification pursuant to subsections (a)(ii) through (iv), together with any Liability for indemnification pursuant to subsection (a)(i), in the aggregate, shall not exceed the Purchase Price, unless the claim is of fraud or intentional misrepresentation, in which case it is not limited. (iii) A Purchaser Indemnitee’s right to indemnification under this Article IX based on any inaccuracy in or breach of any representation or warranty in Article II (which constitute the only representations and subject warranties made by Seller in connection with the Purchased Assets, the Assumed Liabilities and the Business) shall not be diminished or otherwise affected in any way as a result of such Purchaser Indemnitee’s knowledge of such inaccuracy, breach or untruth as of the date hereof, regardless of whether such knowledge exists as a result of the Purchaser Indemnitee’s investigation or as a result of disclosure by Seller or any of its Affiliates, unless such disclosures were set forth in this Agreement or in any applicable Schedule hereto. (iv) The amount of any Losses for which indemnification is provided under this Article shall be net of the amounts of any insurance proceeds which an Indemnitee actually receives with respect to the applicable limitations contained herein; providedany such Losses (net of cost or recovery, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remediesdeductibles and premium increases). For the avoidance of doubt, in no event shall Seller have any Liability to any Purchaser Indemnitee for the limitations contained in same Losses under more than one provision of this Section 9.5 Article VIII. (v) Each party shall take all reasonable steps to mitigate any of its Losses, including evaluation of any insurance policies and other collateral sources that would reasonably be applicable to such Loss. (vi) Notwithstanding any other provision of this Agreement, Seller and its Affiliates shall not apply be responsible for, or have an indemnification obligation with respect to, any Taxes (other than those allocated to Seller and its Affiliates in respect Section 5.4(a) and Section 5.4(b)) imposed on Purchaser or any of claims its Affiliates arising from or attributable to Purchaser’s operation of the Business or the use or ownership of the Purchased Assets or Seller Licensed Intellectual Property in a Post-Closing Tax Period. (vii) Notwithstanding any other provision of this Agreement, Seller shall have no Liability under this Article to any Purchaser Indemnitee for indemnification made a breach of Section 2.18(b) to the extent that the Losses that result from such breach constitute warranty obligations that are Excluded Liabilities and that are subject to Section 5.9 and are actually paid by Seller to Purchaser pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them5.9.

Limitations. Absent fraud or intentional misrepresentation, after Notwithstanding anything to the Closingcontrary in Section 12.1(a), the aggregate amount following limitations to the indemnity obligations of indemnifiable the Company and the Sellers shall apply: (i) Until the Initial Closing shall have occurred, the Company shall only be responsible for any Losses for 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 $50,000, in which case the Target Indemnitors Company shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”)responsible for all Losses in excess thereof; provided, however, that the Target Indemnitors foregoing limitations shall not be liable pursuant 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 9.1(a4.3 (Capitalization), Section 4.30 (No Broker) or Section 5.1 (Title to Interests) (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 more claims reasonably related in subject matter or arising out of the same facts or circumstances Company and Sellers, on a several and not joint basis, shall be combined responsible for purposes such Losses from the first dollar without the application of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”threshold or deductible), and . (ii) until From and after the aggregate amount 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 (not including any Disregarded Losses) exceeds attributable to such breaches or inaccuracies exceed $500,000 (the “Basket”)500,000, in which event case the Parent Indemnitees Company shall be entitled to recover such responsible for all Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinthereof; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the foregoing limitations contained in this Section 9.5 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 respect Section 4.3 (Capitalization), or Section 4.30 (No Broker) (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 claims any threshold or deductible). (iii) The Principal Sellers shall only be responsible for indemnification made pursuant any Losses which are attributable to a breach or inaccuracy described in Section 9.212.1(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 Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), Section 4.9 (Compliance with Laws), Section 4.18 (Title; Liens), Section 4.22 (Environmental Protection), Section 4.23 (Employee Benefit Plans), Section 4.30 (No Broker), Section 5.1 (Title to Interests) or Section 5.6 (No Broker) (it being understood that the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for such Losses from the first dollar without the application of any deductible). The computation of the amount maximum aggregate liability of any Loss shall be done on an after-tax basis that takes into account Principal Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) is the tax benefits, if any, that result from the Loss and the event giving rise total purchase price paid to the Loss and the tax costs, if any, that result from any indemnification payment such Principal Seller under this Agreement. All indemnification payments 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 shallAgreement, except as otherwise required by Federal income tax law, be treated provided however that the maximum aggregate liability of any Seller for Federal income tax purposes as an adjustment any Losses which are attributable to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation a breach or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “inaccuracy 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 Company contained in Section 4.9 (without regard to the 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 for lost profits, consequential, exemplary or special damages; provided, however, that each Buyer Indemnitee shall be entitled to indemnification for punitive damages, or for lost profits, consequential, exemplary or special damages that are payable to third parties and constitute a part of such Buyer Indemnitee’s Losses; provided, further, that nothing contained herein shall be deemed to limit the right of any 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. (vi) For purposes of clarification, each Principal Seller’s indemnity obligations under this Agreement shall will be read as several, and not joint, based on such Principal Seller’s Indemnification Percentage. For purposes of example, if there is an indemnity claim for a breach of a representation made by the Company at the Initial Closing, (subject to the limitations set forth herein), a Principal Seller will be responsible only for that portion of Losses relating to the indemnity claim based on such terms and phrases were not included in themPrincipal Seller’s Indemnification Percentage of such Losses. (vii) In no event will the indemnity obligation of any Seller exceed the amount of proceeds received by such Seller hereunder.

Limitations. Absent fraud or intentional misrepresentation, after (a) Notwithstanding anything to the Closingcontrary contained in this Agreement, the aggregate amount of indemnifiable Losses for which following limitations shall apply to indemnification claims under this Agreement: (i) the Target Indemnitors Seller shall be liable pursuant with respect to claims under Section 9.1(a6.1(a) if the aggregate Adverse Consequences exceed Fifty Thousand Dollars ($50,000) at which point the Seller shall be liable for such Adverse Consequences from the first dollar of Adverse Consequences; provided that this Section 6.5(a)(i) shall not apply to breaches of the Critical Representations or to any breach of any representation or warranty of which the Seller had knowledge at any time prior to the date on which such representation or warranty is made; (ii) the aggregate liability of the Seller for all Adverse Consequences under Section 6.1(a) shall not exceed $5,000,000 an amount equal to twenty five-percent (the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a25%) (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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in Adjusted Closing Payment; provided that this Section 9.5 6.5(a)(ii) shall not apply to any breach by Target breaches of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after Critical Representations; (iii) the Closing, the Parent Indemnitees’ exclusive right Buyer shall not be entitled to monetary damages shall be solely make any claim for indemnification pursuant with respect to this Article IX and subject any matter to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights extent the Closing Payment has been adjusted 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 reflect such matter pursuant to Section 9.2. The computation of 1.4; and (iv) the amount of any Loss Adverse Consequences for which a Party is entitled to indemnification as provided under this Article VI shall be done on an after-tax basis that takes into account calculated net of any accruals, reserves or provisions therefor reflected in the tax benefits, if any, that result from the Loss and the event giving rise to the 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. Final Closing Statement. (b) For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1this Article VI, and including for purposes of determining the amount of Losses Adverse Consequences resulting therefrom, all qualifications and exceptions contained herein in any representation or exceptions therein warranty relating to materiality or referring to the terms “material”, “materiality”, “in all material respects”, “Business Material Adverse Effect” or any similar term or phrase Effect shall be disregarded. (c) In no event shall any Indemnifying Party be responsible or liable for any Adverse Consequences or other amounts under this Article VI that are consequential, in the nature of lost profits, special or punitive or otherwise not actual damages. Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Adverse Consequences for which indemnification is provided to it under this Article VI. (d) The amount of Adverse Consequences recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Adverse Consequences to which such indemnity claim relates, from an insurance carrier. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any damages or any indemnification obligations with respect to damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for damages for which it has already received an indemnification payment from the Indemnifying Party, it being shall pay to the understanding Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VI with respect to such claim plus the amount of the parties that insurance payments received, over (B) the amount of damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VI. (e) Except with respect to claims for purposes equitable relief, including specific performance, made with respect to breaches of determining liability under Section 9.1, the representations and warranties of the parties any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VI and under Article VII shall be read the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 6.1, Section 6.2 or Article VII 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. (f) No limitations on indemnification in this Agreement, whether with respect to the time for asserting a claim or as if such terms and phrases were not included to any limits on the amount of Adverse Consequences, shall apply in themthe case of fraud.

Limitations. Absent fraud or intentional misrepresentation, after (a) The Buying Companies and the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 more claims reasonably related in subject matter or arising out other members of the same facts Buyer Group may not assert any claim for indemnification under this Article (a "Buyers Claim") with respect to the breach of or circumstances shall be combined for purposes inaccuracy in any representation or warranty in Section 5.5 through Section 5.13 and Section 5.15 through the end of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), Article 5 unless and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds such Buyers' Claims give rise to Damages that exceed US $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) 10,000,000 and then only with respect to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinsuch aggregate Buyers' Claims over US $10,000,000; provided, however, that this Section 9.5 14.4 shall not apply to (i) any indemnification by Grace for any Damages asserted against, imposed upon or incurred by the breach or inaccuracy in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations representations and warranties contained in Section 5.17 (Brokers). (b) The dollar thresholds set forth in this Section 9.5 shall not apply in respect of claims have been negotiated for indemnification made pursuant to Section 9.2. The computation the special purpose of the amount provision to which they relate, and are not to be taken as evidence of the level of "materiality" for purposes of any Loss shall statutory or common law which may 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 applicable to the Loss and transactions contemplated by this Agreement under which a level of materiality might be an issue. (c) Any payment by Buyer (or a Member of the tax costs, if any, that result from any indemnification payment Buyer Group) or Grace (or a Member of the Grace Group) under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, Article 14 will be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided Total Purchase Price; provided, however, that to the RPS Securityholders. For extent it cannot be so characterized for tax purposes or if such indemnification occurs after the expiration of determining whether there has been the statute of limitations for the 1996 taxable year, the recipient of any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 such payment shall be disregarded, it being entitled to an additional payment to cover Taxes on the understanding payment less any allowable Tax deductions attributable to payment 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 terms and phrases were not included in themindemnified claim.

Limitations. Absent fraud or intentional misrepresentation(i) Notwithstanding anything in this Agreement to the contrary, after (A) the Closing, Company and the Seller Members will not be liable to any Buyer Party for any Losses under Section 6.2(a)(i) (1) unless and until the aggregate amount of indemnifiable the Losses for relating to all such claims exceeds three hundred thousand dollars ($300,000) (the “Threshold”), at which time the Target Indemnitors Company and the Seller Members shall be liable pursuant to Section 9.1(afor the amount of all such Losses from the first dollar in accordance with the terms hereof; provided, however, that (x) the Company and the Seller Members shall not exceed have any liability for any claim (or series of related claims) that involves Losses of less than $5,000,000 5,000 (the “De Minimis Amount”) and (y) any claim (or series of related claims) that involves Losses of less than the De Minimis Amount shall not apply towards the satisfaction of the Threshold or the Cap (as defined herein), and (2) to the extent that the aggregate liability of the Company and the Seller Members for all such Losses exceeds two million seven hundred seventy-five thousand dollars ($2,775,000) (the “Cap”); provided, however, that none of the Target Indemnitors Threshold, the Cap or the De Minimis Amount shall apply to the Losses resulting from breaches of the Buyer Fundamental Representations, and (B) the aggregate liability of each Seller Member under this Section 6.2 shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if exceed the amount of the Purchase Price actually received by such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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”), and Seller Member. (ii) until No Seller Member shall be liable for the aggregate amount breach of all Losses any representation, warranty or covenant made by any other Seller Member. (not including any Disregarded Lossesiii) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees No Buyer Party shall be entitled to recover or make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits or diminutions in value, in each case, suffered by such Losses Buyer Party. (other than Disregarded Lossesiv) to In determining the extent in excess liability of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 a Party for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided6, however, 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 pursuant to Section 9.2. The computation of the amount of any Loss shall be done on deemed to have been sustained to the extent of any proceeds previously received by such Party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) or other recovery from a third party (net of all out-of-pocket costs directly related to such recovery). If an after-tax basis amount is actually recovered from an insurance carrier or other third party after a payment has been made by the Indemnifying Party pursuant to this Article 6, then the party receiving such amount shall promptly remit such amount to the Indemnifying Party. (v) The Buyer Parties will use commercially reasonable efforts to mitigate any Losses upon becoming aware of any event, fact or circumstance that takes into account the tax benefitswould reasonably be expected to, if anyor does, that result from the Loss and the event giving give rise to the 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themLoss.

Limitations. Absent (i) Subject to the remedies and adjustments set forth in Sections 2.6 and 9.5, Buyer shall not be entitled to indemnification pursuant to Sections 9.3(a)(i) or 9.3(a)(ii) for Damages which exceed, in the aggregate, the Escrow Amount (the “Cap”). Seller shall not be entitled to indemnification pursuant to Sections 9.3(b)(i) or 9.3(b)(ii) for Damages which exceed, in the aggregate, $7,200,000 (the “Buyer Cap”). Notwithstanding anything to the contrary in this Section 9.3(g), neither the Cap nor the Buyer Cap, as applicable, shall be applicable to the extent that an indemnifying party or its Representatives engaged in fraud or intentional willful misrepresentation with respect to the event giving rise to the Damages. (ii) With the exception of claims based upon fraud or willful misrepresentation, from and after the Closing, the right of each party to assert indemnification claims and receive indemnification payments pursuant to this Article IX shall be the sole and exclusive right and remedy exercisable by such party with respect to the matters set forth in this Section 9.3 (it being understood that nothing in this Section 9.3 or elsewhere in this Agreement shall affect any party’s rights to specific performance or other equitable remedies with respect to the covenants referred to in this Agreement or any other Ancillary Agreement to be performed after the Closing). (iii) Subject to the remedies and adjustments set forth in Sections 2.6 and 9.5, the Buyer shall not be entitled to indemnification pursuant to Section 9.3(a)(i) unless the aggregate amount of indemnifiable Losses Damages for which the Target Indemnitors shall be Seller is liable pursuant to Section 9.1(a) shall not exceed exceeds $5,000,000 360,000 (the “CapDamages Threshold”); 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) indemnifiable Damages incurred by Buyer exceeds $500,000 (the “Basket”)Damages Threshold, in which event the Parent Indemnitees Buyer shall be entitled to recover indemnification for the amount of any and all of such Losses Damages (other than Disregarded Lossesincluding Damages that make up the Damages Threshold) up to the extent in excess aggregate amount of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 Pre-Closing Product Warranty Liabilities (as defined below in this Section 9.5 9.5) shall not apply in respect of claims constitute Damages and shall not be considered for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 the Damages Threshold has been any misrepresentation or breach of a representation or warranty for purposes of exceeded under this Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in them9.3(g)(iii).

Limitations. Absent fraud (a) Neither the Seller nor the Owners shall have any liability in respect of any claim made by the Buyer under the warranties and representations in this Agreement (the "Warranties") unless notice in writing containing full particulars of the subject matter of such claim shall have been given to each of the owners on or intentional misrepresentation, after before the Closing, third anniversary of today's date and proceedings in respect thereof shall have been commenced (by being both issued and served on the Owners) within forty-two months of today's date. (b) The maximum aggregate liability of the Seller and each of the Owners under the Warranties shall not exceed the sums of (Pounds)126,000 and (Pounds)127,547 respectively. (c) The Buyer may deduct any amount from the consideration payable under clause 5.1 on account of indemnifiable Losses damages for any alleged breach of the Warranties which shall not have been agreed or determined as aforesaid as being payable so long as it forthwith pays a sum equal to the Target Indemnitors amount so deducted to the Buyer's Solicitors and instructs them irrevocably to hold such sum on an interest bearing deposit account until the relevant claim(s) under the Warranties shall have been agreed or determined whereupon a sum equal to the damages agreed or determined as being payable to the Buyer shall be liable pursuant paid to Section 9.1(athe Buyer together with the interest earned on such sum and the balance on such account (the "Balance") shall be paid to the Owners and the Seller in the respective proportions due to them. (d) The liability of each of the Seller and/or the Owners to any permitted assignee(s) shall not exceed $5,000,000 (the “Cap”); provided, however, that amount for which each of them would have been liable to the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach Buyer if the amount of such Losses does relevant assignment had not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themoccurred.

Limitations. Absent fraud Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall have any liability for, or intentional misrepresentationLosses be deemed to include, after any special, punitive or exemplary damages, whether in contract or tort, regardless of whether the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors other Party shall be liable pursuant advised, shall have reason to Section 9.1(a) know, or in fact shall not exceed $5,000,000 (know of 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 possibility of such Losses does not exceed a $20,000 minimum value per claim (damages suffered or incurred by any such Seller Indemnified Party or the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related Purchaser Indemnified Party in subject matter or arising out connection with this Agreement any of the same facts other Transaction Documents or circumstances shall be combined for purposes any of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”)transactions contemplated hereby or thereby, and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) except to the extent any such damages are actually paid to a Third Party in excess of accordance with Section 7.3. Notwithstanding the Basketforegoing, but not exceeding the Cap. The limitations set forth in this Section 9.5 7.6 shall not apply to any breach by Target claim for indemnification hereunder in the case of the representations set forth in Section 3.4(a). Absent fraud or actual fraud, intentional misrepresentation, after the Closingintentional wrongful acts, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; providedintentional breach, however, 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 pursuant to Section 9.2bad faith or willful misconduct. The computation of Parties acknowledge and agree that (a) the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefitsPurchaser’s Losses, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from for any indemnification payment under this Agreement. All indemnification payments indemnifiable events under this Agreement shallwill typically include Losses for Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 7.6, except the Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as otherwise required Losses hereunder (which claims shall be reviewed and assessed by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to Parties in accordance with the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be deemed special, punitive or exemplary damages for purposes any purpose of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in themAgreement.

Limitations. Absent fraud (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Company for Damages under Section 8.1(a) shall not exceed $1,000,000, and (ii) the Company shall not be liable under Section 8.1(a) unless and until the aggregate Damages for which it would otherwise be liable exceed $20,000 (at which point the Company shall become liable for the aggregate Damages, and not just amounts in excess of $20,000); provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 8.1(a) relating to a breach of the representations and warranties set forth in Sections 3.1 (first and last sentences only), 3.2 or intentional misrepresentation3.3(b). For purposes solely of this Article 8, all representations and warranties of the Company in Article 3 (other than Section 3.21) 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. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Purchaser for Damages under Section 8.2(a) shall not exceed $1,000,000, and (ii) the Purchaser shall not be liable under Section 8.2(a) unless and until the aggregate Damages for which it would otherwise be liable exceed $20,000 (at which point the Purchaser shall become liable for the aggregate Damages, and not just amounts in excess of $20,000); provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 8.2(a) relating to a breach of the representations and warranties set forth in Sections 4.1 or 4.2. (c) The Escrow Agreement is intended to secure the indemnification obligations of the Company under this Agreement. However, the rights of the Purchaser under this Article 8 shall not be limited to the Escrow Fund nor shall the Escrow Agreement be the exclusive means for the Purchaser to enforce such rights; provided that the Purchaser shall not attempt to collect any Damages directly from the Company unless there are no remaining funds held in escrow pursuant to the Escrow Agreement. (d) Except with respect to claims based on fraud, after the Closing, the aggregate amount rights of indemnifiable Losses for which the Target Indemnitors Indemnified Parties under this Article 8 and the Escrow Agreement shall be liable pursuant to Section 9.1(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 more claims reasonably related in subject matter or arising out exclusive remedy of the same facts Indemnified Parties with respect to claims resulting from 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply relating to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right breach of warranty or failure to monetary damages shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits perform any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations covenant or agreement contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.

Limitations. Absent fraud (a) Except with respect to Buyer Fraud Claims and Seller Fraud Claims and except as contemplated by Section 6.13 hereof, the rights of the Indemnified Parties under this Article IV shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from or intentional relating to any misrepresentation, after breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the Closingtransactions that are the subject of this Agreement. Without limiting the generality of the foregoing sentence, in no event shall Seller or Buyer, its successors or permitted assigns be entitled to claim or seek rescission of the aggregate amount transactions consummated under this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) The value of indemnifiable Losses any Tangible Personal Property in connection with a claim for which the Target Indemnitors shall be liable Damages pursuant to Section 9.1(a) this Article IV shall not exceed the value at the Closing Date of such Tangible Personal Property, as set forth on Schedule 1.1(a)(i)(A), Schedule 1.1(a)(i)(B) (it being agreed to and understood that the value of the Repair Inventory for the purposes of this Section 4.5(b)(i) shall be deemed to be zero dollars), Schedule 1.1(a)(ii)(A), or Schedule 1.1(a)(ii)(B), as the case may be; (ii) The aggregate liability of Seller for the sum of all Damages payable to the Buyer Indemnified Parties under this Article IV shall not exceed an amount equal to $5,000,000 (the “Cap”)36,017,770; provided, however, that the Target Indemnitors foregoing limitation shall not be liable pursuant apply to Section 9.1(aany Excluded Liability Claims, Buyer Organizational Claims, Buyer Employment Claims or Buyer Fraud Claims; (iii) (i) The aggregate liability of Buyer for Losses in respect the sum of any single breach if all Damages payable to the amount of such Losses does Seller Indemnified Parties under this Article IV shall not exceed a an amount equal to $20,000 minimum value per claim (the “Threshold”)36,017,770; provided, it being understood however, that the amount of two foregoing limitation shall not apply to any Post-Closing Claims, Seller Employment Claims, Assumed Liability Claims, Seller Organizational Claims or Seller Fraud Claims; (2iv) or more No claims reasonably related in subject matter or arising out of the same facts or circumstances for indemnification 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”)made under this Agreement against Seller, and (ii) no indemnification shall be payable to any Buyer Indemnified Party, with respect to Buyer General Claims until the aggregate amount of all Losses (not including any Disregarded Losses) Damages relating to Buyer General Claims exceeds $500,000 (the “Basket”)1,000,000, in at which event the Parent Indemnitees point Seller shall be entitled obligated to recover indemnify the Buyer Indemnified Parties from and against all such Losses (other than Disregarded Losses) to the extent Damages and not just amounts in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein$1,000,000; provided, however, 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 and (v) No claims for indemnification shall be made pursuant under this Agreement against Buyer, and no indemnification shall be payable to Section 9.2any Seller Indemnified Party, with respect to Seller General Claims until the aggregate amount of all Damages relating to Seller General Claims exceeds $1,000,000, at which point Buyer shall be obligated to indemnify the Seller Indemnified Parties from and against all such Damages and not just amounts in excess of $1,000,000. (c) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article IV that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Damages. Buyer and Seller shall use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to the Parties under this Article IV. (d) The computation of the amount of any Loss Damages for which indemnification is provided under this Article IV shall be done on an after-reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties and any tax basis that takes into account benefits actually received by the tax benefits, if any, that result from the Loss and the event giving rise to the 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 amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” Indemnified Party or any similar term of its Affiliates or phrase shall be disregarded, it being for which the understanding Indemnified Party or any of its Affiliates is eligible on account of the parties that for purposes matter resulting in such Damages or the payment of determining liability under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themDamages.

Limitations. Absent fraud Notwithstanding anything to the contrary in this Agreement or intentional misrepresentationany document related to this Agreement, after Sellers’ Representative will only have the Closingpower or authority to act regarding matters pertaining to the Sellers and/or the Beneficial Owners as a group and not regarding matters pertaining to an individual Seller in a manner different from the Sellers generally or matters pertaining to an individual Beneficial Owner in a manner different from the Beneficial Owners generally, and the aggregate amount powers conferred on Sellers’ Representative in this Agreement shall not authorize or empower Sellers’ Representative to do or cause to be done any action (including by amending, modifying or waiving any provision of indemnifiable Losses for which this Agreement or any Ancillary Agreement) that (i) results in the Target Indemnitors shall be liable amounts payable hereunder or thereunder to any Seller or any Beneficial Owner being distributed in any manner other than as permitted pursuant to Section 9.1(athis Agreement, (ii) shall not exceed $5,000,000 alters the consideration payable to any Seller or any Beneficial Owner pursuant to this Agreement or any Ancillary Agreement, or (iii) adds to or results in an increase of any Seller’s or any Beneficial Owner’s indemnity or other obligations or liabilities under this Agreement or any Ancillary Agreement (including, for the “Cap”avoidance of doubt, any change to the nature of the indemnity obligations); provided, however, that defense or settlement (or negotiations related thereto) of an indemnification matter and the Target Indemnitors calculation of the Closing Cash Purchase Price, in each case otherwise in accordance with this Agreement, shall not be liable pursuant to Section 9.1(a) constitute a breach of the limitations set forth in clauses (i) for Losses in respect through (iii) 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themsentence.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors (a) In no event shall Seller be liable for any Damages pursuant to Section 9.1(a11.02(a)(ii) 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 more 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”), unless and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) such Damages exceeds $500,000 (the “Basket”)1,000,000, in which event the Parent Indemnitees case Seller shall be entitled to recover liable for all such Losses (other than Disregarded Losses) to the extent Damages in excess of the Basket$1,000,000. (b) Notwithstanding Section 11.02(a), but Seller will not exceeding the Cap. The limitations in this Section 9.5 shall not apply be required to any breach by Target of the 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 indemnify Buyer for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 Damages pursuant to Section 9.2. 11.02(a)(v) that exceed a maximum aggregate liability of $5,000,000. (c) The computation of the amount of any Loss Damages under Section 11.02(a) or Section 11.02(b), as the case may be, shall be done on an after-tax basis that takes into account reduced by (i) the tax benefits, if any, net amount of any actual Tax benefits received by the Indemnified Party within three years from the Closing Date that result from the Loss and the event giving Liability that gave rise to such indemnity, after upward adjustment for any additional Taxes owed as a result of receipt of such indemnification, and (ii) the Loss and the tax costs, if any, that result from net amount of 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 insurance proceeds paid 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 amount of Losses resulting therefrom, all qualifications or exceptions therein Indemnified Party relating to or referring to the terms “material”such claim, “materiality”after upward adjustment for any insurance proceeds repayment obligations owed as a result of receipt of such indemnification. (d) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO SPECIAL, “in all material respects”EXEMPLARY OR CONSEQUENTIAL DAMAGES, “Material Adverse Effect” or any similar term or phrase shall be disregardedINCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, it being the understanding of the parties that for purposes of determining liability under Section 9.1OR PUNITIVE DAMAGES; PROVIDED, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themHOWEVER, THIS EXCLUSION IS NOT INTENDED TO, NOR SHALL, EXCLUDE ACTUAL OR COMPENSATORY DAMAGES OF THE AFFECTED PARTY.

Limitations. Absent fraud The obligations to indemnify and hold harmless pursuant to Sections 8.2 and 8.3 shall survive the consummation of the transactions contemplated 24 by this Agreement for the period provided in Section 8.1, except the obligations to indemnify as to claims presented within said respective periods shall continue until resolved. (a) Notwithstanding the foregoing, as to any claim involving intentional misrepresentation by or intentional misrepresentation, after on behalf of the ClosingSeller, the aggregate amount Seller's obligation of indemnifiable Losses indemnification set forth in Section 8.2 shall continue without time limit except as provided by the applicable state statute of limitations. (b) A claim will be deemed covered by Section 8.2 or Section 8.3 if it arises within the period set forth in Section 8.1 and notice is given to the party against whom it is made no later than fifteen (15) days after expiration of said period. (c) Any recovery by Purchaser for which the Target Indemnitors indemnification shall be liable pursuant to Section 9.1(alimited as follows: (i) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors Purchaser shall not be liable pursuant entitled to Section 9.1(a) (i) recover any amount 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 more indemnification 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”), under this Article VIII unless and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) which Purchaser is entitled to recover in respect to such claims exceeds $500,000 S25,000.00 (the “Basket”"Deductible"), in which event the Parent Indemnitees shall be entire amount which Purchaser is entitled to recover in respect of all such Losses claims, less the Deductible, shall be payable; and (ii) The maximum amount recoverable by Purchaser for indemnification claims under this Article VIII shall in the aggregate be equal to S250,000.00. (d) The indemnification provided in this Article VIII shall be the sole and exclusive legal remedy for any inaccuracy or any breach of representation or warranty made by any party in this Agreement and no party hereto shall seek any other than Disregarded Losseslegal remedy which might otherwise be available to either party. (e) A claim will not be covered by Section 8.2 or Section 8.3 unless the party entitled to assert such claim gives notice to the extent in excess of other party against whom it is made within sixty (60) days from the Basket, but not exceeding date on which the Capclaiming party discovers such claim. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; providedThis limitation, however, 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 pursuant to Section 9.2. The computation affect calculation of the Deductible, nor shall any such claim not presented within said 60 days be applied to reduce the maximum amount of any 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 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 amount of Losses resulting therefrom, 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 recoverable under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in them8.4(c).

Limitations. Absent The following provisions shall apply notwithstanding any other provision contained in this Article VIII: (i) Except in respect of any Loss arising out of or in connection with fraud or intentional misrepresentation, after the Closingmisconduct or a breach of a Designated Representation, the Sellers' aggregate amount of indemnifiable Losses liability for which the Target Indemnitors shall be liable indemnification pursuant to Section 9.1(a8.2(a)(i)(A) and Section 8.2(a)(i)(E) shall not exceed $5,000,000 the Escrow Amount. (ii) The Sellers' aggregate liability for indemnification hereunder (including, without limitation, for fraud, intentional misconduct or breaches of the “Cap”); provided, however, that the Target Indemnitors Designated Representations) shall not be liable pursuant to Section 9.1(aexceed the Purchase Price, and each Seller's individual liability for indemnification hereunder (including, without limitation, for breaches of the Designated Representations) shall not exceed the portion of the Purchase Price actually received by such Seller. (iiii) for Losses Except 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 more claims reasonably related in subject matter or Loss 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 connection with fraud or intentional misconduct or a breach of a breach which do not meet Designated Representation, in no event shall the Threshold being “Disregarded Losses”), Sellers be liable to an Indemnified Party pursuant to Section 8.2(a)(i)(A) unless and (ii) until the aggregate amount of all such Losses (not including any Disregarded Losses) exceeds $500,000 (100,000, after which point the “Basket”), in which event the Parent Indemnitees Sellers shall be entitled liable for all Losses including the Losses applied to recover such Losses satisfy the foregoing threshold. (other than Disregarded Lossesiv) In no event shall any Party be liable under this Section 8.2 for any consequential, punitive, special or incidental damages, except to the extent in excess such damages are paid to third party claimants (for example, damages resulting from the payment of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply punitive damages awarded to any breach by Target of the representations set forth in Section 3.4(aa third-party plaintiff). Absent fraud or intentional misrepresentation, after the Closing. (v) When used herein, the Parent Indemnitees’ exclusive right to monetary damages term “fraud” shall be solely for indemnification pursuant deemed to this Article IX and subject require an element of scienter (i.e., intent to the applicable limitations contained herein; provideddeceive, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 manipulate or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in themdefraud).

Limitations. Absent fraud 7.1 The limitations set out in this clause 7 shall not apply to any claim under this agreement which is: (a) the consequence of fraud, dishonesty, wilful concealment, wilful misrepresentation or intentional misrepresentationgross negligence by or on behalf of the Warrantors; or (b) a result of a breach of the Warranties in paragraph 1, 6 or 9 of Schedule 3. 7.2 No Claim may be made against the Warrantors unless written notice of such Claim is served on the Warrantors giving reasonable details of the Claim by no later than the date which is 12 months after the Closing, Warranty Date. 7.3 The aggregate liability of the Warrantors for all and any Claims: (a) in the case of the Company shall be limited to the aggregate amount subscribed for by Lakeland under this Agreement; and (b) in the case of indemnifiable Losses for which the Target Indemnitors Founder, shall be liable pursuant limited to Section 9.1(athe amount of his annual salary at the Completion Date, together (in the case of the Company) shall not exceed $5,000,000 with the proper and reasonable costs of recovery in respect of any Claim incurred by (the “Cap”); provided, however, that the Target Indemnitors or on behalf of) Lakeland. 7.4 The Warrantors shall not be liable pursuant to Section 9.1(afor any Claim unless: (a) the aggregate liability for all Claims exceeds £30,000, in which case the Warrantors shall be liable for the entire amount and not just the excess; and (ib) in calculating liability for Losses in respect Claims for the purposes of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”clause 7.4(a), it being understood that the amount any Claim which is less than £10,000 (excluding interest, costs and expenses) shall be disregarded. For these purposes, a number of two (2) or more claims reasonably related in subject matter or Claims arising out of the same facts or similar subject matter, facts, events or circumstances shall be combined for purposes aggregated to form a single Claim. 7.5 No liability of determining whether the Threshold has been met (any Losses Warrantors in respect of a any breach of any Warranty shall arise: (a) if such breach occurs by reason of any matter which do would not meet have arisen but for the Threshold being “Disregarded Losses”), and coming into force of any legislation not in force at the Completion Date or by reason of any change to HMRC’s practice occurring after the Completion Date; (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Lossesb) to the extent that a specific and reasonably detailed allowance, provision or reserve has been made in excess the Accounts or in the Management Accounts in respect of the Basketmatter to which such liability relates; (c) to the extent that such breach or claim arises as a result of any change in the accounting bases or policies in accordance with which the Company values its assets or calculate its liabilities or any other change in accounting practice from the treatment or application of the same used in preparing the Accounts (save to the extent that such changes are required to correct errors or because relevant generally accepted UK accounting principles have not been complied with). 7.6 The Warrantors shall not be liable for any Claim if: (a) the alleged breach which is the subject of the Claim is capable of remedy and is remedied to the reasonable satisfaction of Lakeland by the Warrantors within 30 days of the date on which the notice in clause 7.2 is received by the Warrantor; and (b) Lakeland does not suffer any losses in connection with the alleged breach. 7.7 The Founder shall not be liable for any Contract Claim if: (a) the aggregate liability for any Contract Claim reasonably capable of being quantified is less than £30,000 (and for this purpose, but a number of Contract Claims arising out of the same or similar subject matter, facts, events or circumstances shall be aggregated to form a single Contract Claim); or (b) the breach which is the subject of the Contract Claim is capable of remedy and is remedied to the reasonable satisfaction of Lakeland by the Founder within 30 days of the date on which Lakeland notifies the Founder of such Contract Claim, and Lakeland does not exceeding suffer any loss greater than £10,000 in connection with the Cap. breach. 7.8 Nothing in this agreement shall relieve Lakeland’s duty under common law to mitigate any loss or liability which is the subject of a Claim. 7.9 Lakeland may not recover from the Warrantors under the Warranties more than once in respect of the same damages suffered. 7.10 The Warrantors shall not be liable for a Claim to the extent that the matter or circumstance giving rise to such Claim was Disclosed in the Disclosure Letter. 7.11 The limitations set out in this Section 9.5 clause 7 shall not apply to any breach by Target of the representations specific Future Fund warranties set forth out 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themclause 5.3.

Limitations. Absent fraud or intentional misrepresentation, after (a) Notwithstanding anything to the Closingcontrary contained herein, the Company and the Sellers shall not have any Liability under Section 10.2(a)(i) (other than in respect of claims relating to (i) Breaches of Section 5.5, and (ii) the failure by the Company to give the notices, make the filings and payments, and take such other actions as described in Schedule H, which for the avoidance of doubt shall not be subject to the limitations of this Section 10.5(a)) unless the aggregate amount of indemnifiable Losses all Damages relating thereto for which the Target Indemnitors Sellers would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $250,000; upon which the Company and the Sellers shall be liable Liable for the full extent of cumulative Damages, relating back to and including the first dollar of all Damages so claimed. (b) Notwithstanding anything to the contrary contained herein, the Sellers shall have no Liability (i) under Section 10.2(a) (other than for Breaches of Section 5.5(b)) in excess of $750,000 less the amount of any adjustment made pursuant to Section 9.1(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 more 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”2.5(c)(i), and (ii) until the aggregate amount under Section 10.2(a) for Breaches of all Losses (not including any Disregarded LossesSection 5.5(b)) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basketamounts paid or payable to such Seller pursuant to this Agreement for any Sellers Shares or Seller Options owned by such Seller, but not exceeding and the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target indemnification obligations of the representations Sellers set forth in Section 3.4(a). Absent 10.2(a) shall constitute the sole and exclusive remedy of Parent against the Sellers for any claim or cause of action arising out of or in connection with the matters identified in Section 10.2(a)(i) and Section 10.2(a)(ii) absent actual 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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedieswillful Breach. For the avoidance of doubt, any amounts credited to the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made Holdback Amount pursuant to Section 9.2. The computation 2.5(c)(ii) that cause the Adjusted Holdback Amount to exceed $750,000 shall not be available to satisfy any Indemnification Claims that may be asserted pursuant to this ARTICLE X. (c) Notwithstanding anything to the contrary contained herein, no Seller shall have any Liability (i) under Section 10.2(b)(i) (other than for Breaches of Section 4.5) in excess of the amount amounts paid or payable to such Seller pursuant to this Agreement for any Sellers Shares or Seller Options owned by such Seller, and (ii) under Section 10.2(b)(i) for Breaches of Section 4.5 in excess of the amounts paid or payable to such Seller pursuant to this Agreement for any Loss shall be done on an after-tax basis that takes into account the tax benefitsSellers Shares or Seller Options owned by such Seller, if anyplus amounts paid or payable to such Seller with respect to any Company Debt pursuant to this Agreement, that result from the Loss and the event giving rise to indemnification obligations of the Loss Sellers set forth in Section 10.2(b) shall constitute the sole and exclusive remedy of Parent against the tax costs, if any, that result from Sellers for any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required claim or cause of action arising out of or in connection with the matters identified in Section 10.2(b)(i) and Section 10.2(b)(ii) absent actual fraud or willful Breach by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. any such Seller. (d) For purposes of determining whether there this ARTICLE X, once a determination has been any misrepresentation or made that a specific breach of a representation representation, warranty, covenant or warranty agreement has occurred for purposes of Section 9.1the indemnification obligations hereunder, and for purposes the calculation of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating Damages with respect to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase such specific breach shall be disregardedmade without regard to any limitation or qualification as to materiality set forth in such representation, it being warranty, covenant or agreement. (e) Neither the understanding exercise of, nor failure to exercise, its rights under this Section 10.2 or Section 10.3, as applicable, by a Party will constitute an election of remedies or limit a Party in any manner in the parties that for purposes enforcement of determining liability under Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if any other remedies available to such terms and phrases were not included in themParty.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate (a) The amount of indemnifiable any Losses for which either any Seller or Buyer, as the Target Indemnitors case may be, is liable shall be liable pursuant to Section 9.1(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) reduced by (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 (any insurance proceeds actually paid to the “Threshold”)Buyer Indemnified Party and the Seller Indemnified Party, it being understood that the amount of two (2) or more 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, 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. (b) 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 Twenty Thousand (not including any Disregarded Losses$20,000) exceeds $500,000 (the “BasketDeductible”), in which event the Parent Indemnitees Sellers shall be entitled required to recover pay the full amount of such Losses (other than Disregarded Losses) to the extent in excess exceeding the Deductible, but only up to a maximum aggregate amount with respect to this Agreement together with the Other Acquisition Agreement of Four Hundred Thousand Dollars ($400,000). (c) 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 Basket, but not exceeding the Cap. The limitations in obligations or liability of any party or its Affiliates under Sections 12.2 and 12.3 with respect to claims of unrelated third parties. (d) Neither Sellers nor Buyer shall have any Liability under this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 Agreement in respect of claims any Loss if such Loss would not have arisen but for indemnification made pursuant to Section 9.2. The computation of (i) a change in GAAP or (ii) a change in any Law after the amount Closing or a change in the interpretation of any Loss shall be done on an after-tax basis that takes into account Law after the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except Closing as otherwise required determined by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. a Governmental Entity. (e) For purposes of determining whether there has been any misrepresentation or a breach of a representation or warranty has occurred for purposes which indemnification is provided under this Article XII (but, for the sake of Section 9.1clarity, and not for purposes of determining calculating the amount of Losses resulting therefromindemnifiable hereunder), all qualifications or exceptions therein relating to or referring to the terms “material”any materiality, “materiality”, “in all material respects”, “Material Adverse Effect” Effect or any similar term qualifications in such representation or phrase warranty shall be disregarded. (f) Except for claims based on fraud, it being the understanding right of the parties that for purposes Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of determining liability under Section 9.1the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including but not limited to claims relating to the Products, the representations Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and warranties 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 parties contained 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 Agreement shall Article XII) may be read as if such terms 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 phrases were not included in themBuyer 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. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations Notwithstanding anything in this Section 9.5 shall not apply to any breach by Target of the 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 4 to the contrary, if the Employers cannot provide group medical coverage at its sole expense on a pre-tax basis because Executive is no longer an employee, applicable limitations contained herein; providedrules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated would subject the Employers to penalties or taxes, howeverthen the Employers shall pay or provide such benefit on an after-tax basis, that this Section 9.5 at the same time and in no way limits any party’s rights to applicable equitable remediesthe same manner as the Employers would have provided such pre-tax benefits, if doing so would eliminate the prohibition, penalties or taxes. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done If providing such benefits on an after-tax basis that takes would not eliminate such prohibition, penalties or taxes, then the Employers shall provide the Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits (or the value of any remaining benefits) within thirty (30) days after the date on which such determination is made; (ii) Anything in this Agreement or in any other agreement, contract, understanding, plan or program entered into account or maintained by the tax benefitsEmployers to the contrary notwithstanding, if any, that result from the Loss and in the event giving rise it shall be determined that any payment, distribution or benefit to or for the benefit of the Executive, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the Loss terms of this Agreement or otherwise (collectively, the “Payments”) would, in the reasonable determination of the independent certified public accounting firm then retained by the Employers (the “Tax Advisor”), not be deductible (in whole or in part) by the Employers, an affiliate of the Employers or other person making such payment or distribution or providing such benefit as a result of Section 280G of the Code, and/or any successor provision or section thereto, then the cash and non-cash payments, distributions and/or benefits payable or to be provided to the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments Executive under this Agreement shall, except as otherwise required by Federal income tax law, shall be treated for Federal income tax purposes as an adjustment reduced to the Merger Consideration provided to extent necessary, but no more than necessary, so that no portion of the RPS SecurityholdersPayments would be non-deductible as a result of Section 280G of the Code. For purposes of determining whether there has been this Section 4(b), (i) no portion of the Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination, shall be taken into account, (ii) no portion of the Payments shall be taken into account that, in the opinion of the Tax Advisor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, including without limitation by reason of Section 280G(b)(4)(A) of the Code, (iii) any misrepresentation payments, distributions and/or benefits under this Agreement or breach otherwise for services to be rendered on or after the effective date of a Change in Control shall be reduced only to the extent necessary so that such payments, distributions and/or benefits in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the Tax Advisor, and (iv) the value of any non-cash payment or benefit or any deferred payment or benefit included in the Payments shall be determined by the Tax Advisor in accordance with the principles of Sections 280G(d)(3) and 280G(d)(4) of the Code and the applicable regulations or proposed regulations under the Code. All of the foregoing calculations, determinations and opinions shall be made or otherwise rendered in good faith by the Employers and the Tax Advisor, as applicable, and shall be conclusive and binding upon the parties. The Employers shall pay all costs and expenses incurred in connection with any such calculations, determinations and opinions. (iii) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s Separation from Service, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment or benefit that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, and such payment or benefit is not subject to an exception to Section 409A of the Code as the result of one of the exceptions set forth therein (i.e., the “short term deferral” exception set forth in Treasury Regulation Section 1.409A-1(b)(4) or the “two times two year” exception for payments on an involuntary termination of employment set forth in Treasury Regulation Section 1.409A-1(b)(9)), then no such payment shall be payable or benefit shall be provided prior to the date that is the earlier of (i) six months and one day after the Executive’s Separation from Service, or (ii) the Executive’s death. In the event of such six month delay, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the instalments shall be payable in accordance with the original schedule. Any such delayed cash payment shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, from such date of Separation from Service until such payment. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall only be payable upon the Executive’s Separation from Service. The Employers make no representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring shall have no liability to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” Executive or any similar term or phrase shall be disregarded, it being the understanding other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the parties that for purposes of determining liability under Section 9.1Code but do not satisfy an exemption from, or the representations and warranties of the parties contained in this Agreement shall be read as if conditions of, such terms and phrases were not included in themSection.

Limitations. Absent fraud or intentional misrepresentation, after Notwithstanding any of the Closing, provisions of the Article XI: (a) None of the parties to this Agreement nor any of their affiliates shall be entitled to indemnification under this Article XI until the aggregate amount of indemnifiable Losses for all Parent Claims or Company Claims, as the case may be, exceeds $300,000 at which time all Parent Claims or Company Claims, as the Target Indemnitors case may be, shall be liable pursuant subject to Section 9.1(aindemnification; (b) Any liability of the Company or the Company Stockholders for indemnity obligations under this Article XI arising out of the breach of their representations and warranties or otherwise for the breach of their obligations under this Agreement once the Closing is consummated shall not exceed $5,000,000 be satisfied solely out of (i) the “Cap”)Escrow Shares (ii) payments due under the Closing Notes, and (iii) the Deferred Cash Consideration by offset against any amounts otherwise payable; provided, however, that the Target Indemnitors any Special Parent Claims 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations set forth in this Section 9.5 shall 11.8(b); provided further that any Parent Claims not apply subject to any breach by Target of the representations limitations set forth in this Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages 11.8(b) shall be solely first satisfied against amounts payable under the Closing Notes, Deferred Cash Consideration and the Escrow Shares until the balance of the Closing Notes and such Deferred Cash Consideration and Escrow Shares are depleted; and (c) In no event will any indemnifying party be liable for indemnification pursuant to consequential damages under this Article IX and subject to the applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themXI.

Limitations. Absent fraud or intentional misrepresentation, after (a) Subject to the Closing, provisions of Section 9.3(b): (i) No indemnification shall be payable by a Company Indemnifying Person with respect to Losses arising from a Company Event of Indemnification described in Section 9.2(a)(i) until the aggregate cumulative amount of indemnifiable all such Losses for which exceeds $25,000, whereupon the Target Indemnitors Company Indemnifying Persons shall be liable for the full amount of all such Losses (including the first $25,000 thereof); provided, however, that foregoing shall not apply with respect to any Losses resulting from any breach or inaccuracy of any of Sections 3.3, 3.4, 3.8, 3.9(a), 3.11(e), 3.19, 3.21, 3.24 or 3.25, such that the Indemnified Persons shall be entitled to recover the full amount of such Losses. (ii) No indemnification shall be payable by a Parent Indemnifying Person with respect to Losses arising from a Parent Event of Indemnification described in Section 9.2(c)(i) until the cumulative amount of all such Losses exceeds $25,000, whereupon the Parent Indemnifying Persons shall be liable for the full amount of all such Losses (including the first $25,000 thereof); provided, however, that foregoing shall not apply with respect to any Losses resulting from any breach or inaccuracy of Section 5.2, 5.4 or 5.5, such that the Indemnified Persons shall be entitled to recover the full amount of such Losses. (iii) The maximum aggregate liability of the Stockholders pursuant to this Article IX with respect to all Company Events of Indemnification described in Section 9.1(a9.2(a)(i) shall not exceed $5,000,000 an amount equal to eighty percent (80%) of the aggregate Merger Consideration that the Stockholders become entitled to receive pursuant to this Agreement (which aggregate amount shall include the Aggregate Earnout Payment and shall be calculated without taking into account any offsets or reductions to the Aggregate Earnout Payment) (the “General 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 more claims reasonably related in subject matter or arising out maximum aggregate liability 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 Stockholders pursuant to this Article IX with respect to any Losses resulting from any breach or inaccuracy of any of Sections 3.3, 3.4, 3.8, 3.9(a), 3.11, 3.19, 3.21, 3.24 or 3.25 or from any Company Event of Indemnification described in Sections 9.2(a)(ii)—(vii) shall not exceed an amount equal to the aggregate Merger Consideration that the Stockholders become entitled to receive pursuant to this Agreement (which aggregate amount shall include the Aggregate Earnout Payment and shall be calculated without taking into account any offsets or reductions to the Aggregate Earnout Payment otherwise payable to the Stockholders pursuant to this Agreement) (the “Purchase Price Cap”). Notwithstanding any provision of this Agreement to the contrary, but subject to the applicable limitations contained hereinprovisions of Section 9.2(b) hereof, the maximum aggregate liability of any Stockholder pursuant to this Article IX with respect to all Company Events of Indemnification shall not exceed the aggregate Merger Consideration that such Stockholder becomes entitled to receive pursuant to this Agreement (which aggregate amount shall include the Earnout Payment payable to such Stockholder and shall be calculated without taking into account any offsets or reductions to such Earnout Payment). (iv) The maximum aggregate liability of the Parent Indemnifying Persons pursuant to this Article IX with respect to all Parent Events of Indemnification described in Section 9.2(c)(i) shall not exceed the General Cap; provided, however, that the maximum aggregate liability of the Parent Indemnifying Persons pursuant to this Article IX with respect to any Losses resulting from any breach or inaccuracy of any of Sections 5.2, 5.4 or 5.5 or from any Parent Event of Indemnification described in Section 9.5 in no way limits 9.2(c)(ii) shall not exceed the Purchase Price Cap. (b) Notwithstanding any party’s rights provision of this Agreement to applicable equitable remedies. For the avoidance of doubtcontrary, the limitations nothing contained in this Agreement shall in any way limit, impair, modify or otherwise affect the rights of any Indemnified Person to bring any claim, demand, suit or cause of action otherwise available to such Indemnified Person based upon or to seek or recover any Losses arising from or related to, nor shall any of the limitations set forth in Section 9.5 shall not 9.3(a) or the provisions of Section 9.6 apply to: (i) any allegation that an Indemnifying Person had an intent to defraud or made a willful or intentional misrepresentation or omission of a material fact in respect connection with this Agreement or any of claims for indemnification made the Related Agreements or the transactions contemplated hereby or thereby or (ii) any breach of or non-compliance with any of the Related Agreements by any party. (c) The parties agree that any payment pursuant to Section 9.2. The computation of the amount of any 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 Loss and the tax costs, if any, that result from any indemnification payment obligation under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, Article IX shall be treated for Federal federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes Consideration. (d) The parties agree that no Company Indemnifying Person or Stockholder Indemnifying Person shall have any right of determining whether there has been any misrepresentation contribution or breach of a representation or warranty for purposes of Section 9.1indemnity, and for purposes of determining the amount of Losses resulting therefrom, 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 other right, remedy or phrase shall be disregardedrecourse, it being against the understanding Surviving Company in connection with any indemnification obligation or other Liability arising under or in connection with, or related to, this Agreement or any Related Agreement, or any 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 terms and phrases were not included in themtransactions contemplated hereby or thereby.

Limitations. Absent fraud (a) Notwithstanding anything herein to the contrary, Seller shall not be responsible for any Losses until the cumulative aggregate amount of such Losses exceed $75,000 (the “Damages Deductible”), and then shall only be liable for Losses in excess of the Damages Deductible, except for Losses incurred due to the breach of the representations and warranties in Section 2.13 or intentional misrepresentationSection 2.17 hereof, after in which case the ClosingIndemnifying Parties shall be liable back to the first dollar of such Losses. (b) Notwithstanding anything herein to the contrary, the aggregate amount of indemnifiable Losses for which the Target Indemnitors Seller shall be liable pursuant to Section 9.1(a) shall not exceed is $5,000,000 (the “Cap”)1,000,000; provided, howeverthat, 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 limitation shall not apply to any Losses incurred as a result of breach by Target of the representations set forth and warranties in Section 3.4(a). Absent fraud 2.13 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 Section 2.17 hereof. (c) Notwithstanding anything herein to the applicable limitations contained herein; providedcontrary, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefromsuffered by an Indemnified Party shall be reduced by any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim and shall be reduced by an amount equal to any Tax benefits attributable to such claim. An Indemnified Party shall submit all eligible claims and diligently pursue recovery under all insurance policies under which any Losses may be insured. (d) Notwithstanding anything herein to the contrary, all qualifications or exceptions therein relating no Indemnifying Party shall be liable to or referring otherwise responsible for consequential damages, punitive damages or for diminution in value or lost profits. (e) Notwithstanding anything herein to the terms “material”contrary , “materiality”, “in all material respects”, “Material Adverse Effect” an Indemnified Party shall not be entitled to indemnification for any Losses resulting from a breach of representation or any similar term warranty if the Indemnified Party had knowledge of such breach on or phrase shall be disregarded, it being prior to 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 terms and phrases were not included in themClosing.

Limitations. Absent fraud The Indemnifying Party’s liability for all claims for indemnifiable Losses made under Section 7.2(a)(i) (each a “Claim”) shall be subject to the following limitations: (x) the Indemnifying Party shall have no liability for any individual Claim until the amount of the Loss finally determined to have been incurred or intentional misrepresentationpaid equals or exceeds $50,000 (each, after a “Qualified Loss”), and (y) the Closing, Indemnifying Party shall have no liability for any Claims until the aggregate amount of indemnifiable the Qualified Losses for finally determined to have been incurred or paid shall exceed [***]* ([***]*) of the Purchase Price, in which case the Target Indemnitors Indemnifying Party shall be liable pursuant to Section 9.1(afor all Qualified Losses, and (z) the Indemnifying Party’s aggregate liability for all such Losses shall not exceed $5,000,000 [***]* ([***]*) of the Purchase Price. None of the 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 * [***] Indicates that confidential treatment has been sought for this redacted information. * [***] Indicates that confidential treatment has been sought for this redacted information. * [***] Indicates that confidential treatment has been sought for this redacted information. * [***] Indicates that confidential treatment has been sought for this redacted information. to (i) intentional misrepresentations, fraud or criminal matters or (ii) any misrepresentation or breach of warranty under Section 3.1 (Organization, Qualification and Power), 3.2 (Authorization of Transaction), 3.5 (Title to Assets) or 3.14 (Taxes) (collectively, the “CapFundamental Representations”); provided, however, that the Target Indemnitors Indemnifying Party’s aggregate liability for all such Losses resulting from a breach of any of the Fundamental Representations shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect exceed the Purchase Price, inclusive 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 more claims reasonably related in subject matter or arising other amounts actually paid 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained hereinVII; provided, howeverfurther, for the sake of clarity, 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 pursuant to Section 9.2. The computation of the amount of any 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 extent Buyer is an Indemnified Party, Buyer may only obtain recovery for a Loss and from a Claim against either Seller or Vivus Real Estate, but not both, as 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themIndemnifying Party.

Limitations. Absent fraud (a) If the Obligations of a Borrower would be held or intentional misrepresentationdetermined by a court or tribunal having competent jurisdiction to be void, after invalid or unenforceable on account of the Closingamount of its aggregate liability under this Agreement or the Notes, then, notwithstanding any other provision of this Agreement or the Notes to the contrary, the aggregate amount of indemnifiable Losses for the liability of such Borrower under this Agreement and the Notes shall, without any further action by such Borrower, the Lenders, the Agent or any other person, be automatically limited and reduced to an amount which is valid and enforceable. Notwithstanding anything herein to the Target Indemnitors 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 Loan under applicable law (collectively the “Charges”), shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 the maximum lawful rate (the “CapMaximum Rate”); provided) that may be contracted for, howevercharged or otherwise received by the Lender holding such Loan in accordance with applicable law, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses rate of interest payable in respect of any single breach if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”)Loan hereunder, it being understood that the amount of two (2) or more claims reasonably related together with all Charges payable in subject matter or arising out of the same facts or circumstances respect thereof, shall be combined for purposes of determining whether limited to the Threshold has Maximum Rate and, to the extent lawful, the interest and Charges that would have been met (any Losses payable in respect of such Loan but were not payable as a breach which do not meet result of the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount operation of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees this Section shall be entitled cumulated and the interest and Charges payable to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 Lender in respect of claims for indemnification 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 date of payment. (b) Without limiting the generality of paragraph (a), above, each Borrower and the Agent and each Lender, hereby confirms that it is 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 after giving effect to any collections from, rights to receive contribution from or payments made pursuant to Section 9.2. The computation by or on behalf of the amount other Borrowers and any other obligor, result in the Obligations not constituting a fraudulent transfer or conveyance. (c) The provisions of any Loss shall be done on an after-tax basis that takes into account this Section 16.3 are intended solely to preserve the tax benefits, if any, that result from the Loss rights of ▇▇▇▇▇▇▇ and the event giving rise Agent hereunder to the 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 maximum extent permitted 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 9.1applicable Law, and for purposes of determining the amount of Losses resulting therefrom, all qualifications neither a Borrower nor any other Person shall have any right 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 claim under such provisions that would not otherwise be disregarded, it being the understanding of the parties that for purposes of determining liability available under Section 9.1, the representations and warranties of the parties contained in applicable Law. [No additional provisions are on this Agreement shall be read as if such terms and phrases were not included in them.page; this page is followed by signature pages]

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors The Indemnitor shall not be liable pursuant obligated to Section 9.1(aindemnify the Indemnitee until the sum of the aggregate of all Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article V exceeds One Hundred Thousand and No/100 Dollars ($100,000.00) (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 at which time the Indemnitee shall be entitled to indemnification for the amount of two all Losses, including the amount of the Threshold; provided, however, that, notwithstanding the foregoing, any Losses suffered or incurred by the Indemnitee under Section 5.01(c), (2d) or more claims reasonably related (e) or Section 5.02(c) hereof shall not be subject to the Threshold. In no event shall the aggregate liability of Seller, or the aggregate liability of Purchaser, under this Article V exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) exclusive of any Losses suffered or incurred by the Indemnitee under Section 5.01(e) hereof. Notwithstanding anything herein to the contrary, (a) all references to “material” and “Material Adverse Effect” (except those references included in subject matter or arising out of the same facts or circumstances Sections 2.01(d), 2.01(i)(ii), 2.01(k) and 2.01(p)) shall be combined disregarded for purposes of determining whether and the Threshold has been met (any extent to which there are, and in calculating the amount of, Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”)entitled to indemnification under this Article V, and (iib) until if any Losses arising from any breach by Seller of any representation or warranty are included in the aggregate amount calculation of all Losses (the Final Purchase Price pursuant to Section 1.05, Purchaser shall not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover any indemnification hereunder for such Losses. All Losses (other than Disregarded Losses) to recoverable by an Indemnitee shall be net of any insurance proceeds which the extent in excess Indemnitee actually receives as a direct consequence of the Basketcircumstances to which the Losses related or from which the Losses resulted or arose, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages which amount shall be solely for indemnification pursuant to this Article IX offset by any increases (current and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 future) 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 pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, insurance premiums that result from the Loss insurer having covered such Losses and any costs incurred by the event giving rise to the 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 amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “Indemnitee 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 terms and phrases were not included in themconnection therewith.

Limitations. Absent fraud (a) Neither Transferor nor Transferee shall be required to indemnify any Indemnified Party for any Damages for any breach of a representation or intentional misrepresentationwarranty under Section 7.2(a)(i) unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a)(i) exceeds 1% of the Purchase Price, after at which time the Closing, applicable Indemnified Parties shall be entitled to recover the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”)all Damages in excess of such threshold; provided, however, that the Target Indemnitors aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity for breach of a representation or warranty under Section 7.2(a)(i) under this Article VII 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 more claims reasonably related in subject matter or arising out 10% of the same facts or circumstances shall be combined for purposes of determining whether Purchase Price. Notwithstanding anything in the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) foregoing to the extent in excess of contrary, the Basket, but not exceeding the Cap. The limitations in contemplated by this Section 9.5 7.4(a) shall not apply to any claims pursuant to Section 7.2(a)(i) for breach by Target of covenant, Section 7.2(a)(ii), Section 7.2(b), for fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the representations breach of any Fundamental Representation or representation or warranty of Transferor 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 limitations contained herein3.11; provided, however, that this the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for Damages arising out of or relating to the breach of the Fundamental Representations or 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 7.2(b) shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of exceed the amount of any 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 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. Purchase Price. (b) 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 amount of Losses resulting therefromDamages, all qualifications or exceptions therein relating with respect to or referring any asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to the terms any qualifier as to “material”, ,” “materiality”, “in all material respects”, “” or Material Adverse Effect” or any similar term or phrase shall be disregarded, it being Effect expressly contained in Article III (except in the understanding case of the parties term Material Contract); provided that for purposes of determining liability under this Section 9.1, 7.4(b) shall not so modify the representations and warranties for purposes of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themfirst determining whether a breach of any representation or warranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL HAVE ANY LIABILITY TO ANY PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2.

Limitations. Absent fraud or intentional misrepresentation, after The limitations on the Closing, the aggregate amount indemnification obligations of indemnifiable Losses for which the Target Indemnitors Seller set forth Section 7.04 shall be liable apply mutatis mutandis Seller’s indemnification obligations pursuant to Section 9.1(athis ARTICLE VI, except that (i) the Cap shall not apply and the Seller’s indemnification obligations pursuant to this ARTICLE VI, taken together with all of Seller’s indemnification obligations pursuant to ARTICLE VIII, shall not exceed the Purchase Price, (ii) the Basket shall be Two Hundred Thousand United States Dollars ($5,000,000 200,000) with respect to any claim for indemnification pursuant to this ARTICLE VI, and (iii) the “Cap”)De Minimis Threshold shall be Twenty Thousand United States Dollars ($20,000) with respect to any claim for indemnification pursuant to this ARTICLE VI; 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 more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Basket and De Minimis Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to Section 6.03(g) or to any breach by Target indemnification obligations of Seller that relate to, arise out of, or are a consequence of, any matter described in Section 3.18 of the representations Disclosure Schedules, including, but not limited to, any failure of the Maquila agreements to be with the correct parties, submission of a defective or incorrect Maquila agreement with the Advance Pricing Agreement/Fast Track Alternative application, or any other failure to comply with laws and regulations applicable to Maquiladora companies, in each case during the period prior to the Closing Date. Any payments made by Seller and indemnification obligations of Seller pursuant to this ARTICLE VI shall be taken together with any payments made by Seller or indemnification obligations of Seller pursuant to ARTICLE VIII for all purposes of this Agreement, including with respect to the limitations 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 7.04 that are applicable limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in theminstances.

Limitations. Absent fraud or intentional misrepresentation(a) Notwithstanding any provision in this Agreement to the contrary, after Sellers shall not have any liability pursuant to Section 10.2(a), unless and until aggregate Losses exceed $50,000, in which event, Sellers shall only be liable to the Closingextent that such Losses exceed $50,000. Notwithstanding any provision in this Agreement to the contrary, Purchaser shall not have any liability pursuant to Section 10.3(a), unless and until such aggregate Losses exceed $50,000, in which event, Purchaser shall only be liable to the extent that such Losses exceed $50,000. (b) Notwithstanding any provision in this Agreement to the contrary, the aggregate amount indemnification liability of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) each Seller under this Article X shall not exceed $5,000,000 (the “Cap”); providedaggregate payments of the Purchase Price, howeverEscrow Shares, Earn-Out Payments, and Balloon Payment paid by Purchaser to such Seller under this Agreement, except that there shall be no such limitation in the Target Indemnitors shall not be liable pursuant to Section 9.1(a) event of: (i) for Losses in fraud committed by such Seller or the Company; (ii) any breach of the Tax Warranties or Title and Authorization Warranties; and (iii) any breach of Section 3.29. Notwithstanding the foregoing, each Seller hereby agrees and acknowledges that any Purchaser Indemnified Party shall be entitled to satisfy any judgment or arbitral award issued with respect of to any single breach if claim asserted against such Seller by such Purchaser Indemnified Party prior to January 1, 2002 with, and offset the amount of such Losses does not exceed judgment or award against, any Earn-Out Payment and/or Balloon Payment that may be earned subsequent to December 31, 2001. Each Seller hereby assigns all of its right, title, and interest in and to all Earn-Out Payments and the Balloon Payment as security to satisfy any such judgment or arbitral award. (c) The liability of the Sellers and Purchaser under this Article X shall be subject to reduction in an amount equal to the value of any: (i) net Tax benefit realized by the Indemnified Person (by reason of a $20,000 minimum value per claim (Tax deduction, basis adjustment, shifting of income, credits and/or deductions, or otherwise from one or more fiscal periods to another resulting, in each case, from any Loss suffered by the “Threshold”Indemnified Person that forms the basis of the Indemnifying Person's obligation hereunder), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out giving effect to any Tax liabilities of the same facts or circumstances shall be combined Indemnified Person arising as a result of any payments made by an Indemnifying Person with respect to such claim 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”), indemnification; and (ii) until insurance benefit realized by the aggregate amount of all Losses (not including Indemnified Person in connection with any Disregarded Losses) exceeds $500,000 (Loss suffered by such Person that forms the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess basis of the Basket, but not exceeding the CapIndemnifying Person's obligation hereunder. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.ARTICLE XI

Limitations. Absent fraud (i) Notwithstanding the foregoing provisions of Sections 9.2(a) and 9.2(b), an Indemnifying Party shall not have any liability to an Indemnified Party under Section 9.2(a)(i) or intentional misrepresentation, after the Closing, Section 9.2(b)(i) unless and until the aggregate amount of indemnifiable all Recoverable Losses for incurred by such Indemnified Party exceeds 1% of the Purchase Price as adjusted by any Purchase Price Adjustment (the "ADJUSTED PURCHASE PRICE"), in which event only the Target Indemnitors amount in excess of 1% of the Adjusted Purchase Price shall be liable pursuant to recoverable; and the aggregate liability of an Indemnifying Party under Section 9.1(a9.2(a)(i) or under Section 9.2(b)(i) shall not exceed $5,000,000 (10% of the “Cap”)Adjusted Purchase Price; provided, however, that the Target Indemnitors limitations set forth in this sentence shall not be liable pursuant apply with respect to USF's and Distribution's liability to the Buyer Indemnified Parties for breaches of Section 9.1(a) (i) 3.3 or Section 4.4, shall not apply with respect to Buyer's liability to the Seller Indemnified Parties for Losses in respect breach 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) Section 5.5 or more 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”)Section 5.6, and (ii) until for the aggregate amount avoidance of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 doubt shall not apply to any breach by Target the liability of Buyer or Distribution, as applicable, to pay the amount of the 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 Purchase Price Adjustment pursuant to the terms of Section 2.5 hereof and any amounts paid with respect to the matters addressed in this proviso shall not be included in determining whether the limitations in this sentence (the 1% and 10% calculations) have been reached. All indemnity payments made under this Article IX and subject shall be treated as adjustments to the applicable limitations contained herein; providedPurchase Price. For the purposes of determining the amount of Losses incurred by an Indemnified Party in accordance with this Article IX, however, that this Section 9.5 in no way limits such Losses shall be offset by the amount of any party’s rights to applicable equitable remediesIncome Tax benefit actually realized by the Indemnified Party with respect thereto. For the avoidance of doubt, the limitations contained set forth in this Section 9.5 paragraph shall not apply to indemnification under clauses (ii) or (iii) of Section 9.2(a) or clause (ii) or (iii) of Section 9.2(b). (ii) USF and Distribution shall not be liable for any Losses resulting from a breach of any of the representations, warranties and covenants set forth in Article III or Article IV of this Agreement or any of the covenants set forth in Article VII of this Agreement to the extent that: (1) the liability for such breach occurs or is increased as a result of the adoption or imposition of any Law not in force at the date of this Agreement or as a result of any retroactive increase in rates of taxation imposed after the Closing Date; (2) the Losses would not have arisen but for a change in accounting policy or practice of the Buyer after the Closing; or (3) Buyer has failed to first use commercially reasonable efforts to recover any Losses from insurers under any Policies or other third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery against such third parties existing as of claims for indemnification made pursuant to Section 9.2the Closing Date. The computation Any amounts (net of enforcement costs and deductibles) received from such insurers or such other third parties shall reduce the amount of any 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 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 Losses for purposes of determining the amount of Losses resulting therefromUSF's and Distribution's indemnity obligation under this Article IX. If received after an indemnification payment has been made by USF or Distribution under this Article IX, all qualifications any amounts recovered from insurers or exceptions therein relating to or referring other third parties shall be paid to the terms “material”Indemnifying Party up to the amount paid by the Indemnifying Party, “materiality”plus interest on such amount, “calculated at the Reference Rate, from the date paid by the Indemnifying Party to the date of payment to the Indemnifying Party, inclusive; provided, however, that under no circumstances shall the Buyer Indemnified Parties be required to pay the Indemnifying Party an amount which exceeds the amount recovered from the insurer or third party, as the case may be. At the time of receiving an indemnification payment from USF or Distribution, Buyer shall assign to USF its right to any available remedy against insurers under any Policies or against third parties in all material respects”each case, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being with respect to the understanding claim for which an indemnification payment has been made and up to the amount 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 terms and phrases were not included in themindemnification payment.

Limitations. Absent fraud or intentional misrepresentation(a) Notwithstanding anything to the contrary herein, after the Closing, (i) the aggregate amount liability of indemnifiable the Seller for Losses for which the Target Indemnitors shall be liable pursuant to under Section 9.1(a10.2(a) shall not exceed $5,000,000 2,500,000 (the “CapCap Limitation”), provided, however, that notwithstanding the foregoing, the Cap Limitation shall not apply to (A) claims for indemnification for Losses arising out of fraud, (B) the Special Representations, Section 5.1 (Organization, Good Standing and Qualification) and Section 5.2 (Corporate Authorization) and (C) the Excluded Liabilities; provided, further, that the claims for indemnification described in the foregoing clause (B) shall not exceed the Closing Cash Payment; and (ii) Seller shall be liable for only that portion of the aggregate Losses under Section 10.2(a) for which it would otherwise be liable which exceeds $300,000. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Purchaser for Losses under Section 10.2(b) (other than the obligation to pay the purchase price hereunder, with respect to which the Cap Limitation shall not apply) shall not exceed the Cap Limitation; provided, however, that notwithstanding the Target Indemnitors foregoing, the Cap Limitation shall not be liable pursuant apply to (A) Section 9.1(a6.1 (Organization, Good Standing and Qualification) and Section 6.2 (iCorporate Authorization) and (B) the Assumed Liabilities; provided, further, that the claims for Losses indemnification described in respect of any single breach if the amount of such Losses does foregoing clause (A) shall not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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”), Closing Cash Payment; and (ii) until Purchaser shall be liable for only that portion of the aggregate amount of all Losses (not including any Disregarded Lossesunder Section 10.2(b) for which it would otherwise be liable which exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses 300,000 (other than Disregarded Losses) the obligation to pay the extent in excess of the Basketpurchase price hereunder, but not exceeding the Cap. The limitations in this Section 9.5 with respect to which such limitation shall not apply to any breach by Target of the representations set forth in Section 3.4(aapply). 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, (a) The Big Stuff Shareholders shall not be liable under this ARTICLE IX unless and until the aggregate amount of indemnifiable Losses Damages incurred or suffered by Indemnitees exceeds $100,000, (at which point the Big Stuff Shareholders shall become liable for which the Target Indemnitors shall be liable pursuant to Section 9.1(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 entire amount of such Losses does not exceed a Damages in excess of $20,000 minimum value per claim (75,000). For purposes of the “Threshold”)preceding sentence, it being understood no independent claims of less than $1,000 may be made; PROVIDED, HOWEVER, that the amount of two (2) or more all claims reasonably related in subject matter or arising out of the same a common set of facts or circumstances shall be combined aggregated for purposes of determining whether the Threshold $1,000 threshold has been met met. (any Losses in respect b) The Big Stuff Shareholders' liability under this ARTICLE IX shall not exceed $400,000. The Big Stuff Shareholders may, at their option, satisfy their indemnification obligations under this Restated Agreement by (i) the payment of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate that amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled cash sufficient to recover satisfy such Losses (other than Disregarded Losses) to the extent in excess of the Basketindemnification claim, but in any event not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations amount set forth in Section 3.4(a). Absent fraud or intentional misrepresentationSECTION 9.5(b) hereof, 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 limitations contained hereinprovisions of SECTION 9.5(a) hereof; providedor (ii) the delivery of stock certificates representing that number of shares of Parent Common Stock sufficient to satisfy such indemnification claim, howeverthe value of which shall be determined in accordance with SECTION 9.5(d) hereof; PROVIDED, HOWEVER, that this Section 9.5 any stock certificates delivered in no way limits any party’s rights satisfaction of an indemnification claim must be delivered to applicable equitable remedies. For Parent within three (3) business days following (as applicable) (A) the avoidance of doubt, the limitations contained date calculated in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefitsaccordance with SECTION 9.2 or SECTION 9.3 hereof, if anythe claim is not in dispute; (B) resolution of such indemnification claim, that result from whether prior to or following commencement of litigation; or (C) the Loss and the event giving rise to the 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 entry of a representation or warranty for purposes final and non-appealable judgment by a court of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in themcompetent jurisdiction.

Limitations. Absent fraud or intentional misrepresentation, after (a) Notwithstanding any provision to the Closingcontrary contained in this Agreement, the maximum aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable Damages relating to breaches of representations or warranties payable by Seller and Parent pursuant to Section 9.1(aSections 9.2(a)(i) and (ii) of this Agreement shall not exceed $5,000,000 50,000,000. (b) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount of Damages relating to breaches of representations or warranties payable by Buyer pursuant to Section 9.3(a) of this Agreement shall not exceed $50,000,000. (c) Notwithstanding anything to the contrary contained in this Agreement, no claim shall be made against Parent or Seller for indemnification under Section 9.2(a)(i) or (a)(ii) with respect to any Damages unless the aggregate of all such Damages described in clauses (i) and (ii) of Section 9.2(a) shall exceed $1,000,000 (the “Cap”"Basket"); , and Parent and Seller shall only be required to pay or be liable for any such Damages arising under such clauses (i) and (ii) of Section 9.2(a) to the extent that their aggregate amount exceeds the Basket, and then only with respect to Damages incurred in excess of such amount, 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of doubt, the limitations Basket contained in this Section 9.5 9.5(c) shall not apply in to, and dollar-for-dollar recovery shall be available with respect to, Damages suffered, incurred or sustained which arise out of, result from or are attributable to breaches of claims for indemnification made pursuant to Section 9.2. The computation any of the amount of representations or warranties contained in Section 3.2. (d) Notwithstanding any 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 other provision to the Loss and contrary, in no event shall Buyer, on the tax costsone hand, if anyor Parent or Seller, that result on the other hand, be liable to the other for any consequential or punitive Damages resulting from any indemnification payment under this Agreement. All indemnification payments under breach of this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes to the extent that they are recovered against a Buyer Indemnified Party or a Seller Indemnified Party as an adjustment indemnified party with respect 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in theman indemnified Third Party Claim.

Limitations. Absent fraud or intentional misrepresentation, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors (a) ▇▇▇▇▇ shall not be liable required to make any indemnification payment pursuant to Section 9.1(a9.2(a) shall not exceed $5,000,000 for any inaccuracy in or breach of any of the representations and warranties set forth in this Agreement (the “Cap”other than those set forth in Sections 2.3, 2.6, 2.9(g); provided, however2.16, that the Target Indemnitors and 2.20 which shall not be liable pursuant subject to the limitation set forth in this Section 9.1(a9.3(a)) until such time as the total amount of all Damages (i) for Losses including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in respect or breaches of any single breach if 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 $25,000 in the aggregate. If the total 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) Damages exceeds $500,000 (25,000, then the “Basket”), in which event the Parent Indemnitees shall be entitled to recover be indemnified against and compensated and reimbursed only for the portion of such Losses Damages exceeding $25,000. (other than Disregarded Lossesb) to Following the extent in excess Effective Time, the indemnification provisions of Section 9.2 shall be the sole and exclusive remedies of the BasketIndemnitees for any inaccuracy in or breach of any of the representations and warranties set forth in Section 2, but not exceeding and Section 3, respectively, except that the Cap. The limitations in this Section 9.5 foregoing limitation shall not apply to Parent to the extent any such breach arises directly or indirectly from any circumstance involving fraud or intentional misrepresentation by Target ▇▇▇▇▇ or the Company or its Representatives, on the one hand, or by Parent or its Representatives, on the other hand. (c) The maximum liability of ▇▇▇▇▇ under this Section 9 for inaccuracies in or breaches of the representations and warranties set forth in Section 3.4(a). Absent 2 shall be equal to the total amount of the Merger Consideration to which all Company Stockholders were entitled pursuant to Section 1.5 of this Agreement except that the foregoing limitation shall not apply to the extent any such breach arises directly or indirectly from any circumstance involving fraud or intentional misrepresentation, after misrepresentation by ▇▇▇▇▇ or the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely Company or its Representatives. (d) The limitations provided for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, 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 9.3 shall not apply in respect of claims for indemnification made pursuant be applicable to Section 9.2. The computation any Damages which shall become payable by ▇▇▇▇▇ as a result of the amount failure of any Loss shall be done on an after-tax basis that takes into account of the tax benefits, if any, that Company Stockholders to repay cash to Parent as a result from the Loss and the event giving rise to the 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 amount of Losses resulting therefrom, 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 reduction of the parties that for purposes of determining liability under Closing Date Net Worth below the Company Baseline Net Worth as provided in Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in them.1.13(a) hereof

Limitations. Absent fraud or intentional misrepresentationNotwithstanding anything to the contrary herein, after the Closing, (a) the aggregate amount liability of indemnifiable Losses the Company Stockholders for which Damages under this Article VI shall not exceed the Target Indemnitors shall be liable Escrow Property (as defined in the Escrow Agreement), except with respect to claims made in connection with the breaches of representations and warranties in Section 2.2 and 2.3, or pursuant to Section 9.1(a6.1(d), (e) or (f), as to which such liability shall not be limited to the Escrow Property, but shall not exceed $5,000,000 the Cash Consideration and Merger Units (or proceeds from the “Cap”); providedsale thereof) received by the Company Stockholders hereunder, however, that the Target Indemnitors shall not be liable and (b) except for claims pursuant to Section 9.1(a) 9.11, the Buyer shall not receive indemnification under this Article VI unless and until the aggregate Damages exceed $300,000 (i) for Losses in respect of any single breach if at which point 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 more claims reasonably related in subject matter or arising out of the same facts or circumstances Buyer shall be combined indemnified for purposes of determining whether the Threshold has been met aggregate Damages (any Losses subject to the limitation in respect of a breach which do not meet the Threshold being “Disregarded Losses”foregoing clause (a)), and (ii) until not just the aggregate amount amounts in excess of all Losses (not including $300,000). Except with respect to claims based on fraud, the rights of the Indemnified Persons under this Article VI shall be the exclusive remedy of the Indemnified Persons with respect to claims resulting from or relating to any Disregarded Losses) exceeds $500,000 (misrepresentation, breach of warranty or failure to perform any covenant or agreement of the “Basket”)Company contained in this Agreement. No Company Stockholder shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. In any circumstances in which event the Parent Indemnitees shall Company Stockholders may be entitled to recover such Losses (other than Disregarded Losses) to the extent liable for amounts in excess of the BasketEscrow Property, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages recovery shall be solely for indemnification pursuant to this Article IX had first against the Escrow Property, as appropriate, and subject second (to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights extent the Escrow Property is insufficient 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 pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result satisfy such claims) from the Loss remaining Cash Consideration and Merger Units (or proceeds from the event giving rise to the 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themsale thereof).

Limitations. Absent fraud Notwithstanding anything to the contrary contained in this Agreement or intentional misrepresentationin any other Transaction Document: (a) (i) No Indemnified Party will be entitled to indemnification under Section 6.1(a) or Section 6.2(a) of this Agreement, after the Closingas applicable, unless such Indemnified Party has incurred Losses in excess of $1,607,733 in the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “CapDeductible”); , in which case such Indemnified Party will be entitled to indemnification under Section 6.1(a) or Section 6.2(a) of this Agreement, as applicable, for an amount equal to the aggregate Losses in excess of the Deductible; and (ii) the maximum aggregate liability of the Indemnifying Party for Losses to which the Indemnified Party is entitled to indemnification under Section 6.1(a) or Section 6.2(a) of this Agreement, as applicable, shall be limited to $21,436,444 in the aggregate, 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 more 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”), and (ii) until the aggregate amount of all Losses for which any Indemnifying Party shall be liable pursuant to this Agreement shall not exceed at any time the value of the GREC LLC Common Shares (not including or such securities into which the GREC LLC Common Shares were then converted, if applicable) received pursuant to this Agreement, provided that once Group LLC has forfeited all of its GREC LLC Common Shares (or such securities into which the GREC LLC Common Shares were then converted, if applicable) received pursuant to this Agreement, and any Disregarded Losses) exceeds $500,000 (the “Basket”)distributions or other amounts earned thereon or received in respect thereof, in which event satisfaction of such Group LLC Indemnifying Party’s liability for Losses pursuant to this Agreement, then Group LLC shall have no further obligation or liability for Losses pursuant to this Agreement; provided further, however, that neither the Parent Indemnitees Deductible nor the maximum aggregate liability provided in (ii) herein shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any claims of, or causes of action arising out of, involving, or otherwise in respect of any breach by Target of the representations set forth in Section 3.4(a). Absent fraud a Fundamental Representation or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall Fraud. (b) For purposes of determining whether a breach of any representation or warranty for which indemnification may be solely for indemnification provided pursuant to this Article IX VI has occurred and subject calculating the resulting Losses, all qualifications with respect to materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty will be disregarded and will not be taken into effect. (c) The amount of any Loss for which indemnification is provided under this Article VI shall be net of (i) any amounts recovered by the applicable limitations contained herein; providedIndemnified Party pursuant to any indemnification by, howeveror indemnification agreement with, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For Third Party or, (ii) Third Party insurance proceeds (for the avoidance of doubt, not including self-insurance or insurance with a captive insurance Affiliate) or other sources of reimbursement received, which shall be an offset against such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Article VI. If the limitations contained in amount to be netted hereunder from any payment required under this Section 9.5 shall not apply in respect Article VI is determined after payment by the Indemnifying Party of claims for indemnification made any amount otherwise required to be paid to an Indemnified Party pursuant to Section 9.2. The computation this Article VI, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VI had such determination been made at the time of such payment. (d) No Indemnified Party shall be entitled to double recovery for any indemnifiable Losses even though such Losses may have resulted from the breach of more than one of the amount representations, warranties, agreements, and covenants of any 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 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them.

Limitations. Absent fraud or intentional misrepresentation(a) Notwithstanding anything to the contrary herein, after (i) the Closingaggregate 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 aggregate amount of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed $5,000,000 (the “Cap”); provided, however, that the Target Indemnitors Seller shall not be liable pursuant to under Section 9.1(a) (i6.1(a) for Losses breaches of Seller’s representations and warranties set forth 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 more 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”), and (ii) 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 Losses (not including any Disregarded Losses) exceeds $500,000 (Damages under Article VI from the “Basket”first dollar), in which event ; provided that the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations set forth in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 6.5(a) shall not apply in respect cases of claims for indemnification made pursuant to Section 9.2. The computation of fraud or willful breach by the amount of any 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 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 SecurityholdersSeller. For purposes solely of determining whether there has been 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 misrepresentation or breach of a representation or warranty for purposes of Section 9.1, reference to “Seller Material Adverse Effect” were omitted from such representations and warranties for purposes of determining the amount of Losses resulting therefromDamages 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 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 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 6.2(a) for breaches of its representations and warranties set forth in this Agreement (other than Buyer Fundamental Representations) shall be limited to the Lower Cap, and (iii) except in cases of breaches of the Buyer Fundamental Representations, 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 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 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 attributable to any breach thereof. Notwithstanding anything to the contrary contained in this Agreement or otherwise, in 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 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 Seller is or becomes liable for any such damages to a third party in 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 indemnification obligations of the Seller under this Agreement. However, the rights of the Buyer under this Article VI 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 escrow pursuant to the Escrow Agreement. (d) Except with respect to claims based on fraud or willful breach, the rights of the Indemnified Parties under this Article VI, Section 7.13 and the Escrow Agreement shall be read 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. (e) The Seller shall not be entitled to indemnification under this Article VI (and the Buyer shall have no liability to the Seller under this Article VI or otherwise) for any matter with respect to which the Buyer has been finally determined to be entitled to indemnification under this Article VI (disregarding the effect of any limitations as if 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 for which an Indemnified Party is entitled to be indemnified hereunder shall be reduced by the amount of any insurance proceeds such terms and phrases were not included in themIndemnified Party actually recovers with respect to such Damages.

Limitations. Absent fraud Seller Members’ obligations under Section 8.2 shall be subject to the following limitations: (a) none of Seller Members shall have any liability for Losses under Section 8.2(a)(i) or intentional misrepresentationSection 8.2(b)(i) for any individual item, after or group of items arising out of the Closingsame condition or circumstance, where the aggregate amount of indemnifiable Losses related thereto for which Seller Members would otherwise be required to provide indemnification are less than $200,000.00 (“Threshold”). After such Losses exceed the Target Indemnitors shall Threshold, Seller Members will be liable pursuant to Section 9.1(a) shall not exceed for the portion of such Losses in excess of $5,000,000 100,000.00 (the “CapDeductible”), and no Losses related thereto shall be aggregated for purposes of Section 8.4(b); 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 more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations limitation set forth in this Section 9.5 8.4(a) shall not apply to any claim brought for breach by Target of the representations set forth in a Fundamental Representation; (b) Seller Members shall not have any liability for Losses under Section 3.4(a). Absent fraud 8.2(a)(i) 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 Section 8.2(b)(i) to the applicable limitations contained hereinextent the aggregate amount of Losses related thereto for which Seller Members would otherwise be required to provide indemnification exceeds on a cumulative basis the Escrow Amount; provided, however, 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 limitation set forth in this Section 9.5 8.4(b) shall not apply in respect of claims to any claim brought for indemnification made pursuant to Section 9.2. The computation of the amount of any 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 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 Seller Fundamental Representation; (c) Seller Members shall not have any liability for Losses under Section 8.2(a)(i) or warranty Section 8.2(b)(i) to the extent such Loss is taken into account when calculating the Closing Net Working Capital as finally determined under Section 1.4 and the full amount of such Losses were included in such calculation (and resulted in a dollar-for-dollar reduction in the Final Purchase Price), and no such Losses shall be aggregated for purposes of Section 9.1, and for purposes 8.4(b); (d) the obligation of determining Seller Members to indemnify the Buyer Indemnitees against any Losses under Section 8.2 shall be reduced by the amount of insurance proceeds, cash receipts or other sources of reimbursement receivable by the Buyer Indemnitees from Third Parties, including Third Party insurers, with respect to such Losses resulting therefromor the underlying reasons therefor; and (e) in addition to all other limitations set forth in this Section 8.3, the amount of all qualifications indemnification payments required to be made by any Seller Member pursuant to Section 8.2 or exceptions therein relating this Article 8 in connection with the breach of any Fundamental Representation shall not, individually or in the aggregate, exceed the portion of the Final Purchase Price paid or payable to such Seller Member’s Seller pursuant to Section 1.4 and, further, the recourse of the Buyer Indemnitees under Section 8.2 in respect of the Fundamental Representations shall, first, be solely and strictly limited to recovery against amounts in the Escrow Amount, and, secondly if such amounts in the Escrow Account are extinguished or referring no longer available for distribution, then the Buyer Indemnitees may seek recourse from such Seller Member, in all cases subject to the terms “material”, “materiality”, “limits set forth in all material respects”, “Material Adverse Effect” or any similar term or phrase this Section 8.4(e). (f) The Escrow Account and the indemnities described in this Article 8 shall be disregarded, it being Buyer Indemnitees’ sole and exclusive remedies against any Seller Member to satisfy the understanding of the parties that for purposes of determining liability under indemnification obligations set forth in Section 9.1, the representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were not included in them5.5(a) or Section 8.2.

Limitations. Absent fraud (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to claims under this Article VI or intentional misrepresentationotherwise made with respect to this Agreement, after any Ancillary Agreement or the ClosingParent Certificate: (i) No individual claim shall be valid and assertable against any Seller unless it is for an amount in excess of US$25,000.00, and provided that such individual claims shall be applied against the threshold amount set forth in Section 6.5(a)(ii). (ii) No Seller shall be liable with respect to any Damages except to the extent that the aggregate amount of indemnifiable Losses for all Damages to which the Target Indemnitors Buyer has otherwise become entitled under this Article VI exceeds one-half of one percent (0.5%) of the Adjusted Purchase Price. All reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and reasonable costs of investigation) paid by Buyer (or any Affiliate of Buyer) in connection with any claims under this Article VI shall be liable pursuant to Section 9.1(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 more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined considered Damages for purposes of determining whether the Threshold threshold set forth in this Section 6.5(a)(ii) has been met exceeded, provided, however, no costs of investigation shall be considered Damages pursuant to the foregoing clause unless the Buyer provides the Parent with written notice of such investigation prior to the commencement thereof and, upon Parent's reasonable request, apprises the Parent of the status, findings and conclusions of such investigation. (iii) No Seller shall be liable with respect to any Losses Damages to the extent that such Damages, when aggregated with all other Damages to which the Buyer has become entitled under this Agreement or in connection with the transactions contemplated hereby, exceed US$28,000,000.00. (iv) The amount of any Damages to which the Buyer is entitled with respect to any claim shall be calculated net of a breach which do not meet any adjustment to the Threshold being “Disregarded Losses”Purchase Price made pursuant to Section 1.4 and for any accruals, reserves or provisions therefor reflected in the Final Closing Statement or the Financial Statements. (v) The amount of Damages recoverable by the Buyer under this Agreement shall be reduced by (i) the amount of any payment receivable by the Buyer (or any Affiliate thereof) with respect such Damages from any insurance provider or any other third party (or that the Buyer or any of its Affiliates would have been entitled to receive had the Buyer or its Affiliates maintained adequate and customary insurance policies for the Business and the Business Subsidiaries), and (ii) until the aggregate amount of all Losses any Tax benefit realized or realizable by the Buyer (not including or any Disregarded LossesAffiliate thereof) exceeds $500,000 (which is attributable to the “Basket”Damages to which such claim relates. For purposes of this Section 6.5(a)(v), the Tax benefit realizable by the Buyer (or any Affiliate thereof) shall be determined as of the date of the receipt of payment from Parent (or any Affiliate thereof) by calculating the present value of all expected reductions in Tax payments attributable to any expected deductions or decreases in income associated with the Damages to which event such claim relates, assuming that the Buyer is always subject to a total combined Tax rate of 40% and using a discount rate of 8% (compounded monthly). The Buyer shall use commercially reasonable efforts to pursue, and to cause its Affiliates to pursue, all insurance claims, other third party payments and Tax benefits to which it may be entitled in connection with any Damages it incurs. If the Buyer (or an Affiliate) becomes entitled to receive any insurance or other third party payment in connection with any claim for Damages for which it has already received a payment from the Parent Indemnitees (or any Affiliate thereof), it shall be pay to the Parent, within 30 days after such payment becomes receivable, an amount equal to the excess of (A) the amount previously received by the Buyer from the Parent (or any of its Affiliates) with respect to such claim plus the amount of such insurance or other third party payment, over (B) the amount of Damages to which the Buyer has become entitled under this Agreement in connection with such claim. (vi) In no event shall any Seller have any obligation or liability for: (A) any Damages that are consequential, in the nature of lost profits (including, without limitation, loss of profit or revenue, any multiple of reduced cash flow or any adjustment based on price to recover such Losses (other than Disregarded Losses) earnings or similar ratios), interference with operations, or loss of customers, tenants, lenders, investors or buyers, diminution in the value of property, special or punitive or otherwise not actual out-of-pocket damages except to the extent arising in excess connection with a third-party claim); (B) any Damages arising from or relating to, directly or indirectly, any matter disclosed in, or reasonably ascertainable from, the Disclosure Documents or any other matter or facts (including, without limitation, the breach or nonfulfillment of any representation, warranty, covenant, agreement or condition in this Agreement, the Parent Certificate or any Ancillary Agreement) of which the Buyer has knowledge on or before the Closing Date; (C) any Damages arising from or relating to, directly or indirectly, a breach that is remedied by or on behalf of the BasketSellers or for which the Buyer receives compensation within a reasonable period of time after the Sellers receive notice of such breach; (D) any Damages arising from or relating to, but directly or indirectly, any legislation or accounting principle not exceeding in force on the Cap. The limitations date hereof (or any alteration or repeal of any legislation or accounting principle in this Section 9.5 shall not apply to force on the date hereof), or which takes effect retroactively, or occurs as a result of any breach by Target increase in the rate of Tax in force on the date hereof or any change in the practices of the representations relevant Governmental Entity (including changes in the interpretation of relevant legislation or accounting principles); (E) any Damages arising from or relating to, directly or indirectly, any act, omission or transaction carried out by or at the request, or with the consent of, the Buyer or any Affiliate thereof before, on or after the Closing Date, including, without limitation, any change in the accounting policies, practices or procedures of the Business or any of the Business Subsidiaries after the Closing; (F) any Damages that, at the time the claim alleging such Damages are notified to the Sellers, are contingent or otherwise not capable of being quantified unless (and solely to the extent) such Damages cease to be contingent and become capable of being quantified prior to the date that is 36 months after the Closing Date; or (G) any Damages claimed in any Claim Notice received by the Sellers more than 18 months after the Closing Date. (vii) The Buyer shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages to which it may be entitled under this Agreement. (b) All costs and expenses (including, without limitation, legal fees and costs of investigation) incurred by such Seller (or any Affiliate thereof) in connection with the defense of third party claims under Section 6.3 shall, solely for purposes of determining whether the cap set forth in Section 3.4(a6.5(a)(iii) has been exceeded, be considered Damages to which the Buyer has become entitled under this Agreement or in connection with the transaction contemplated hereby. (c) Effective as of the Closing, the Buyer hereby waives and releases (and shall cause each Business Subsidiary to waive and release). Absent fraud , any claim any Business Subsidiary may have against any Seller or intentional misrepresentationits Affiliates as of the Closing Date, except for claims that directly relate to an inter-company item described in clause (b) of Section 4.5. (d) From and after the Closing, except with respect to (i) claims for equitable relief, including, without limitation, specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement or the Parent Indemnitees’ exclusive right Ancillary Agreements and (ii) claims subject to monetary damages resolution in accordance with the procedures set forth in Sections 1.2(b) and 1.4, the rights provided to the Parties under this Article VI shall be solely for indemnification pursuant the sole and exclusive remedies of the Parties and their respective Affiliates with respect to claims under this Article IX and subject Agreement or otherwise relating to the applicable limitations contained herein; providedtransactions contemplated hereby. Without limiting the generality of the foregoing, however, that this Section 9.5 in no way limits event shall any party’s rights Party, its successors or permitted assigns be entitled to applicable equitable remediesclaim or seek rescission of the transactions contemplated by this Agreement. (e) Warranty expenses ("RT Warranty Expenses") reasonably paid by the Buyer as a result of any design or manufacturing defect (existing prior to the date of the Closing) in the discontinued radio product manufactured by Sellers' Royce Thompson division (the " RT Warranty Matter") shall be consider▇▇ ▇▇▇▇▇▇▇ ▇▇▇ely for purposes of determining whether the threshold in 6.5(a)(ii) has been exceeded, but (i) solely to the extent that RT Warranty Expenses exceed, in the aggregate, $335,000 and (ii) do not exceed, in the aggregate, $829,000. For the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made pursuant to Section 9.2. The computation of the amount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss Buyer is assuming all RT Warranty Expenses and the event giving rise all liabilities related to the Loss RT Warranty Matter and Sellers shall have no obligation to indemnify Buyer for 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themRT Warranty Matter.

Limitations. Absent fraud or intentional misrepresentationNotwithstanding the foregoing, after the Closing, the aggregate amount of indemnifiable Losses for which the Target Indemnitors liability under this Article X shall be liable limited by the following: 10.4.1 Seller shall have no obligation with respect to Purchaser's losses pursuant to Section 9.1(a) 10.1 unless and until such losses are in excess of an aggregate of $250,000, and Purchaser shall not exceed have no obligation with respect to Seller's losses pursuant to 10.2 unless and until such losses are in excess of an aggregate of $5,000,000 (the “Cap”)250,000; provided, however, that the Target Indemnitors in any event, an indemnifying party shall not be liable pursuant only for claims hereunder to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of extent such Losses does not claims exceed a $20,000 minimum value per claim (the “Threshold”)250,000; and provided, it being understood further, however, that the amount of two (2) or more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees no party shall be entitled to recover such Losses (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 claims hereunder or under any other than Disregarded Losses) document or instrument contemplated hereby for any aggregate amount Asset Purchase Agreement Page 12 VeriBest/Mentor exceeding $14,950,000, and no party shall be liable for indirect, incidental, consequential, punitive or exemplary damages. 10.4.2 Notwithstanding anything herein to the extent contrary, the limitations set forth in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 10.4.1 with respect to Purchaser's indemnification obligations shall not apply to any breach claims for indemnification by Target Seller relating to, arising out of or in connection with (i) Purchaser's obligation to assume and pay the representations 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 3.4(a). Absent fraud or intentional misrepresentation5.2, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages Section 5.3 and Section 5.4 . 10.4.3 Seller shall be solely for indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in have 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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, 10.1.1 (i) if a court of competent jurisdiction determines the representations and warranties of the parties contained product or software at issue to be noninfringing; 10.4.4 Nothing in this Agreement shall be read construed as if such terms and phrases were not included limiting in themany way the remedies that may be available to Purchaser or Seller in the event of willful, common law fraud relating to the representations, warranties or covenants made by either party.

Limitations. Absent fraud or intentional misrepresentationNotwithstanding anything to the contrary herein, after the Closing, (i) the aggregate amount liability of indemnifiable Losses Parent for which the Target Indemnitors shall be liable pursuant to Damages under this Section 9.1(a) 5 of Exhibit G shall not exceed $5,000,000 (cash in an amount equal to 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 fair market value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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”Indemnification Escrow Shares), and (ii) neither the Indemnifying Stockholders nor Parent shall be liable under this Exhibit G unless and until the Damages arising out of any claim arising out of the same event or series of events or events of a similar nature exceed, with respect to the Company, $5,000 and with respect to Parent, $175,000 (a "Minor Claim") (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 Losses (not including any Disregarded Losses) exceeds Damages for which the Indemnifying Stockholders or Parent would otherwise be liable exceed, with respect to the Company, $500,000 100,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses"Company Threshold") and with respect to the extent Parent, $3,500,000 (at which point the Indemnifying Stockholders and Parent shall become liable for the aggregate Damages in excess of the Basketof, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 with respect to the applicable limitations contained herein; providedCompany, however$100,000 and with respect to Parent, 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 pursuant to Section 9.2. The computation of the amount of any 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 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$3,500,000). For purposes solely 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 amount of Losses resulting therefromthis Article, 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 Company 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 in this herein or the Merger Agreement shall be read as if 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 terms Company Shareholder pursuant to the Merger Agreement and phrases were 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 included to apply to expenses in them.excess of $60,000 withdrawn from the escrow account pursuant to Section 9.9 of the Merger Agreement. 87

Limitations. Absent fraud (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of each Indemnifying Stockholders for Damages under this Article VI shall not exceed 50% of the Value of the Merger Shares received by it or intentional misrepresentationplaced into escrow on its account and, (ii) the Indemnifying Stockholders shall not be liable under this Article VI unless and until the aggregate Damages for which they would otherwise be liable exceed $1,000,000 (at which point the Indemnifying Stockholders shall become liable for the aggregate Damages, and not just amounts in excess of $1,000,000); provided that the limitation set forth in clause (ii) above shall not apply to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2 or 2.3 (or the portion of the Company Certificate relating thereto) or to a breach of the covenants set forth in Section 4.8. For purposes solely of determining the amount of Damages pursuant to clause (ii) of the preceding sentence, all representations and warranties of the Company in Article II (other than Section 2.34) shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) The Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Stockholders under this Agreement. However, the rights of the Buyer under this Article VI shall not be limited to the Escrow Amount (as defined in the Escrow Agreement) but such rights shall be limited as set forth in Section 6.4(a) as to the aggregate liability of the Indemnifying Stockholders, nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights; provided that (i) the Buyer shall not attempt to collect any Damages directly from the Indemnifying Stockholders unless there are no remaining Escrow Shares held in escrow pursuant to the Escrow Agreement, in which event the Buyer shall be entitled to receive payment of the Claimed Amount or Agreed Amount, as is applicable, by wire transfer or check, or collect from the Indemnifying Party such number of Merger Shares actually received by the Indemnifying Party having an aggregate Value equal to the Claimed Amount or Agreed Amount, as the case may be, and (ii) with respect to any claim pursuant to Section 6.1(b), such claim shall be paid first out of the Escrow Shares attributable to the Company Stockholder liable thereunder. (c) Except with respect to claims based on fraud, after the Closing, the aggregate amount rights of indemnifiable Losses for which the Target Indemnitors Indemnified Parties under this Article VI and the Escrow Agreement shall be liable pursuant the exclusive remedy of the Indemnified Parties with respect to Section 9.1(a) shall not exceed $5,000,000 (claims resulting from or relating to the “Cap”); provided, however, that the Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect breach 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) representation or more claims reasonably related in subject matter warranty or arising out of the same facts failure to perform any covenant 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations agreement contained in this Section 9.5 Agreement. (d) No Indemnifying Stockholder shall not apply have any right of contribution against the Company or the Surviving Corporation with respect to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount Company of any Loss shall be done on an after-tax basis that takes into account the tax benefitsof its representations, if anywarranties, that result from the Loss and the event giving rise to the 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 covenants or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, 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 terms and phrases were not included in themagreements.

Limitations. Absent fraud or intentional misrepresentationNotwithstanding the provisions of Sections 8.4 and 8.5, after (i) Parent, Merger Sub and its affiliates shall not be entitled to indemnification by the Closing, Designated Company Stockholders hereunder until the aggregate amount of indemnifiable Losses for which the Target Indemnitors all Buyer Claims exceeds $25,000 (it being understood that Parent, Merger Sub and its affiliates shall be liable pursuant entitled to Section 9.1(a) shall not indemnification for the full amount of all Buyer Claims, the $25,000 threshold notwithstanding, to the extent Buyer Claims exceed $5,000,000 (the “Cap”25,000); provided, however, that Buyer Claims related to the Target Indemnitors matters identified in Sections 3.4 and 3.14 and all claims based upon fraud shall not be liable pursuant subject to Section 9.1(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed a foregoing $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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”)25,000 threshold, and (ii) Designated Company Stockholders shall not be entitled to indemnification by Parent hereunder until the aggregate amount of all Losses (not including any Disregarded Losses) Seller Claims exceeds $500,000 25,000 (it being understood that the “Basket”), in which event the Parent Indemnitees Designated Company Stockholders shall be entitled to recover such Losses (other than Disregarded Losses) indemnification for the full amount of all Seller Claims, the $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 excess Section 4.4 ("Capitalization"), or arising from clause (iii) of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 8.5(a) and all claims based upon fraud shall not apply to any breach by Target of the 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 limitations contained herein$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; providedPROVIDED, howeverHOWEVER, that this Buyer Claims related to the matters identified in Section 9.5 in no way limits any party’s rights 3.4 and all claims based upon fraud shall not be subject to applicable equitable remediesthe foregoing limitation. For the avoidance purpose of doubtthe 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 limitations contained fact that such matter is not included in this Section 9.5 shall not apply 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 claims for indemnification made pursuant to Section 9.2. The computation Assumed Enikia Liabilities, shall not exceed the value of the amount of any Loss shares delivered in the CDK Escrow Deposit, which except as set forth below, shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss Designated Company Stockholders' sole and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment 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. All indemnification payments In no event will any indemnifying party be liable for consequential damages 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themArticle VIII.

Limitations. Absent fraud or intentional misrepresentation, after (i) Notwithstanding any other provision in this Agreement to the Closingcontrary, the aggregate amount of indemnifiable Losses for which the Target Indemnitors Escrowed Holders shall not be liable required to make any indemnification payment pursuant to Section 9.1(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 more 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”), and (ii10.2(a)(i) until such time as the aggregate total amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (that have been suffered or incurred by the “Basket”Indemnitees pursuant to Section 10.2(a)(i), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply Losses attributable to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefrom, 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 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 $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 the 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 foregoing, the 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 limited to the Escrow Fund; provided, however, that, in no event shall any Escrowed Holder be liable for Losses attributable to any breach of the 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 Final Aggregate Merger Consideration; provided, further, however, that the amount of Losses each Escrowed Holder shall be obligated to pay the Indemnitees for any Indemnification Claim attributable to fraud or intentional misrepresentation or omissions on the part of the Company shall not exceed 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 the portion of the Final Aggregate Merger Consideration received by such Escrowed Holder. (iii) An 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 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 shall not be entitled to recovery from the Escrowed Holders for any exemplary, special, indirect or consequential Losses or damages of any kind whatsoever (including lost profits and diminution in value). (v) The amount of Losses recoverable by any Indemnitee under this Agreement with respect to an indemnity claim shall be read as if reduced by (A) the amount of any payment actually received by such terms Indemnitee from any insurance policy net of any deductibles or other amounts payable with respect thereto, and phrases were not included (B) the amount of any net Tax benefits actually received by the Indemnitee, in themeach case, in the year the indemnification payment is made or in any prior year, resulting from the incurrence or payment of such Losses.

Limitations. Absent fraud or intentional misrepresentation, after (a) Notwithstanding anything to the Closingcontrary contained in this Agreement, the aggregate amount of indemnifiable Losses for which the Target Indemnitors following limitations shall be liable pursuant apply to Section 9.1(a) shall not exceed $5,000,000 indemnification claims under this Agreement (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 more 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”)that, and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 limitations contained herein; provided, however, 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 pursuant to Section 9.2. The computation of the amount of any 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 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 amount of Losses resulting therefromunder this Section 11.5 only (but not for purposes of determining the occurrence of any breach), all qualifications or exceptions therein relating to or referring to representations and warranties of Seller in Article IV shall be construed as if the terms “material”, “materiality”, “in all material respects”, ” 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 any Indemnifying Party be responsible or liable for any Losses or other amounts under this Article XI that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages. Each party shall (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 which indemnification is provided to it under this Article XI. (b) The 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 be determined as of the date 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 reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it may be entitled in connection with any Losses it incurs, and the parties shall cooperate with each other in pursuing insurance claims with respect to any Losses or any similar term indemnification obligations with respect to Losses. If an Indemnified Party (or phrase shall be disregardedan 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 being shall pay to the understanding Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article XI with respect to such claim plus the amount of the parties that for purposes insurance payments received, over (B) the amount of determining liability Losses with respect to such claim which the Indemnified Party has become entitled to receive under Section 9.1this Article XI. Notwithstanding the foregoing, the representations 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 warranties satisfying any applicable deductible or retention amount with respect to such claim, together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, as the case may be, would exceed the value of the parties contained in this Agreement shall be read as if such terms and phrases were not included in themclaim for which the Indemnified Party is seeking indemnification.

Limitations. Absent fraud (a) With respect to claims for Damages arising pursuant to a claim for indemnification under Section 7.1(a) or intentional misrepresentationSection 7.2(a), after the Closing, Company Participating Equity Holders shall not be liable for any such Damages until the aggregate amount of indemnifiable Losses all such Damages exceeds $450,000 (the “Threshold Amount”) (at which point the Buyer shall be entitled to recovery for all Damages under Section 7.1(a) or Section 7.2(a), and not just amounts in excess of the Threshold 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 shall not have a right, to collect any Damages directly from any Company Participating Equity Holder for a breach of the Constitutive Representations (which, for the avoidance of doubt, are the only matters for which the Target Indemnitors 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 8.2 or the I-B Obligations (unless and only, in the case 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 liable pursuant 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 9.1(a) 8.2, Spinco shall not exceed $5,000,000 (indemnify the “Cap”)Buyer for any such Damages arising therefrom; provided, however, that the Target Indemnitors Buyer shall not be liable 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 9.1(a7.5(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 (i) for Losses in respect of any single breach the aggregate Merger Consideration and Earn-out Consideration, if the amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”)any, it being understood that the amount of two (2) or more 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”), and Company Participating Equity Holders are entitled to receive under this Agreement minus (ii) until the aggregate amount of all Losses (not including amount, if any, recovered by the Buyer from the Escrow Fund for any Disregarded Losses) exceeds $500,000 (the “Basket”), in which event the Parent Indemnitees shall be entitled to recover such Losses (other claims under this Agreement other than Disregarded Lossesclaims with respect to fraud, knowing misrepresentation or the I-B Obligations. (d) With respect to claims relating to the extent in excess of I-B Obligations, on the Basket, but not exceeding the Cap. The limitations in this Section 9.5 shall not apply to any breach by Target of the 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 basis and subject to the applicable limitations contained hereinset 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, with respect to claims relating to the I-B Obligations, Spinco shall be liable to the Buyer for any such Damages arising therefrom; provided, however, that this Section 9.5 in no way limits the Buyer shall not be entitled to assert any party’s rights claims relating to applicable equitable remedies. For the avoidance I-B Obligations against Spinco prior to the depletion or release of doubtthe Special Escrow Fund. (e) Notwithstanding anything to the contrary herein, except for claims based on fraud or knowing misrepresentation, the limitations contained in aggregate liability of each Company Participating Equity Holder for Damages under this Section 9.5 Agreement shall not apply in respect exceed the lesser of claims for indemnification made pursuant to Section 9.2. The computation (i) 100% of the amount of any Loss shall be done on an afteraggregate Merger Consideration and Earn-tax basis that takes into account the tax benefitsout 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 result from the Loss aggregate Merger Consideration and the event giving rise to the Loss and the tax costsEarn-out Consideration, if any, that result 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 have any right of contribution against the Company, I-B, A-C or 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 recover such Damages one time, and without duplication. (i) The amount of any Damages payable under this Article VII shall be 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 under 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 Damages to be recovered by the Buyer shall be recalculated, taking into account the limitations of this Agreement. All indemnification payments Section 7.5, as if such insurance proceeds had been made prior to the collection of any Damages under this Agreement shall, except as otherwise required by Federal income tax law, and any excess Damages previously collected after such recalculation shall be treated for Federal income tax purposes as an adjustment 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 Spinco or the Paying Agent for distribution to the Company Participating Equity Holders, as applicable. Notwithstanding the foregoing or anything to the contrary set forth herein, in no event shall the Buyer be required to pursue any insurance coverage in order to seek indemnification under this Article VII. (j) Notwithstanding anything herein to the contrary, the Buyer shall not have any right to indemnification under this Article VII, Section 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 provided pursuant to the RPS Securityholders. For purposes Section 1.10 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themAgreement.

Limitations. Absent fraud (a) None of the Seller Indemnifying Parties, collectively on the one hand, nor Purchaser, on the other hand, shall have any Liability under Sections 11.2(a) or intentional misrepresentation11.3(a) (and to the extent applicable thereto, after Sections 11.2(d) or 11.3(d)), as the Closingcase 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 the aggregate amount of indemnifiable Losses for which events or conditions that exceed the Target Indemnitors shall be liable pursuant to Section 9.1(a) shall not exceed De Minimis Basket incurred by the Purchaser Indemnified Parties or the Seller Indemnified Parties for such Sections, respectively, exceeds $5,000,000 2,400,000.00 (the “CapDeductible”), in which case the Seller Indemnifying Parties, on the one hand, or Purchaser and Parent, on the other, as the case may be, shall, subject to the other limitation set forth in this Article XI, be required to pay the Losses arising out of events or conditions that exceed the De Minimis Basket in excess of the Deductible; provided, however, that the Target Indemnitors 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 (excluding Section 5.17 (Environmental Matters)) to be liable pursuant to Section 9.1(atrue and correct. No Seller Indemnifying Party shall have any liability under Sections 11.2(b), (c) and (id) for Losses in respect arising out of any single breach if Manufacturer’s Defect Claims unless the aggregate amount of such Losses does not exceed a exceeds $20,000 minimum value per claim 50,000.00 (the “Threshold”), it being understood that the amount of two (2) or more 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”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Defect Basket”), in which event case the Parent Indemnitees Seller Indemnifying Parties shall be entitled required to recover pay for such Losses (other than Disregarded Losses) to the extent arising out of Manufacturer’s Defect Claims in excess of the Defect Basket, but not exceeding provided that such Losses actually do arise out of defects in manufacturing by a Seller. (b) None of Sellers or Owner, collectively on the Cap. The limitations one hand, nor Purchaser or Parent, on the other hand, shall have any Liability under Sections 11.2(a) or 11.3(a) (and to the extent applicable thereto, Sections 11.2(d) or 11.3(d)), as the case may be (i) in this Section 9.5 shall not apply to any breach by Target excess of $18,000,000.00, except for Losses arising out of breaches of Fundamental Representations, or (ii) for Losses in the aggregate in excess of the representations Purchase Price. (c) No time limitation set forth in Section 3.4(a). Absent fraud 11.1 or intentional misrepresentation, after the Closing, the Parent Indemniteeslimitations 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’ exclusive right to monetary damages shall be solely for indemnification pursuant to this Article IX Section 11.2 will be reduced by all insurance or other third party indemnification proceeds actually received by the Purchaser Indemnified Parties. Purchaser and subject 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 applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights Purchaser Indemnified Parties with respect to applicable equitable remedies. For Losses for which the avoidance of doubt, the limitations contained in this Section 9.5 shall not apply in respect of claims for indemnification made Purchaser Indemnified Parties have been previously compensated pursuant to Section 9.2. 11.2. (e) The computation 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 amount of any Loss Retention Bonus Escrow Amount 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 used to the Loss and the tax costs, if any, that result from satisfy any indemnification payment Claims made 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in them11.

Limitations. Absent fraud (a) No amounts of indemnity shall be payable as a result of any claim arising under clauses (a) through (d) of Section 5.2 unless and until the Company Indemnified Parties have paid, suffered or intentional misrepresentation, after the Closing, incurred Losses referred to in those clauses in excess of $100,000 in the aggregate amount (the “Indemnity Basket”), in which case the Company Indemnified Parties may bring a claim for all such Losses including the Indemnity Basket; and the maximum aggregate liability of indemnifiable Losses for which the Target Indemnitors shall be liable pursuant to Contributor under clauses (a) through (d) of Section 9.1(a) 5.2 shall not exceed $5,000,000 10,000,000 (the “Indemnity Cap”); provided, however, that neither the Target Indemnitors shall not be liable pursuant Indemnity Cap nor the Indemnity Basket will apply to claims under Section 9.1(a5.2(a) (i) for Losses in respect of any single breach if the amount of such Losses does not exceed arising as a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more 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 result of a breach which do not meet the Threshold being “Disregarded Losses”)by Contributor of any Fundamental Representation or arising from fraud or intentional misrepresentation by Contributor; provided, and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000 (the “Basket”)further, however, in which no event the Parent Indemnitees shall will Contributor be entitled to recover such Losses (other than Disregarded Losses) to the extent liable in an amount in excess of the BasketContribution Consideration, but not exceeding other than in the Cap. The limitations in this Section 9.5 shall not apply to case of any breach by Target of the representations set forth in Section 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages misrepresentation by Contributor. (b) No amounts of indemnity shall be solely for indemnification pursuant to this Article IX payable as a result of any claim arising under Section 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 applicable limitations contained hereinIndemnity 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 not exceed the Indemnity Cap; provided, however, that this neither the Indemnity Cap nor the Indemnity Basket will apply to claims under Section 9.5 5.3(a) arising as a result of a breach by the Company of any Fundamental Representation or arising from fraud or willful misrepresentation by the Company; provided, further, however, in no way limits any party’s rights to applicable equitable remedies. For event will the avoidance of doubt, the limitations contained Company be liable in this Section 9.5 shall not apply an amount in respect of claims for indemnification made pursuant to Section 9.2. The computation excess of the amount Contribution Consideration, other than in the case of any Loss shall be done on an after-tax basis that takes into account fraud or willful misrepresentation by the tax benefits, if any, that result from the Loss and the event giving rise to the 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 amount of Losses resulting therefrom, 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 terms and phrases were not included in themCompany.