Common use of Limitations Clause in Contracts

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

Limitations. Each of the representations and warranties of Seller contained in Paragraph 5.1: (ai) In no event shall is made as of the Seller or the Acquiror date of this Agreement; (ii) will be liable for any Damages pursuant deemed to Section 11.2(a) or 11.2(b)be remade by Seller, and to be true in all material respects, as applicableof Closing, subject to other matters expressly permitted in this Agreement or otherwise specifically approved in writing by Purchaser; and (iii) will survive for a period of one (1) year after the Closing Date, as defined in Paragraph 8.1. Any claim that Purchaser may have at any time against Seller for a breach of any such representation or warranty, whether known or unknown, which is not asserted by notice from Purchaser to Seller within such six (6) month period will not be valid or effective, and Seller will have no liability with respect thereto. Nor will Seller have any liability to Purchaser for a breach of any representation or warranty unless and until the aggregate amount of valid claims for all such Damages exceeds breaches collectively aggregate more than One Hundred Thousand Dollars ($100,000 (the “Liability Threshold”100,000.00), in which case event the full amount of such valid claims shall be actionable, subject to the limitation in Section 9.10. The continued accuracy in all material respects of the aforesaid representations and warranties is a condition precedent to Purchaser's obligation to close. If any of said representations and warranties is not correct in all material respects at the time the same is made or as of Closing, and Seller had no knowledge of such inaccuracy when the representation or warranty was made, or when remade at Closing, or if such warranty or representation becomes inaccurate on or prior to Closing other than by reason of Seller's default hereunder, Purchaser may, upon being notified of such occurrence on or prior to Closing either (a) terminate this Agreement without liability on the part of Seller or Purchaser, other than Purchaser's indemnity contained in Paragraph 9.15 and the AcquirorDeposit will be returned to Purchaser, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shallwaive such matter and proceed to Closing, by notice to Seller given within ten (10) days after Purchaser is notified of such occurrence, but in no event later than Closing. If Purchaser fails to give any notice within the required time period, Purchaser will be deemed to have elected to waive such matter and to proceed to Closing. If any of said representations and warranties are not correct in all material respects at the time the same is made or as of Closing, and shall cause Seller had knowledge of such inaccuracy when the applicable Indemnitees torepresentation or warranty was made, use or, by its default hereunder caused the representation or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages warranty to be indemnifiedinaccurate when remade at Closing, Purchaser may either (x) terminate this Agreement subject to its obligations under Paragraph 9.15, receive a return of the Deposit and recover from Seller all of Purchaser's actual, reasonable out-of-pocket costs incurred in connection with its review of the Property or (y) waive the breach and its rights under clause (x) and proceed to Closing, by notice to Seller given within ten (10) days after Purchaser is notified of such occurrence, but in no event later than Closing. The amount of If Purchaser fails to give any Damages recoverable by a party under Section 11.2 shall notice within the required time period, Purchaser will be reduced by the amount of any insurance proceeds actually paid deemed to the Indemnified Party or the Indemnitee, as applicable, relating have elected to waive such claimmatter and to proceed to Closing. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The Indemnifier’s obligations to indemnify the Claimant pursuant to Section 10.3 or 10.4 shall be subject to the following limitations: (a) In no event The Claimant shall be entitled to indemnification only for those Damages arising with respect to any claim as to which Claimant has given the Seller Indemnifier written notice within the appropriate time period set forth in Section 10.2 hereof for such claim. (b) Claimant’s Damages sought to be recovered under Section 6.3, 10.3 or 10.4 hereof shall be net of any insurance proceeds actually received by Claimant with respect to the events giving rise to such Damages. If the incurrence or payment of any such Damages makes allowable to the Indemnified Party any deduction, amortization, exclusion from income or other allowance (a “Tax Benefit”) which would not, but for such adjustment, be allowable, then the indemnification payment to the Claimant under this Section 10 shall be an amount equal to (i) the amount otherwise due but for this sentence, minus (ii) the amount of Tax savings actually realized by the Claimant as a result of the Tax Benefit in the Tax year in which the Damages were incurred (a “Tax Savings”). If and to the extent that subsequent to any payment of Damages by any Indemnifier to a Claimant hereunder, such Claimant receives insurance proceeds or realizes a Tax Savings with respect to the events giving rise to such Damages, which proceeds or Tax Savings would have been netted against such Damages if they had been received prior to the Indemnifier’s payment of such Damages, then the Claimant shall remit such insurance proceeds or the Acquiror amount of such Tax Savings to Indemnifier to the extent such proceeds would have been netted against such Damages. (c) Neither ACS and its Member nor GCI and its Member shall be liable for any Damages pursuant indemnification under Section 10.3(a), 10.3(e) or 10.3(g) (to the extent relating to Section 11.2(a10.3(a) or 11.2(b10.3(e)) (other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of fraud or any breach of any covenant to be performed following the Closing (the “Basket Exclusions”)), as applicable, unless and until the aggregate amount of all indemnification payments for which ACS and its Member or GCI and its Member, as the case may be, is liable in respect of indemnification under such Damages Sections (other than with respect to claims for indemnification based upon the Basket Exclusions) exceeds $100,000 1,500,000 (the “Liability ThresholdDeductible”), in which case the Seller event ACS and its Member or the AcquirorGCI and its Member, as applicablethe case may be, shall only be required to pay such indemnification payments in excess of the Deductible. (d) The aggregate amount of all indemnification payments for which ACS and its Member and the aggregate amount of all indemnification payments for which GCI and its Member shall be liable pursuant to Section 10.3(a), 10.3(e) and 10.3(g) (to the extent relating to Section 10.3(a) or 10.3(e)) (other than with respect to claims for indemnification based upon, arising out of, with respect to or by reason of the Basket Exclusions) shall not exceed $50,000,000. (e) Neither ACS and the ACS Member nor GCI and the GCI Member shall be liable for indemnification under Section 10.3(d) or 10.3(g) (to the extent relating to Section 10.3(d)) (other than with respect to a Basket Exclusion), until the aggregate amount of all indemnification payments for which ACS and the ACS Member or GCI and the GCI Member, as the case may be, is liable in respect of indemnification under such Damages Sections (other than with respect to claims for indemnification based upon the Basket Exclusions) exceeds $500,000 (the “CETC Claim Deductible”), in which event ACS and its Member or GCI and its Member, as the case may be, shall only be required to pay such indemnification payments in excess of the Liability ThresholdCETC Deductible. (f) The Company shall not be liable for indemnification under Section 10.4(d) (other than with respect to a Basket Exclusion), and then not until the aggregate amount of all indemnification payments for any Damages which the Company is liable in respect of indemnification under such Section (other than with respect to claims for indemnification based upon the Basket Exclusions) exceeds the CETC Claim Deductible, in which event the Company shall only be required to pay such indemnification payments in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapCETC Deductible. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

Limitations. Notwithstanding anything to the contrary in Section 12.1(a), the following limitations to the indemnity obligations of the Company and the Sellers shall apply: (ai) In no event Until the Initial Closing shall have occurred, the Seller or the Acquiror Company shall only be liable responsible for any Damages pursuant Losses which are attributable to a breach or inaccuracy described in Section 11.2(a12.1(a)(i)(A) if all Losses attributable to such breaches or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds inaccuracies exceed $100,000 (the “Liability Threshold”)50,000, in which case the Seller or the Acquiror, as applicable, Company shall be liable responsible for all such Damages Losses in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatethereof; provided, however, that: that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iiiCapitalization), 11.2(a)(ivSection 4.30 (No Broker) or 11.2(a)(vSection 5.1 (Title to Interests) (it being understood that the Company and Sellers, on a several and not joint basis, shall be responsible for such Losses from the first dollar without the application of any threshold or deductible). (ii) From and after the date and time of the Initial Closing, the Company shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(i)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Company shall be responsible for all Losses in excess thereof; provided, however, that the foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), or Section 4.30 (No Broker) (it being understood that the Seller Company and Sellers, on a several and not joint basis, shall be liable responsible for such Losses from the first dollar without the application of any threshold or deductible). (iii) The Principal Sellers shall only be responsible for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) if all Losses attributable to such breaches or inaccuracies exceed $500,000, in which case the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for all Damages suffered by Losses in excess thereof; provided, however, that the Acquiror foregoing limitations shall not apply to Losses attributable to breaches or inaccuracies arising out of fraud or willful misrepresentation, or breaches or inaccuracies of the representations and warranties set forth in Section 4.3 (Capitalization), Section 4.9 (Compliance with Laws), Section 4.18 (Title; Liens), Section 4.22 (Environmental Protection), Section 4.23 (Employee Benefit Plans), Section 4.30 (No Broker), Section 5.1 (Title to Interests) or Section 5.6 (No Broker) (it being understood that the Principal Sellers shall be severally, and not jointly, in proportion to his or its Indemnification Percentage, responsible for such Losses from the first dollar without the application of any deductible). The maximum aggregate liability of any Principal Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A) is the total purchase price paid to such Principal Seller under this Agreement. For clarity, if the Losses attributable to a breach of inaccuracy described in Section 12.1(a)(ii)(A) exceed $500,000, then the Principal Sellers shall be responsible, as aforesaid, for such Losses in excess of $500,000, even though one or more Principal Sellers may only be responsible for a portion of such excess that is less than $500,000. (iv) The maximum aggregate liability of any Seller for any Losses which are attributable to a breach or inaccuracy described in Section 12.1(a)(ii)(A), or Section 12.1(a)(iii)(A) is seventy-five percent (75%) of the total purchase price paid to such Seller under this Agreement, provided however that the maximum aggregate liability of any Seller for any Losses which are attributable to a breach or inaccuracy in the representations and warranties of the Company contained in Section 4.9 (without regard to the Liability Threshold schedules to this Agreement) is the total purchase price paid to such Seller under this Agreement. (v) The Buyer Indemnitees will not be entitled to indemnification for punitive damages, or Liability Capfor lost profits, consequential, exemplary or special damages; provided, however, that each Buyer Indemnitee shall be entitled to indemnification for punitive damages, or for lost profits, consequential, exemplary or special damages that are payable to third parties and constitute a part of such Buyer Indemnitee’s Losses; provided, further, that nothing contained herein shall be deemed to limit the right of any Buyer Indemnitee to indemnification for Losses attributable to the loss of value of such Buyer Indemnitee’s direct, or indirect interest in the Company or its Subsidiaries. (Bvi) for For purposes of claims clarification, each Principal Seller’s indemnity obligations under this Agreement will be several, and not joint, based on such Principal Seller’s Indemnification Percentage. For purposes of example, if there is an indemnity claim for a breach of a representation made by the Seller under Section 11.2(b)(iiiCompany at the Initial Closing, (subject to the limitations set forth herein), the Acquiror shall a Principal Seller will be liable responsible only for all Damages suffered by the Seller without regard that portion of Losses relating to the Liability Threshold or Liability Cap; and (C) for purposes indemnity claim based on such Principal Seller’s Indemnification Percentage of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapLosses. (bvii) Each party agrees that it shall, and shall cause In no event will the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount indemnity obligation of any Damages recoverable by a party under Section 11.2 shall be reduced by Seller exceed the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to received by such claimSeller hereunder. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

Limitations. (a) In no event No indemnity shall be payable to the Seller Atlas Indemnified Parties under Section 8.2(a) with respect to any claim resulting from any breach or the Acquiror be liable for inaccuracy of any Damages pursuant to Section 11.2(a) representation or 11.2(b), as applicablewarranty, unless and until the aggregate amount of all such Damages Losses due from APL exceeds $100,000 (the “Liability Threshold”)8,040,000, in which case the Seller or the Acquiror, as applicable, shall be liable for event all such Damages Losses so due in excess of such amount shall be paid in full by APL; provided that the Liability Thresholdaggregate amount payable by APL under Section 8.2(a), and then with respect to claims resulting from any breach or inaccuracy of a representation or warranty, shall not for exceed $40,200,000. Notwithstanding anything to the contrary contained in this Agreement, APL shall not be required to indemnify any Damages 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 excess this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses be included in the calculation of the then applicable Liability Cap for all claims made under such amounts specified in this Section 11.2(a8.5(a). The limitations set forth in this Section 8.5(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard not apply with respect to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties set forth in Sections 3.2 and 3.8. (b) Each party agrees that it shall, and No indemnity shall cause be payable to the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage APL Indemnified Parties under Section 8.3(a) with respect to any Damages claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Atlas exceeds $8,040,000, 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 8.3(a), with respect to claims resulting from any breach or inaccuracy of a representation or warranty, shall not exceed $40,200,000. Notwithstanding anything to the contrary contained in this Agreement, Atlas shall not be indemnifiedrequired to indemnify any APL Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation, warranty or covenant contained in this Agreement if the Loss (or series of related Losses) from such breach is less than $50,000, nor shall any such Losses be included in the calculation of the amounts specified in this Section 8.5(b). The amount of any Damages recoverable by a party under limitations set forth in this Section 11.2 8.5(b) shall be reduced by the amount of any insurance proceeds actually paid not apply with respect to the Indemnified Party or the Indemnitee, as applicable, relating to such claimrepresentations and warranties set forth in Section 4.4. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Losses for which either Seller or Buyer, as the case may be, is liable shall be reduced by (i) the amount of any insurance proceeds actually paid to the Buyer Indemnified Party or and the IndemniteeSeller Indemnified Party, as applicable, relating and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article XII, Seller shall not have any indemnification obligations for any individual Losses arising from or in connection with Section 12.2(a)(i) unless and until the aggregate amount of all such Losses, together with the amount of all such Losses under the Other Acquisition Agreement, exceed $2,879,000 (the “Deductible”), in which event Seller shall be required to pay the full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount (with respect to this Agreement, together with the full amount of such Losses paid or payable by Seller under the Other Acquisition Agreement) of $57,580,000 (the “Cap”); provided, that with respect to any claim to which any Buyer Indemnified Party may be entitled to indemnification under Section 12.2, Seller shall not be liable for any individual or series of related Losses which do not exceed $100,000 and any Losses with respect thereto shall not be included in Losses for purposes of determining the Deductible or the Cap. (b) In no event shall either party or any of its Affiliates be liable by reason of any breach of any representation, warranty, condition or other term of this Agreement or any duty of common law, for any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the foregoing does not limit any of the obligations or liability of either party or its Affiliates under Sections 12.2 and 12.3 with respect to claims of unrelated third parties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNeither Seller nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for (i) a change in legislation or accounting policies after the Closing or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Entity. (d) For purposes of determining whether a failure of any representation or warranty made by Seller or Buyer contained in this Agreement is true and accurate as of the Closing and for calculating the amount of Losses indemnifiable hereunder, CONSEQUENTIALany materiality, SPECIAL OR INDIRECT DAMAGESMaterial Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. [****] = Certain confidential information contained in this document, INCLUDING BUSINESS INTERRUPTIONmarked by brackets, LOSS OF FUTURE REVENUEhas been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, DIMINUTION IN VALUEas amended. Confidential treatment has been requested with respect to the omitted portions. (e) Except for claims based on fraud, PROFITS OR INCOMEthe right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYas the case may be, with respect to matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other cause of action or remedy at law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against the Seller or Buyer or any of their Affiliates with respect to any matter that is the subject of Article XII, and Buyer and Seller, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the subject of this Article XII.

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

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

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

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

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

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

Limitations. 7.1 The limitations set out in this clause 7 shall not apply to a Claim under this agreement against the Sellers which is (or the delay in discovery of which is) the consequence of fraud, dishonesty or wilful concealment. 7.2 Subject to clause 7.1, the liability of the Sellers in respect of any Claim (other than a Claim in respect of the Title Warranties): (a) In no event (other than the Tax Covenant and the Indemnities) shall not arise unless: (i) the Seller amount of the liability in respect of such single Claim exceeds £5,000; and/or (ii) the amount of all Claims made in respect of the Warranties or the Acquiror Tax Covenant (disregarding Claims excluded pursuant to clause 7.2(a)(i)) exceeds £75,000, in which event, the Sellers shall be liable for any Damages the whole of such Claims (disregarding Claims excluded pursuant to Section 11.2(aclause 7.2(a)(i)) and not merely the excess; (b) shall not exceed the aggregate value of the Consideration actually received by the Sellers pursuant to this agreement as reduced by any amounts for which they are liable under this agreement; and (c) shall terminate in respect of all Warranties (other than the Tax Warranties) on the second anniversary of Completion and, in respect of the Tax Warranties and the Tax Covenant, on the seventh anniversary of Completion, save in respect of any Claim of which notice in writing specifying in reasonable detail the matter giving rise to the Claim (including, to the fullest extent reasonably possible, the amount claimed) is given to the Sellers before that date; (d) (other than a Claim in respect of the Tax Covenant or 11.2(bthe Indemnities), shall not arise to the extent that the fact, matter or circumstance giving rise to the Claim was Disclosed or was actually known by the Purchaser at or before the Signing Date; (e) shall be reduced or extinguished (as applicablethe case may be) to the extent that a specific provision or reserve in respect thereof or of the event or circumstance giving rise thereto has been made in the Accounts or payment or discharge of the relevant matter has otherwise been taken into account in the Accounts; (f) shall not arise to the extent that such Claim arises by reason of a liability that, at the time when written notice of the Claim is given to the Sellers within the time limits specified in clause 7.2(c) above, is contingent only or is otherwise not capable of being quantified and the Sellers shall not be liable to make any payment in respect of such Claim unless and until the aggregate liability becomes an actual liability and is due and payable, but such liability shall not be extinguished provided that it has been notified to the Sellers by the Purchaser within the time periods set out in clause 7.2(c); (g) shall not arise to the extent that such Claim would not have arisen but for an act or omission carried out by the Purchaser or any Member of its Group or the Company or any other person connected with any of them or any of their respective directors, employees or agents after the date of this agreement other than any such act or omission (i) taken in the ordinary course of the Business, (ii) pursuant to a legally binding commitment entered into by the Company on or before Completion or (iii) which is necessary to enable the business to comply with any law, regulation or accounting practice in effect or coming into effect after the Completion Date; (h) shall not arise to the extent that it arises or that it is increased as a result of any change in, or in the published interpretations of, any law or regulation or in the published practice of any government department agency or regulatory body, or any increase in the rates of or any changes in the method of calculating any Taxation or the imposition of any new Taxation coming into effect after the date of this agreement (whether or not prospectively in force at the date hereof of this agreement); (i) shall not arise to the extent that such claim or liability arises or that the amount thereof is increased as a result of all such Damages exceeds $100,000 any change after the date hereof in the accounting reference date or in any of the accounting policies, bases or practices of the Company or the Purchaser (including a change in the accounting bases upon which the Company values its assets) other than a change required to comply with law, accounting standards or generally accepted accounting principles or practice in force as at Completion; (j) shall not arise to the extent that the Purchaser or any other Member of its Group is entitled to recover and does so recover an amount from a third party (including the Purchaser’s or any other Member of its Group’s insurers or any Tax Authority, by way of rebate, allowance or other Tax benefit) in respect of the subject matter giving rise to the Claim (the “Liability ThresholdThird Party Sum”)) and if the recovery of the Third Party Sum and./or any and all Tax payable by the Purchaser by virtue of its receipt is recovered from such third party after the Claim has been settled and paid, the Purchaser shall reimburse to the Sellers (or, if the Claim was settled out of monies standing to the credit of such account, the Escrow Account) within five Business Days of recovery by the Purchaser of the Third Party Sum and/or any and all Tax payable by the Purchaser by virtue of its receipt the lesser of the sum paid by the Sellers or from the Escrow Account and the Third Party Sum (after deducting in which either case all reasonable costs and expenses properly incurred by the Seller Purchaser or the Acquiror, as applicable, shall be liable for all such Damages Company in excess enforcing a Third Party Sum); 7.3 Where the Company is entitled to recover from a third party insurer (pursuant to any policy of the Liability Threshold, and then not for any Damages insurance in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) place at or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(vprior to Completion), the Seller Purchaser shall procure that the Company undertakes and exhausts all reasonable steps to enforce such recovery before taking proceedings against the Sellers. 7.4 The Purchaser shall not be liable for all Damages suffered by entitled to recover from the Acquiror without regard Sellers under the Warranties, the Tax Covenant or the Indemnities more than once in respect of the same damage suffered. 7.5 The Purchaser shall, or shall procure that each relevant Member of its Group shall, keep the Sellers fully and promptly informed of any actual or prospective right of recovery from any third party as referred to in clause 7.2(j) and clause 7.3. 7.6 If the Liability Threshold Purchaser or Liability Cap; any other Member of its Group becomes aware of any claim, action or demand against it, or of any circumstance which may give rise to any claim, action or demand against it, and which may give rise to a Claim (B) for purposes other than in respect of claims made by a Tax Claim, the Seller under Section 11.2(b)(iiiconduct of which is set out in part 4 of schedule 4), the Acquiror Purchaser shall be liable for all Damages suffered by forthwith give written notice (including reasonable particulars of such claim or circumstance and, so far as is reasonably possible, the Seller without regard amount claimed) to the Liability Threshold or Liability Cap; Sellers and the Purchaser shall and shall procure that the Company shall: (Ca) for purposes of claims made by a party due give the Sellers and their professional advisers reasonable access to the premises and personnel of the Purchaser and/or the Company and/or any other partymember of the Purchaser’s fraud Group as the case may be and to any relevant assets, accounts, documents and records within the control of any member of the Purchaser’s Group and/or the Company to enable the Sellers and their professional advisers to examine such assets, accounts, documents and records and take photographs or willful misconductphotocopies thereof at its own expense in order to appraise themselves of all facts, such party shall be liable for all Damages suffered by the other party without regard matters and information relevant to the Liability Threshold claim, action or Liability Cap.demand against the Purchaser or the Company; (b) Each party agrees that it shall, and shall cause consult with the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and Sellers in existence that provide coverage with respect to any Damages to be indemnified. The amount advance of any Damages recoverable by a party under Section 11.2 shall be reduced action taken by the amount Purchaser or any Member of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to its Group in respect of such claim., action or demand; and (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALhave due regard and take reasonable account of the Sellers’ representations made during such consultations. (d) For the avoidance of doubt, CONSEQUENTIALthe Purchaser shall be entitled to take (or procure that a Member of its Group takes) any reasonable action in respect of a claim, SPECIAL OR INDIRECT DAMAGESaction or demand against it, INCLUDING BUSINESS INTERRUPTIONprovided that it takes into account the interests of the Sellers in the terms of clause 7.6(c) as well as the reasonable financial and commercial interests of the Purchaser and its Group. 7.7 Any Claim which has been made for breach of Warranty (and which has not been previously satisfied, LOSS OF FUTURE REVENUEsettled or withdrawn) shall be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six months commencing on the date on which notice of such claim was given to the Sellers in accordance with clause 7.2(c), DIMINUTION IN VALUEunless legal or arbitration proceedings in respect of such claim shall have been validly commenced and served on the Sellers within such notice period. 7.8 For the avoidance of doubt, PROFITS OR INCOMEand subject to the provisions of clause 6.8 and this clause 7, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthe Purchaser shall not be prevented from making a Claim or from recovering any amount from the Sellers, notwithstanding the fact that the full amount held in the Escrow Account may have already been paid to the Purchaser. 7.9 Without prejudice to any other provision in this agreement for the protection of the Sellers or either of them, the Purchaser shall and shall procure that each Member of its Group shall take all steps as required by law to mitigate any loss or damage which the Purchaser may suffer in consequence of any matter giving rise to a Claim in respect of any Warranty.

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

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

Limitations. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents: (a) In no event Lockheed ▇▇▇▇▇▇ shall have liability to the Seller or Company Indemnified Parties with respect to breaches of the Acquiror representations and warranties described in Section 11.02(a)(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 liable for any Damages 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 11.2(a11.03(a) or 11.2(b)within the period following the Closing Date specified for each respective matter in Section 11.01. In addition, as applicable, unless and until the aggregate amount of all such Lockheed ▇▇▇▇▇▇ will not be responsible for making any payments with respect to Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any individual items relating to the representations and warranties described in Section 11.02(a)(i)(1) where Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicablerelating thereto are less than $25,000 (or, in the aggregate; providedcase of representations and warranties that include materiality, howeverMaterial Adverse Effect or similar qualifications, that: (A$1,000,000) and such items shall not be aggregated for purposes of claims made determining whether Damages incurred by Company Indemnified Parties exceed the Acquiror under Sections 11.2(a)(iii), 11.2(a)(ivdeductible amount set forth in clause (i) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capabove. (b) Each party agrees that it shall, and Boeing shall cause have liability to the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Company Indemnified Parties with respect to any 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 to of all Company Indemnified Parties (taken as a whole) shall exceed $8,000,000 (it being understood that such $8,000,000 shall be indemnified. The a deductible amount of any Damages and shall not be recoverable by the Company Indemnified Parties) and (ii) such matters were the subject of a party under Section 11.2 shall be reduced written notice given by the amount of any insurance proceeds actually paid to the Indemnified Party or pursuant to Section 11.03(a) within the Indemniteeperiod following the Closing Date specified for each respective matter in Section 11.01. In addition, as applicable, Boeing 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(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 claimitems 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) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALIf 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 of a covenant or agreement), CONSEQUENTIAL11.02(a)(i)(2), SPECIAL OR INDIRECT DAMAGES11.02(a)(i)(3) or 11.02(a)(ii) for any matter, INCLUDING BUSINESS INTERRUPTIONthe Company shall not be required first to seek indemnification pursuant to Section 11.02(a)(i)(1) in respect of any breach of a representation or warranty arising from such matter. If and to the 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), LOSS OF FUTURE REVENUE11.02(b)(i)(2), DIMINUTION IN VALUE11.02(b)(i)(3) or 11.02(b)(ii) for any matter, PROFITS OR INCOMEthe Company shall not be required first to seek indemnification pursuant to Section 11.02(b)(i)(1) in respect of any breach of a representation or warranty arising from such matter. (d) Notwithstanding anything to the contrary contained herein, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYalthough 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 entitled to recover indemnification for the same claim under more than one provision of this Article XI.

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

Limitations. (a) Notwithstanding anything herein to the contrary, no Indemnifying Party shall have any obligation to indemnify any Indemnified Parties pursuant to Sections 9.02(a)(i) or 9.03(a)(i), and no Indemnified Party shall make a claim pursuant to Sections 9.02(a)(i) or 9.03(a)(i), unless the aggregate amount of Damages sustained or incurred with respect to all claims pursuant to Section 9.02(a)(i) or Section 9.03(a)(i), as the case may be, exceeds $700,000 and then only to the extent of such excess up to (but not in excess of) a maximum aggregate indemnity for such Damages payable by the Purchaser pursuant to Section 9.02(a)(i) or the Sellers pursuant to Section 9.03(a)(i), as the case may be, of an amount equal to $7 million. (b) Notwithstanding anything herein to the contrary, payments by the Indemnifying Party pursuant to Section 9.02 or 9.03 shall be limited to the amount of Damages, if any, that remains after deducting therefrom (i) any Tax benefit to the applicable Indemnified Parties resulting from such Damages, (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Parties from any third party with respect thereto, (iii) any provision or reserve provided for the item in question in the Closing Date Working Capital Amount and (iv) any adjustments to the Purchase Price paid pursuant to Section 2.07 in respect of the item in question. (c) The Sellers shall have no liability under any provision of this Agreement for any Damages to the extent that such Damages relate to actions taken or omitted to be taken by the Purchaser or any of its Affiliates after the Closing Date. In no event shall the Seller Purchaser or the Acquiror Sellers be liable to indemnify the other for punitive, consequential, special or similar Damages. The Purchaser shall take all reasonable steps to mitigate all Damages incurred or sustained by any Purchaser Indemnified Party upon and after becoming aware of any event which could reasonably be expected to give rise to Damages. (d) Notwithstanding any other provision of this Agreement, the Purchaser acknowledges that the obligation of the Sellers to provide indemnification for Damages arising out of Section 9.03 extends only to the Purchaser Indemnified Parties, and that the Sellers shall not be obligated to provide such indemnification to any other Persons other than a permitted assignee pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap11.08. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything to the contrary contained herein or under any applicable law: (a) In no event shall the Seller or the No Acquiror be liable Indemnified Person may recover any amounts in respect of any claim for any Damages indemnification that is made pursuant to Section 11.2(athis Agreement and does not involve: (i) a Fundamental Representation or 11.2(b)(ii) Fraud, as applicable(iii) Pre-Closing Taxes, (iv) any matter for which specific indemnification is available to an Acquiror Indemnified Person, unless and until the aggregate amount of all such Damages that may be claimed exceeds US $100,000 50,000 (the “Liability Threshold”), in which case and once the Seller or the AcquirorThreshold has been reached, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable Indemnified Person may make claims for indemnification and may receive amounts for all Damages suffered by (including the Acquiror without regard amount of the Threshold) pursuant to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capterms herein. (b) Each party agrees that it shallThe total and aggregate indemnification under this Agreement and applicable law shall be limited to (A) the aggregate amount of cash the Seller actually received pursuant to Section 2.2 hereof with respect to (i) breaches of the Fundamental Representations; (ii) breaches of the Company’s and/or Seller’s covenants under this Agreement, and (B) an aggregate amount of A$1,500,000 for breach of the representation and warranties set forth in Section 3.8 (Intellectual Property), otherwise the total and aggregate indemnification under this Agreement and/or applicable law shall cause be limited to the aggregate amount A $900,000. In the case of Fraud, such Liability for Damages shall be unlimited with respect to Seller. Nothing shall prevent or restrict the Acquiror Indemnified Person from seeking (A) injunctive or other equitable relief to enjoin the breach, or threatened breach, of any provision of this Agreement or any Transaction Document, (B) specific performance of the provisions of this Agreement or any Transaction Document, and (C) declaratory relief with respect to this Agreement or any Transaction Document. In any event and notwithstanding anything to the contrary herein or under any applicable Indemnitees tolaw or agreement, use its or their commercially reasonable efforts will the aggregate liability of the Seller under this Agreement exceed the aggregate amount of cash the Seller actually received pursuant to secure payment from Section 2.2 hereof. (c) Damages shall be calculated net of actual recoveries under existing insurance policies available (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums), it being understood that Acquiror Indemnified Person shall be obligated to take reasonable actions to reduce damages seek recovery under any insurance policies with respect to any particular Damages and the failure of an Acquiror Indemnified Person to seek recovery under any insurance policies shall not in any way affect or modify such Acquiror Indemnified Person’s rights under this Article 11. (d) In determining the existence or amount of any Damages in respect of the failure of any representation or warranty to be true and correct as of any particular date or the breach of or default in connection with any covenant or agreement, any knowledge materiality or Material Adverse Change standard or qualification, or standard or qualification that provide coverage a matter be or not be “reasonably expected” or “reasonably likely” to occur, contained in or otherwise applicable to such representation, warrant, covenant or agreement shall be disregarded; provided that such standard or qualification shall not be disregarded for the purposes of the initial determination of whether there was a failure of such representation or warranty to be true and correct, or a breach of or default in connection with any covenant or agreement, as aforesaid. (e) Notwithstanding anything to the contrary herein, (i) Seller will not have any right of indemnification, contribution or right of advancement from Acquiror, the Company or any other Acquiror Indemnified Person with respect to any Damages to claimed by any Acquiror Indemnified Person, the rights and remedies of the Acquiror Indemnified Persons after the Closing shall not be indemnified. The amount limited by any investigation made, disclosure received, or knowledge obtained, by or on behalf of any Damages recoverable by a party under Section 11.2 shall be reduced by Acquiror Indemnified Person prior to the amount Closing regarding any failure, breach or other event or circumstance or (B) any waiver of any insurance proceeds actually paid condition to the Closing related thereto and (iii) if an Acquiror Indemnified Party Person’s claim under this Article 11 may be properly characterized in multiple ways in accordance with this Article 11 such that such claim may or may not be subject to different caps and other limitations depending on such characterization, then such Acquiror Indemnified Person shall have the Indemnitee, as applicable, relating right to characterize such claimindemnifiable matter in a manner that maximizes the recovery permitted in accordance with this Article 11. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

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

Limitations. (a) In no event shall Notwithstanding any provision herein to the contrary, the aggregate indemnification obligations of the Seller under Section 7.2(a), other than the indemnification obligations for breaches of the Fundamental Representations of the Seller or breaches of Section 3.7 (Taxes), shall at Closing not exceed One Million Seventeen Thousand Five Hundred Dollars ($1,017,500) (the Acquiror “Cap”); provided, however, that the Cap shall be liable for increased dollar-for-dollar by an amount equal to 10.7% of any Damages 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 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 11.2(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 11.2(b)not outstanding or earned, as applicable; the Seller shall have no liability for any shortfall. For the avoidance of doubt, unless (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 any 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 such Damages Losses for which indemnification claims that have been asserted under Section 7.2(a) exceeds the aggregate amount of One Hundred Seventy-Five Thousand Dollars ($100,000 175,000) (the “Liability ThresholdDeductible”) (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 case the Seller or the Acquirorand then, as applicable, such indemnification obligation shall be liable for apply to all such Damages Losses (but only including Qualifying Claims) in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateDeductible; provided, however, that: (A) for purposes that breaches of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), Fundamental Representations of the Seller or breaches Section 3.7 (Taxes) shall not be liable for all Damages suffered by the Acquiror without regard subject to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimDeductible. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny claims for Losses under Section 7.2 or Section 7.3 must be submitted before 11:59 p.m., CONSEQUENTIALNew York, SPECIAL OR INDIRECT DAMAGESNew York time, INCLUDING BUSINESS INTERRUPTIONon or prior to the date the survival period applicable to the representations and warranties or covenants on which such claim is based expires. In the event a claim for Losses is not given on or prior to the date the survival period for such representation, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYwarranty or covenant expires then such claim for Losses will be irrevocably released and/or waived.

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

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

Limitations. Except with respect to claims based on actual fraud or injunctive or any similar equitable relief that may be available to Purchaser, the rights of the Purchaser Indemnitees under Section 4.2 shall be the sole and exclusive remedies of the Purchaser Indemnitees with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform Seller’s obligations under this Agreement. Without limiting the generality of the foregoing, in no event shall Purchaser, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. (a) In no event Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (i) the aggregate liability of Seller or for the Acquiror sum of all Damages under Sections 4.2(a) and (b) shall not exceed $[*]; (ii) Seller shall not be liable obligated to pay Purchaser Indemnitees indemnification for any Damages pursuant that exceed in aggregate $[*], and the sole remedy of the Purchaser Indemnitees for Damages to which they are otherwise entitled to indemnification under Section 11.2(a4.2 that exceed in aggregate $[*] and that are within the limit described in Section 4.3(a)(i) shall be to offset the amount of such Damages against payments that may become due and payable under Section 1.7(b); (iii) no individual claim or series of related claims for indemnification under Sections 4.2(a) or 11.2(b), as applicable, (b) shall be valid or assertable unless and until it is (or they are) for an amount in excess of $[*]; (iv) the Seller shall be liable under Section 4.2(a) only if the aggregate amount of all Damages under Section 4.2(a) exceed $[*] (it being understood that, if such Damages exceeds $100,000 (the “Liability Threshold”)condition is satisfied, in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability ThresholdDamages, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Capsuch threshold, but subject to other limitations in this Section 4); (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.and

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

Limitations. (1) Notwithstanding any other provision of this Agreement: (a) In no event any Claim arising out of any breach or inaccuracy of any the Fundamental Company Representations or any breach of any covenant of the Company shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 9.03 or Section 9.04 is delivered by the Seller Glencore Indemnitee to the Company on or prior to the Acquiror latest date permitted by applicable law (or in the case of the covenants of the Company, such shorter period expressly specified therein); and (b) any Claim arising out of any breach or inaccuracy of any of the representations and warranties of the Company contained in this Agreement, other than the Fundamental Company Representations, shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 9.03 or Section 9.04 is delivered by the Glencore Indemnitee to the Company within 12 months of the date of this Agreement. (2) Notwithstanding Section 9.02(1), any Claim arising out of any breach or inaccuracy of any representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud may be brought at any time on or prior to the latest date permitted by Applicable Law. (3) Notwithstanding any other provision of this Agreement: (a) the Company shall not be liable to any Glencore Indemnitee in respect of any breach of any representation or warranty of the Company in this Agreement: (i) for any Damages pursuant to Section 11.2(aindividual claim (or series of related claims) for Losses unless the amount of Losses in respect of such claim (or 11.2(b), as applicable, series of related claims) exceeds $[Redacted - Commercially sensitive information]; and (ii) unless and until the aggregate amount of all such Damages Losses exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, [Redacted - Commercially sensitive information] and then only to the extent of such excess; and (b) the Company's maximum liability under Section 9.01 shall not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, exceed $[Redacted - Commercially sensitive information] in the aggregate; provided, however, that: (A) for purposes provided that the foregoing limitations shall not apply in the case of claims made fraud by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(ivCompany. (4) or 11.2(a)(v)Notwithstanding anything to the contrary in this Agreement, the Seller Company shall not be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold under this Agreement in respect of: (a) any consequential, special, indirect, multiple-of-profit or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold punitive damages or Liability Cap; and (C) for purposes of claims made by Losses in connection with a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.Direct Claim; (b) Each party agrees any Loss which is contingent unless and until such contingent Loss becomes an actual Loss that it shall, is due and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim.payable; (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYany Loss to the extent that such Loss arises as a result of a failure by Glencore to comply with any of its obligations under this Agreement; (d) any changes in Applicable Law or changes in generally accepted interpretation or application of Applicable Law; or (e) any changes in Applicable Accounting Standards or generally accepted interpretation or application of Applicable Accounting Standards.

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

Limitations. (a) In If the Closing occurs, Seller shall have no event shall the Seller or the Acquiror be liable liability under Section 13.2(a) for any Damages pursuant to individual Damage that does not exceed $200,000 (and such Damage shall not be applied towards the Indemnity Deductible) and Seller shall have no liability under Section 11.2(a13.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such otherwise indemnifiable Damages thereunder exceeds $100,000 a deductible (not a threshold) of 3% of the Base Purchase Price (the “Liability ThresholdIndemnity Deductible”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all only the amount by which the total of such Damages suffered by exceeds such deductible. Notwithstanding the Acquiror without regard foregoing and anything to the Liability Threshold or Liability Cap; (B) for purposes of claims made by contrary in the Seller Agreement, the limitations set forth above shall not apply to Damages under Section 11.2(b)(iii13.2(a) that arise from or as a result of, or are directly or indirectly connected with an inaccuracy in, or a breach of, the representations and warranties contained in Section 3.1 (Title to Interests), Section 3.2 (Organization and Standing), Section 3.3 (Power and Authority), Section 3.4 (Valid and Binding Agreement), Section 3.8 (Accredited Investor; Investment Intent), Section 4.1 (Organization and Standing), Section 4.2 (Governing Documents), Section 4.3 (Capital Structure), Section 4.4 (Power and Authority), Section 4.5 (Valid and Binding Agreement) and Section 4.29 (Special Warranty) (the Acquiror shall be liable for all Damages suffered by the “Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapFundamental Representations”). (b) Each party agrees If the Closing occurs, the maximum aggregate amount of Damages that it shallmay be recovered from Seller under Section 13.2(a) shall not exceed the value of the Indemnity Escrowed Shares. Notwithstanding the foregoing and anything to the contrary in the Agreement, (i) the cap limitation set forth above shall not apply to Damages under Section 13.2(a) that arise from or as a result of, or are connected with an inaccuracy in, or a breach of, the Seller Fundamental Representations; (ii) in no event shall Seller’s liability under this Agreement exceed the consideration received by Seller at the Closing, and (iii) in no event shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment any Damages arising from insurance policies available and in existence that provide coverage any breach of Section 4.29 with respect to any Damages Oil and Gas Property (when aggregated with any Defect Amount attributable to be indemnified. The amount of any Damages recoverable by a party Title Defect asserted under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating Article VIII with respect to such claimOil and Gas Property) exceed the Allocated Value of such Oil and Gas Property. (c) If the Closing occurs, Buyer shall have no liability under Section 13.1(a) until the aggregate amount of otherwise indemnifiable Damages thereunder exceeds a deductible (not a threshold) of 3% of the Base Purchase Price, and then Buyer shall be liable for only the amount by which the total of such Damages exceeds such deductible. Notwithstanding the foregoing and anything to the contrary in the Agreement, the deductible limitation set forth above shall not apply to Damages under Section 13.1(a) that arise from or as a result of, or are directly or indirectly connected with an inaccuracy in, or a breach of, the representations and warranties contained in Section 6.1 (Organization and Standing), Section 6.2 (Power and Authority), Section 6.3 (Valid and Binding Agreement), Section 6.10 (Accredited Investor; Investment Intent), Section 6.12 (Issuance of Parent Shares), Section 6.13 (Capitalization), Section 6.15 (No Registration), Section 6.17 (NYSE Listing), Section 6.18 (S-3 Eligibility) and Section 6.21 (Registration Rights) (the “Buyer Fundamental Representations”). (d) If the Closing occurs, the maximum aggregate amount of Damages that may be recovered from Buyer under Section 13.1(a) shall not exceed the 3% of the Base Purchase Price. Notwithstanding the foregoing and anything to the contrary in the Agreement, the cap limitation set forth above shall not apply to Damages under Section 13.1(a) that arise directly or indirectly from or as a result of, or are directly or indirectly connected with an inaccuracy in, or a breach of, the Buyer Fundamental Representations. (e) THE INDEMNIFICATION OBLIGATIONS LIMITATIONS ON LIABILITY IN SECTION 13.3 OR SECTION 13.4 SHALL APPLY TO THE APPLICABLE LIABILITY EVEN IF SUCH LIABILITY IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYPARTY WHOSE LIABILITY IS SO LIMITED.

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

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

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

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

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

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

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

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

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

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Losses for which either any Seller or Buyer, as the case may be, is liable shall be reduced by (i) the amount of any insurance proceeds actually paid to the Buyer Indemnified Party or and the IndemniteeSeller Indemnified Party, as applicable, relating and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such claimLosses. (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 ($20,000) (the “Deductible”), in which event Sellers shall be required to pay the full amount of such Losses to the extent exceeding the Deductible, but only up to a maximum aggregate amount with respect to this Agreement together with the Other Acquisition Agreement of Four Hundred Thousand Dollars ($400,000). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALIn no event shall any party or any of its Affiliates be liable by reason of any breach of any representation, CONSEQUENTIALwarranty, SPECIAL OR INDIRECT DAMAGEScondition or other term of this Agreement or any duty of common law, INCLUDING BUSINESS INTERRUPTIONfor any punitive loss or damage and each party hereto agrees that it shall not make any such claim; provided that the foregoing does not limit any of the obligations or liability of any party or its Affiliates under Sections 12.2 and 12.3 with respect to claims of unrelated third parties. (d) Neither Sellers nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for (i) a change in GAAP or (ii) a change in any Law after the Closing or a change in the interpretation of any Law after the Closing as determined by a Governmental Entity. (e) For purposes of determining whether a breach of a representation or warranty has occurred for which indemnification is provided under this Article XII (but, LOSS OF FUTURE REVENUEfor the sake of clarity, DIMINUTION IN VALUEnot for calculating the amount of Losses indemnifiable hereunder), PROFITS OR INCOMEany materiality, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYMaterial Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. (f) Except for claims based on fraud, the right of the Buyer Indemnified Parties and the Seller Indemnified Parties under this Article XII shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, with respect to matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or Product Technology, Assumed Liabilities or Excluded Liabilities and no Indemnified Party shall have any other cause of action or remedy at Law in equity for breach of contract, rescission, tort, or otherwise against the other party arising under or in connection with this Agreement and the matters and transactions contemplated hereby. Without limiting the generality of the preceding sentence, except in the case of specific performance and for claims based on fraud, no legal action sounding in contribution, tort, or strict liability (in each case, other than claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of its officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against Sellers or Buyer or any of their Affiliates with respect to any matter that is the subject of Article XII, and Buyer and Sellers, for themselves and the other Indemnified Parties and each of their respective officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, and assigns, hereby waive any and all statutory rights of contribution or indemnification (other than rights of indemnification hereunder) that any of them might otherwise be entitled to under any Law with respect to any matter that is the subject of this Article XII.

Limitations. (ai) In Notwithstanding anything in this Section 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 event shall the Seller longer an employee, applicable rules and regulations prohibit such benefits or the Acquiror payment of such benefits in the manner contemplated would subject the Employers to penalties or taxes, then the Employers shall pay or provide such benefit on an after-tax basis, at the same time and in the same manner as the Employers would have provided such pre-tax benefits, if doing so would eliminate the prohibition, penalties or taxes. If providing such benefits on an after-tax basis would not eliminate such prohibition, penalties or taxes, then the Employers shall provide the Executive a cash lump sum payment reasonably estimated to be liable 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 or maintained by the Employers to the contrary notwithstanding, in the event it shall be determined that any payment, distribution or benefit to or for any Damages the benefit of the Executive, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the 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 11.2(a280G 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 Executive under this Agreement shall be reduced to the extent necessary, but no more than necessary, so that no portion of the Payments would be non-deductible as a result of Section 280G of the Code. For purposes of this Section 4(b), (i) no portion of the Payments, the receipt or 11.2(b)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 payments, distributions and/or benefits under this Agreement or 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, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for conclusive and binding upon the parties. The Employers shall pay all costs and expenses incurred in connection with any such Damages in excess of the Liability Thresholdcalculations, determinations and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capopinions. (biii) Each party agrees that it shallAnything 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 cause 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 Indemnitees tofederal short-term rate published by the Internal Revenue Service for the month in which the date of Separation from Service occurs, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnifiedsuch date of Separation from Service until such payment. The amount 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 Damages recoverable by a party payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 11.2 shall be reduced by 409A of the amount of any insurance proceeds actually paid Code, and to the Indemnified Party 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 and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the Indemniteeconditions of, as applicable, relating to such claimSection. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Subject to the provisions of Section 9.3(b): (i) No indemnification shall the Seller or the Acquiror be liable for any Damages pursuant payable by a Company Indemnifying Person with respect to Losses arising from a Company Event of Indemnification described in Section 11.2(a9.2(a)(i) or 11.2(b), as applicable, unless and until the aggregate cumulative amount of all such Damages Losses exceeds $100,000 (25,000, whereupon the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Company Indemnifying Persons shall be liable for the full amount of all such Damages in excess of Losses (including the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bfirst $25,000 thereof), as applicable, in the aggregate; provided, however, that: (A) for purposes that foregoing shall not apply with respect to any Losses resulting from any breach or inaccuracy of claims made by the Acquiror under any of Sections 11.2(a)(iii3.3, 3.4, 3.8, 3.9(a), 11.2(a)(iv) or 11.2(a)(v3.11(e), 3.19, 3.21, 3.24 or 3.25, such that the Seller 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 Damages suffered by such Losses (including the Acquiror 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 9.2(a)(i) shall not exceed 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 regard taking into account any offsets or reductions to the Liability Threshold Aggregate Earnout Payment) (the “General Cap”); provided, however, that the maximum aggregate liability of the Stockholders pursuant to this Article IX with respect to any Losses resulting from any breach or Liability 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 provisions 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; (Bprovided, 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 9.2(c)(ii) for purposes of claims made by shall not exceed the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Purchase Price Cap. (b) Each party agrees that it shallNotwithstanding any provision of this Agreement to the contrary, and 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 the applicable Indemnitees of action otherwise available to such Indemnified Person based upon or to seek or recover any Losses arising from or related to, use its or their commercially reasonable efforts to secure payment from insurance policies available and nor shall any of the limitations set forth in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party 9.3(a) or the Indemnitee, as applicable, relating provisions of Section 9.6 apply to: (i) any allegation that an Indemnifying Person had an intent to such claimdefraud or made a willful or intentional misrepresentation or omission of a material fact in connection with this Agreement or any of 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 INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe parties agree that any payment pursuant to an indemnification obligation under this Article IX shall be treated for federal income tax purposes as an adjustment to the Merger Consideration. (d) The parties agree that no Company Indemnifying Person or Stockholder Indemnifying Person shall have any right of contribution or indemnity, CONSEQUENTIALor any other right, SPECIAL OR INDIRECT DAMAGESremedy or recourse, INCLUDING BUSINESS INTERRUPTIONagainst the Surviving Company in connection with any indemnification obligation or other Liability arising under or in connection with, LOSS OF FUTURE REVENUEor related to, DIMINUTION IN VALUEthis Agreement or any Related Agreement, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYor any of the transactions contemplated hereby or thereby.

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

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

Limitations. (a) In no event shall The parties agree not to assert any claims against the Seller other Party for breaches of representations, warranties or covenants of this Purchase Agreement, apart from the Acquiror be liable for any Damages pursuant Debentures and Warrants and Guarantees exchanged hereunder, more than two years after the Closing Date and to Section 11.2(a) or 11.2(b), as applicable, unless and until limit the aggregate amount of any and all such Damages exceeds $100,000 claims so asserted by either Seller's or Buyer against the other to the amount of the Purchase Price, with the exception of the following items: (the “Liability Threshold”), i) A claim arising as a result of a breach of representation or warranty contained in which case the Seller or the Acquiror, as applicable, Section 6(g) shall be liable for all such Damages in excess limited to the amount of the Liability Threshold, and then not for any Damages in excess subordinated debentures if the breach of such representation or warranty is a result of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made failure by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) Sellers to disclose a liability or 11.2(a)(v), potential liability which is unknown to them as of the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes date of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capthis Agreement. (bii) Each party agrees Buyer shall have no recourse against Sellers for a breach of representation and warranties contained in sections 6(j) and 6(k) provided that it shall, the omission from the schedules referenced in such sections is unintentional and shall cause the applicable Indemnitees to, use its omitted items are properly reflected on the financial statements attached to this Agreement. (iii) A claim arising as a result of a breach of representation or their commercially reasonable efforts to secure payment from insurance policies available and warranty contained in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 6(m) shall be reduced by limited to the amount of any insurance proceeds actually paid the subordinated debentures if the breach of such representation or warranty is a result of a matter to which Sellers had no knowledge as of the Indemnified Party or the Indemnitee, as applicable, relating to such claimdate of this Agreement. (civ) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALA claim made as a result of a breach of a representation or warranty contained in the first sentence of Section 6(o) shall be limited to the amount of the subordinated debentures if such breach is a result of a violation to which the Sellers had no knowledge as of the date of the Agreement. (v) A claim made as a result of a breach of a representation or warranty contained in Section 6(p) shall be limited to the amount of the subordinated debentures if such breach is a result of an infringement which Sellers had no knowledge of as of the date of this Agreement. (vi) A claim made as a result of a breach of a representation or warranty contained in Section 6(t) shall be limited to the amount of the subordinated debentures provided such breach was a result of events or occurrences to which Sellers had no knowledge of as of the date of this Agreement. (vii) A claim made as result of a breach of a representation or warranty contained in Section 6(w) shall be limited to the amount of the subordinated debentures if such breach related to a matter to which Sellers had no knowledge of as of the date of this Agreement. (viii) Buyer shall have no claim for a breach of a representation or warranty contained in Section 6(y) if the omission from the schedule referenced therein was inadvertent and immaterial to the overall operations of Argus. (ix) A claim for a breach of a representation or warranty contained in Section 6(ee) shall be limited to the amount of the subordinated debentures if the breach results from the failure of Argus to have licenses, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYpermits or authorizations to which Sellers did not know were required.

Limitations. (a) The indemnifications provided in this Article XIII shall be the sole and exclusive remedy of the parties to this Agreement with respect to the transactions contemplated by this Agreement regardless of the legal theory (whether under contract, in tort, under applicable securities laws or otherwise) other than as specifically provided with respect to adjustment of the Consideration (in Article III and Sections 7.11(a) and 8.2(b)) and with respect to the matters set forth in Section 8.3, which provisions shall be the exclusive remedies for the matters set forth therein; provided, however, that in no event shall this provision limit any party's right to specific performance, injunctive relief or any other equitable remedy otherwise available to such party. In no event shall any Purchaser Indemnified Party be entitled to recover for any Loss under Section 13.1 to the extent that such Loss has been reflected in the Book Value Adjustment or in the Annual Financial Statements. (b) Notwithstanding anything in this Agreement to the contrary, a Purchaser Indemnified Party shall be entitled to indemnification under Section 13.1 for Losses only to the extent that the aggregate amount of all Losses exceeds $100,000 and then only for Losses in excess of $100,000, except that such limitation shall not apply to indemnification for Losses under clause (h) of Section 13.1 and such Losses under clause (h) shall not count towards amounts referred to in the first part of this Section 13.4(b). (c) In no event shall the Seller Companies' cumulative liability to indemnify for Losses under Section 13.1 (other than Losses relating to breach of (or misrepresentation under) any of the Acquiror be liable Company Transactional Representations or failure to comply with the conditions of the Escrow Agreement) exceed $5,500,000. In no event shall the Companies' cumulative liability to indemnify for Losses under Section 13.1 relating to breach of (or misrepresentation under) any Damages of the Company Transactional Representations (other than Section 5.25 (Investment Representations)) or for failure to comply with the conditions of the Escrow Agreement exceed the amount of the Purchase Price. In no event shall the Companies' cumulative liability to indemnify for Losses under Section 13.1 relating to breach of (or misrepresentation under) Section 5.25 (Investment Representations) exceed $14,000,000 less the amount of any reduction of the Purchase Price allocated to Basic Shares or Additional Shares pursuant to Section 11.2(a8.2(b) or 11.2(bhereof (such reduction to be equal to the total number of Basic Shares and Additional Shares not delivered pursuant to that Section multiplied by the Issue Price), which reduction is not subsequently (i.e., within the 120 days following the Closing Date) restored pursuant to that Section. (d) In no event shall the cumulative liability of Purchaser and Parent to indemnify for Losses under Section 13.2 (other than Losses relating to: (i) the failure by Purchaser or Parent to pay any portion of the Purchase Price as applicableand when due; (ii) failure by Purchaser or Parent to comply with the conditions of the Escrow Agreement; or (iii) breach of (or misrepresentation under) any of the Purchaser Transactional Representations) exceed $10,250,000 less the amount of any reduction of the Purchase Price allocated to Basic Shares pursuant to Section 8.2(b) hereof (such reduction to be equal to the total number of Basic Shares not delivered pursuant to that Section multiplied by the Issue Price), unless which reduction is not subsequently (i.e., within the 120 days following the Closing Date) restored pursuant to that Section. In no event shall the cumulative liability of Purchaser and until Parent to indemnify for Losses under Section 13.2 relating to: (i) the failure by Purchaser or Parent to pay any portion of the Purchase Price as and when due; (ii) failure by Purchaser or Parent to comply with the conditions of the Escrow Agreement; or (iii) breach of (or misrepresentation under) any of the Purchaser Transactional Representations exceed the amount of the Purchase Price. (e) Anything in Sections 13.4(c) and (d) to the contrary notwithstanding, each limitation on indemnification set forth therein is intended to be reduced by the aggregate amount of all such Damages exceeds $100,000 other payments actually and previously made in respect of an obligation of the applicable indemnitor (i.e., the “Liability Threshold”Companies, under Section 13.4(c), in which case the Seller and Parent and Purchaser, under Section 13.4(d)), whether subject to such limitation or the Acquiror, as applicable, shall be liable for all such Damages in excess otherwise. For purposes of the Liability Thresholdclarity, and then not for any Damages in excess by means of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)example only, the Seller shall result of this provision could (and is intended to) be liable for all Damages suffered by that payment of a $10,000,000 indemnity under the Acquiror without regard to second sentence of Section 13.4(c) would preclude any indemnity under the Liability Threshold or Liability Cap; (B) for purposes first sentence of claims made by the Seller under Section 11.2(b)(iii13.4(c), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

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

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

Limitations. (ai) In no event shall Notwithstanding anything in this Agreement to the contrary, the Company and the Seller or the Acquiror Stockholder will not be liable to any Buyer Party for any Damages pursuant to Losses under Section 11.2(a6.2(a)(i) or 11.2(b)(1) unless, as applicable, unless and until the aggregate amount of the Losses relating to all such Damages claims exceeds fifty thousand dollars ($100,000 50,000) (the “Liability Threshold”), in Threshold”),at which case time the Company and the Seller or the Acquiror, as applicable, Stockholder shall be liable for the amount of all such Damages Losses from the first dollar in excess accordance with the terms hereof, and (2) to the extent that the aggregate liability of the Liability ThresholdCompany and the Seller Stockholder for all such Losses exceeds Five Million Dollars ($5,000,000) (the “Rep Cap”). Notwithstanding anything in this Agreement to the contrary, the Company and then the Seller Stockholder will not be liable to any Buyer Party for any Damages in excess Losses under Section 6.2(a) to the extent that the aggregate liability of the then applicable Liability Cap Company and the Seller Stockholder for all claims made under such Section 11.2(aLosses exceeds Eight Million Five Hundred Forty Thousand Dollars ($8,540,000) or 11.2(b(the “Cap”), as applicable, in the aggregate; provided, however, that: (A) for purposes , notwithstanding anything to the contrary in this Agreement, neither the Threshold nor Rep Cap shall apply to any Losses resulting or arising from breaches of claims made by any Seller Fundamental Representation, and neither the Acquiror under Sections 11.2(a)(iii)Threshold, 11.2(a)(iv) Rep Cap nor the Cap shall apply to any Losses resulting or 11.2(a)(v)arising from any instance of fraud, intentional misrepresentation, willful misconduct or gross negligence of the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold Stockholder or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapCompany. (bii) Each party agrees that it shall, and shall cause the applicable Indemnitees to, The Buyer Parties will use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to mitigate any Damages to be indemnified. The amount Losses upon becoming aware of any Damages recoverable by event, fact or circumstance that would reasonably be expected to, or does, give rise to such Loss. In no event will any party be liable to another pursuant to this Agreement for any exemplary or special damages or any consequential loss which is not reasonably foreseeable as a party under Section 11.2 shall be reduced by the amount of result of, or arising from, or in connection with, any insurance proceeds actually paid breach or claim, except to the extent the same are incurred, or payable to a third party, by an Indemnified Party or the Indemnitee, as applicable, relating to such claimin connection with a Third Party Claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event The Seller shall not have any obligation to indemnify the Seller or the Acquiror be liable for Buyer from and against any Damages pursuant to caused by or arising from a breach of any representation or warranty contained in Section 11.2(a) or 11.2(b), as applicable, 3 above unless and until the aggregate amount of all such Damages claims against Seller exceeds $100,000 (the “Liability Threshold”)500,000, in at which case time the Seller or the Acquiror, as applicable, shall be liable required to indemnify the Buyer Indemnified Parties for all Damages from such Damages in excess of claims up to an amount equal to Fifteen Million Dollars ($15,000,000) (after which point the Liability Threshold, Seller will have no obligation to indemnify the Buyer from and then not for any Damages in excess of the then applicable Liability Cap for all claims made under against further such Section 11.2(a) or 11.2(bDamages), as applicable, in the aggregate; provided, however, that: (Athat this Section 7(e)(i) for purposes of claims made shall not apply to Damages resulting from fraud, any intentional misrepresentation or any deliberate or willful breach by the Acquiror under Sections 11.2(a)(iii)Seller of any representation or warranty, 11.2(a)(iv) or 11.2(a)(v), and the Seller shall be liable for all Damages suffered with respect to such fraud, misrepresentation or breach. (ii) The Buyer shall not have any obligation to indemnify the Seller from and against any Damages caused by or arising from a breach of any representation or warranty contained in Section 4 above unless and until the aggregate amount of all such claims against the Buyer exceeds $500,000, at which time the Buyer shall be required to indemnify the Seller Indemnified Parties for all Damages from such claims up to an amount equal to Fifteen Million Dollars ($15,000,000) (after which point the Buyer will have no obligation to indemnify the Seller from and against further such Damages); provided, however, that this Section 7(e)(ii) shall not apply to Damages resulting from fraud, any intentional misrepresentation or any deliberate or willful breach by the Acquiror without regard to Buyer of any representation or warranty, and the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror Buyer shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party such fraud, misrepresentation or the Indemnitee, as applicable, relating to such claimbreach. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. For purposes solely of this Article VII, all representations and warranties of the Sellers in Article II (aother than Sections 2.7 and 2.29) In no event shall be construed as if the term “material” and any reference to “Seller or Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. Notwithstanding anything to the Acquiror contrary herein, the Sellers shall not be liable for any Damages pursuant to under Section 11.2(a7.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 for which the Sellers would otherwise be liable under Section 7.1(a) exceed US$50,000 (at which point the “Liability Threshold”Sellers shall become liable for the aggregate Damages under Section 7.1(a), and not just amounts in excess of US$50,000). Notwithstanding anything to the contrary herein, the aggregate liability of the Sellers for Damages under Section 7.1(a) with respect to claims for which case a Claim Notice or an Expected Claim Notice is delivered on or prior to the Seller or date that is twelve months following the Acquiror, as applicable, Closing Date shall not exceed the sum of the Escrow Amount plus US$550,000. The Sellers shall not be liable for Damages under Section 7.1(a) with respect to claims for which a Claim Notice or an Expected Claim Notice is delivered after the date that is twelve months following the Closing Date. For purposes solely of this Article VII, all representations and warranties of the Buyer in Article III shall be construed as if the term “material” were omitted from such representations and warranties. Notwithstanding anything to the contrary herein, the Buyers shall not be liable under Section 7.2(a) unless and until the aggregate Damages for which the Buyers would otherwise be liable under Section 7.2(a) exceed US$50,000 (at which point the Buyers shall become liable for the aggregate Damages under Section 7.2(a), and not just amounts in excess of US$50,000). Notwithstanding anything to the Liability Thresholdcontrary herein, and then not for any Damages in excess the aggregate liability of the then applicable Liability Cap Buyers for all Damages under Section 7.2(a) with respect to claims made under such Section 11.2(a) for which a Claim Notice or 11.2(b), as applicable, in an Expected Claim Notice is delivered on or prior to the aggregate; provided, however, that: (A) for purposes of claims made by date that is twelve months following the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Closing Date shall not exceed $1,100,000. The Buyers shall not be liable for all Damages suffered by under Section 7.2(a) with respect to claims for which a Claim Notice or an Expected Claim Notice is delivered after the Acquiror without regard date that is twelve months following the Closing Date. The Escrow Agreement is intended to secure the Liability Threshold or Liability Cap; (B) for purposes indemnification obligations of claims made by the Seller under Section 11.2(b)(iii)this Agreement. However, the Acquiror rights of the Buyer under this Article VII shall not be limited to the Escrow Fund but shall be liable limited under the limitations set forth in Section 7.5(a) above and, subject to the limitations set forth in Section 7.5(a) above, the Escrow Agreement shall not be the exclusive means for all the Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages suffered by directly from the Seller without regard unless there are no remaining funds held in escrow pursuant to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapEscrow Agreement. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Neither party shall be required to indemnify the Seller other party under Sections 11.3(a) and 11.4(a) until the indemnifiable damages, individually or in the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(baggregate, exceed $150,000 (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 applicablethey exceed the Hurdle Rate, unless and until whereupon the party to be indemnified shall be entitled to seek indemnification for the full amount of such damages. (b) In the absence of fraud, after the Closing the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in indemnifiable damages for which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable under this Article XI shall not exceed the Cash Amount plus the Earn-Out Amounts, if any, as adjusted in accordance with the provisions of Section 1.3; provided however, any claim for all Damages suffered by the Acquiror without regard fraud shall not be subject to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimforegoing limitation. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALIn the absence of fraud, CONSEQUENTIALno party hereto may pursue any remedy with respect to claims arising out of this Agreement, SPECIAL OR INDIRECT DAMAGESthe sale of the Shares, INCLUDING BUSINESS INTERRUPTIONthe Corporation, LOSS OF FUTURE REVENUEits Subsidiaries or their respective assets, DIMINUTION IN VALUEliabilities and businesses in each case arising under or based upon any Federal, PROFITS OR INCOMEstate, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYlocal or foreign statute, law, ordinance, rule or Regulation or otherwise, other than for monetary damages brought under this Article XI, as limited by Sections 11.2 and 11.3 hereto. Without limiting the foregoing, no legal action in tort or strict liability may be maintained by the Purchaser. (d) Indemnification claims shall be reduced, by and to the extent, that an indemnitee shall receive or be deemed to be entitled to receive proceeds under insurance policies, risk sharing pools, or similar arrangements specifically as a result of, and in compensation for, the subject matter of an indemnification claim by such indemnitee.

Limitations. (a) In no event None of the Riverstone Echo Funds nor EVA shall the Seller or the Acquiror be liable required to indemnify any Indemnified Party for any Damages pursuant to for any breach of a representation or warranty under Section 11.2(a8.2(a)(i) or 11.2(bSection 8.2(b)(i)(A), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 8.2(a)(i) or Section 8.2(b)(i)(A), as applicable, exceeds $7,500,000 (the “Deductible”), at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all Damages in excess of such Damages exceeds $100,000 (threshold; provided, however, the “Liability Threshold”aggregate liability of the Riverstone Echo Funds or EVA for indemnity for any breach of a representation or warranty under Section 8.2(a)(i) or Section 8.2(b)(i)(A), in which case the Seller as applicable, or the Acquirorof any covenant pursuant to Section 8.2(a)(ii) or Section 8.2(b)(i)(B), as applicable, shall be liable for all such Damages in excess of not exceed $75,000,000 (the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b“Cap”), as applicable, . Notwithstanding anything in the aggregateforegoing to the contrary, the limitations contemplated by this Section 8.4(a) shall not apply to any claims for fraud. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by an EVA Indemnitee, such determination shall be made without regard to any qualifier as to “material,” or “materiality” expressly contained in Article III; provided, however, that: (Athis Section 8.4(b) shall not so modify the representations and warranties for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by first determining whether a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party representation or the Indemnitee, as applicable, relating to such claimwarranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS CONTRARY IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE NONE OF THE PARTIES HERETO RIVERSTONE ECHO FUNDS NOR EVA SHALL NOT EXTEND TO PUNITIVE DAMAGES OR HAVE ANY LIABILITY TO ANY INCIDENTALPARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL SPECIAL, REMOTE, OR INDIRECT SPECULATIVE DAMAGES, INCLUDING BUSINESS INTERRUPTIONSAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 8.2. (d) Notwithstanding anything to the contrary in this Article VIII, LOSS OF FUTURE REVENUEno Riverstone Echo Fund shall be liable for (i) any breach of any Fundamental Representation made under Article IV by the other Riverstone Echo Fund or of any covenant by the other Riverstone Echo Fund or (ii) with respect to a breach of any Fundamental Representation made under Article III by Acquisition I or of any covenant of Acquisition I, DIMINUTION IN VALUEmore than such Riverstone Echo Fund’s Indemnifiable Share of the Damages for any such breach. (e) For purposes of determining whether the Deductible has been met as to (i) the Riverstone Echo Funds, PROFITS OR INCOMEall damages properly asserted against the Limited Partner Indemnifying Parties under Section 7.2(a)(i) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder and (ii) as to EVA, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYall damages properly asserted against EVA under Section 7.2(b)(i)(A) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder. (f) For purposes of determining whether the Cap has been met as to (i) the Riverstone Echo Funds, all damages properly asserted against the Limited Partner Indemnifying Parties under Section 7.2(a) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder and (ii) as to EVA, all damages properly asserted against EVA under Section 7.2(b)(i) of the Drop Merger Agreement shall be aggregated with the subject Damages hereunder.

Limitations. The representations and warranties of Seller to Purchaser contained in Section 8.1 hereof, as modified by the Approval Date Certificate (as hereinafter defined) and the Closing Date Certificate (as hereinafter defined) (the “Seller Representations”), shall survive the Closing Date and the delivery of the Deed for a period of nine (9) months. No claim for a breach of any Seller Representation, or the failure or default of a covenant or agreement of Seller that survives Closing, excluding Seller’s covenants contained in Sections 14, 19 and 22, shall be actionable or payable unless (a) In no event shall the Seller breach in question results from, or is based on, a condition, state of facts or other matter which was not disclosed to, or known by, Purchaser prior to Closing, (b) the Acquiror be liable valid claims for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds breaches collectively aggregate more than $100,000 (the “Liability Threshold”)50,000.00, in which case event the full amount of such claims shall be actionable, and (c) written notice containing a description of the specific nature of such breach shall have been delivered by Purchaser to Seller prior to the expiration of said nine (9) month survival period, and an action with respect to such breach(es) shall have been commenced by Purchaser against Seller within one (1) year after Closing. Notwithstanding anything contained herein to the contrary, the maximum amount that Purchaser shall be entitled to collect from Seller in connection with all suits, litigation or the Acquiroradministrative proceedings resulting from all breaches by Seller of any Seller Representations or any covenants of Seller, as applicableexcluding Seller’s covenants contained in Sections 14, 19 and 22, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, no event exceed $2,000,000.00 in the aggregate; provided. Notwithstanding anything to the contrary contained herein, howeverif Purchaser is notified in any Document (actually delivered to Purchaser prior to the Closing), that: (A) for purposes of claims or in writing by Seller, or otherwise becomes aware prior to Closing, that any Seller Representation made by Seller is not true or correct as of the Acquiror under Sections 11.2(a)(iiiContract Date, or that such Seller Representation is not true or correct on or before the Closing, or is notified in any Document (actually delivered to Purchaser prior to the Closing), 11.2(a)(ivor in writing by Seller, or otherwise becomes aware prior to Closing, that Seller has failed to perform any covenant and agreement herein contained and Purchaser shall nevertheless acquire the Property notwithstanding such fact, Purchaser shall not be entitled to commence any action after Closing to recover damages from Seller due to such Seller Representation(s) failing to be true or 11.2(a)(vcorrect (and Purchaser shall not be entitled to rely on such Seller Representation), or such covenant(s) and agreement(s) having failed to be performed by Seller. Notwithstanding the foregoing, the Seller Representations contained in Section 8.1.16 shall in no event survive Closing and no claim for a breach of any such Seller Representations shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold actionable or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; payable from and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capafter Closing. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything in this Agreement to the contrary, if any item included in the Pole Attachment Agreements or Other Assigned Agreements may not be transferred without the consent, approval or waiver (a"Consent") of a third party (including, without limitation, any governmental or public authority) which have not been obtained and such transfer or attempted transfer without such consent would constitute a breach thereof or a violation of any law or regulation, nothing in this Agreement or any other agreement executed in connection herewith shall constitute a transfer or attempted transfer thereof until such Consent is obtained. To the extent not obtained as of the date hereof, Condemnee and Condemnor shall use good faith efforts and shall cooperate to obtain such Consent promptly following the date hereof. In no event shall those cases where such Consents have not been obtained (the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b"Non-Conveyed Items"), as applicableCondemnee shall, unless promptly following Condemnor's 19 ______________________________________________________________________________ (i) when due, or provides Condemnee with the funds to pay when due, all obligations of Condemnee arising after the Condemnation Date and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard relating to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)Non-Conveyed Items, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.and (bii) Each party agrees that it shallall costs and expenses reasonably incurred by Condemnee in complying with Condemnor's request. Condemnor shall defend, indemnify and shall cause the applicable Indemnitees tohold Condemnee harmless from and against any suit, use action, cost, expense, damage or liability which arises out of or results from or is alleged to arise out of or result from Condemnor's exercise of its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnifiedrights under this paragraph. The amount provisions of any Damages recoverable by a party under this Section 11.2 2(g) shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimsurvive Closing. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. No amounts of indemnity shall be payable as a result of any claim arising under Section 7.2(a) (a) In excluding claims thereunder in respect of any inaccuracy or breach of any Fundamental Representation for which no event Deductible shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(bapply), as applicable, unless and until the Purchaser Indemnified Parties have suffered, incurred, sustained or become subject to Losses under Section 7.2(a) in excess of $250,000 in the aggregate amount of all such Damages exceeds $100,000 (the “Liability ThresholdDeductible”), in which case the Seller Purchaser Indemnified Parties may bring a claim for all Losses in excess of such Deductible; provided, that the amount of Losses with respect to such claim exceeds $10,000 (any claim involving Losses equal to or the Acquiror, less than such amount being referred to as applicable, a “De Minimis Claim”) and that no such De Minimis Claims shall be liable taken in to account in aggregating Losses under this Agreement to satisfy the Deductible. The maximum liability of the Seller Parties under Section 7.2(a) (excluding claims thereunder in respect of any inaccuracy or breach of any Fundamental Representation for all such Damages which no maximum liability amount shall apply) shall not exceed $2,500,000 in the aggregate (the “Indemnity Amount”). No amounts of indemnity shall be payable as a result of any claim arising under Section 7.3(a) (excluding claims thereunder in respect of any inaccuracy or breach of any Fundamental Representation, for which no Deductible amount shall apply), unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to under Section 7.3(a) in excess of the Liability ThresholdDeductible in the aggregate (other than De Minimis Claims), and then not in which case the Seller Indemnified Parties may bring a claim for any Damages all Losses in excess of such Deductible and the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes maximum liability of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller Purchaser under Section 11.2(b)(iii), 7.3 shall not exceed the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapIndemnity Amount. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event The Big Stuff Shareholders shall the Seller or the Acquiror not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, under this ARTICLE IX unless and until the aggregate amount of all such Damages incurred or suffered by Indemnitees exceeds $100,000 100,000, (at which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Big Stuff Shareholders shall be become liable for all the entire amount of such Damages in excess of the Liability Threshold, and then not for any Damages in excess $75,000). For purposes of the then applicable Liability Cap for preceding sentence, no independent claims of less than $1,000 may be made; PROVIDED, HOWEVER, that all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) arising out of a common set of facts shall be aggregated for purposes of claims made by determining whether the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap$1,000 threshold has been met. (b) Each party agrees 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 that it shallamount of cash sufficient to satisfy such indemnification claim, but in any event not exceeding the amount set forth in SECTION 9.5(b) hereof, and subject to the provisions of SECTION 9.5(a) hereof; or (ii) the delivery of stock certificates representing that number of shares of Parent Common Stock sufficient to satisfy such indemnification claim, the value of which shall cause be determined in accordance with SECTION 9.5(d) hereof; PROVIDED, HOWEVER, that any stock certificates delivered in satisfaction of an indemnification claim must be delivered to Parent within three (3) business days following (as applicable) (A) the applicable Indemnitees todate calculated in accordance with SECTION 9.2 or SECTION 9.3 hereof, use its if the claim is not in dispute; (B) resolution of such indemnification claim, whether prior to or their commercially reasonable efforts to secure payment from insurance policies available following commencement of litigation; or (C) the entry of a final and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable non-appealable judgment by a party under Section 11.2 shall be reduced by the amount court of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimcompetent jurisdiction. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall Notwithstanding any provision to the Seller or contrary contained in this Agreement, the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the maximum aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the relating to breaches of representations or warranties payable by Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(aParent pursuant to Sections 9.2(a)(i) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (Cii) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party this Agreement shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capnot exceed $50,000,000. (b) Each party agrees that it shallNotwithstanding any provision to the contrary contained in this Agreement, and 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 cause not exceed $50,000,000. (c) Notwithstanding anything to the applicable Indemnitees tocontrary contained in this Agreement, use its no claim shall be made against Parent or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage 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 "Basket"), and Parent and Seller shall only be required to pay or be indemnified. The 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 Basket contained in this Section 9.5(c) shall not apply 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 any Damages recoverable by a party under of the representations or warranties contained in Section 11.2 shall be reduced by the amount of 3.2. (d) Notwithstanding any insurance proceeds actually paid other provision to the contrary, in no event shall Buyer, on the one hand, or Parent or Seller, on the other hand, be liable to the other for any consequential or punitive Damages resulting from any breach of this Agreement except to the extent that they are recovered against a Buyer Indemnified Party or the Indemnitee, a Seller Indemnified Party as applicable, relating an indemnified party with respect to such claiman indemnified Third Party Claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event ▇▇▇▇▇ shall the Seller or the Acquiror not be liable for required to make any Damages indemnification payment pursuant to Section 11.2(a9.2(a) for any inaccuracy in or 11.2(bbreach of any of the representations and warranties set forth in this Agreement (other than those set forth in Sections 2.3, 2.6, 2.9(g), 2.16, and 2.20 which shall not be subject to the limitation set forth in this Section 9.3(a)) until such time as applicable, unless and until the aggregate total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $25,000 in the aggregate. If the total amount of such Damages exceeds $100,000 (25,000, then the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Indemnitees shall be liable entitled to be indemnified against and compensated and reimbursed only for all the portion of such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capexceeding $25,000. (b) Each party agrees that it shallFollowing the Effective Time, the indemnification provisions of Section 9.2 shall be the sole and exclusive remedies of the Indemnitees for any inaccuracy in or breach of any of the representations and warranties set forth in Section 2, and Section 3, respectively, except that the foregoing limitation shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts not apply to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid Parent to the Indemnified Party extent any such breach arises directly or indirectly from any circumstance involving fraud or intentional misrepresentation by ▇▇▇▇▇ or the IndemniteeCompany or its Representatives, as applicableon the one hand, relating to such claimor by Parent or its Representatives, on the other hand. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYThe maximum liability of ▇▇▇▇▇ under this Section 9 for inaccuracies in or breaches of the representations and warranties set forth in Section 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 by ▇▇▇▇▇ or the Company or its Representatives. (d) The limitations provided for in this Section 9.3 shall not be applicable to any Damages which shall become payable by ▇▇▇▇▇ as a result of the failure of any of the Company Stockholders to repay cash to Parent as a result of a reduction of the Closing Date Net Worth below the Company Baseline Net Worth as provided in Section 1.13(a) hereof

Limitations. The representations and warranties of Seller set forth in Paragraph 7(a) are subject to the following limitations: (ai) In no event shall Seller does not represent or warrant that any particular Lease or Contract will be in force or effect as of the Seller Closing or that the Acquiror be liable for any Damages pursuant to Section 11.2(a) tenants or 11.2(b)contractors thereunder, as applicable, unless will not be in default thereunder, (ii) to the extent that Seller has delivered: (A) to Purchaser a tenant estoppel certificate in accordance with the terms of this Agreement, and until the aggregate amount such estoppel certificate contains information inconsistent with any of all such Damages exceeds $100,000 (the “Liability Threshold”)representations and warranties, in which case the Seller or the Acquiror, as applicable, then such representations and warranties shall be liable for all deemed modified to conform to such Damages in excess information and Purchaser shall be deemed to have knowledge thereof (provided, however, that such deemed modification shall not apply to information that is inconsistent with the first sentence of Paragraph 7(a)(vii); and (B) or made available to Purchaser any other information with respect to the Liability ThresholdProperty (other than the Leases) at any time prior to the date hereof, and such other information (other than the Leases) contain provisions inconsistent with any of such representations and warranties, then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregaterepresentations and warranties shall be deemed modified to conform to such provisions and Purchaser shall be deemed to have knowledge thereof; provided, however, that: that (A) for purposes such deemed modification shall not apply to information that is inconsistent with the first sentence of claims made by the Acquiror under Sections 11.2(a)(iiiParagraph 7(a)(vii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; and (B) for purposes Seller’s representations and warranties shall not be deemed modified based on the knowledge of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard Purchaser to the Liability Threshold extent such representation or Liability Capwarranty would be modified as the result of breach of a covenant by Seller set forth in this Agreement; and (Ciii) in the event that, prior to the Closing, Purchaser shall obtain actual knowledge of any information that is contradictory to, and would constitute the basis of a breach of, any representation or warranty or failure to satisfy any condition on the part of Seller, then promptly thereafter (and, in all events, prior to Closing), Purchaser shall deliver to Seller notice of such information specifying the representation, warranty or condition to which such information relates, and Seller shall have the right (at its option) to cure such breach within ten (10) days following receipt of Purchaser’s notice thereof. In the event Seller does not cure such breach within such ten (10)-day period, Purchaser shall have the right to terminate this Agreement within five (5) days following such ten (10)-day period and receive a refund of the Deposit (to the extent paid) and be reimbursed for purposes the actual and reasonable out-of-pocket costs incurred by Purchaser in connection with the transactions contemplated by this Agreement up to a maximum of claims Twenty-Five Thousand and 00/100 ($25,000.00) Dollars; or Purchaser acknowledges that such representation or warranty will not be deemed breached in the event Purchaser shall have, prior to Closing, obtained actual knowledge of any information that is contradictory to such representation or warranty and shall have failed to disclose to Seller as required herein and Purchaser shall not be entitled to bring an action after the Closing Date based on such representation or warranty. In the event that at the time of or prior to Closing, Seller discloses in writing to Purchaser, or Purchaser otherwise has actual knowledge of any fact, information or circumstance which renders any representation or warranty made by Seller in this Agreement untrue, incorrect or misleading in any material respect, Purchaser’s sole remedy, to be exercised on or before Closing, shall be to: (i) waive its rights and claims hereunder with respect to such misrepresentation or breach of warranty, and proceed to Closing in accordance with the terms of this Agreement, without any reduction in the Purchase Price; or (ii) terminate this Agreement pursuant to this Paragraph 7, in which event the Deposit shall be returned to Purchaser and the parties shall have no further obligations hereunder except for the Surviving Obligations; provided, however, that Purchaser shall not have the right to terminate this Agreement pursuant to this Paragraph 7, (a) unless the Seller’s representations or warranties which are untrue: (i) give rise to a party claim for loss, cost or damage which, in the aggregate, is in excess of One Hundred Thousand ($100,000.00) Dollars, except that in the case of a misrepresentation or breach of the warranties and representations in subparagraphs 7(a)(xiii) or 7(a)(xv) Purchaser shall have the right to terminate this Agreement regardless of the extent of loss, cost or damage due to such misrepresentation or breach; (ii) are untrue as a result of Seller’s failure to comply with any term or condition expressly set forth in a Lease beyond any applicable notice and/or cure period; or (iii) as the other party’s fraud result of a willful misrepresentation by Seller; or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount as a result of any Damages recoverable by modification to or updating of the representations to reflect changes after the Effective Date that arise as a party result of matters first occurring after the Effective Date, but only if such changes are permitted under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimthis Agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

Limitations. 11.5.1 Except with respect to claims based on actual fraud, the rights of the Indemnified Parties under this Article 11 shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates 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 or otherwise relating to the transactions that are the subject of this Agreement, and the Purchaser shall not be entitled to the remedy of rescission. 11.5.2 Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply to the indemnity obligations set forth in this Article 11: (ai) the aggregate liability of the Sellers for the sum of all indemnifiable damages under this Article 11 shall not exceed an amount equal to the Closing Net Book Value; (ii) except for claims for indemnifiable damages made pursuant to subsections 11.1(ii), 11.1(iii), 11.1(iv), 11.2(ii), 11.2(iii), or 11.2(iv) which claims shall be excluded from this limitation, the Sellers shall be liable under Section 11.1, and the Purchaser shall be liable under Section 11.2, for only that portion of the aggregate indemnifiable damages which exceeds $300,000 (it being understood that the Sellers and the Purchaser shall not be liable, in any event, for the first $300,000 of said indemnifiable damages); and (iii) the amount of any indemnifiable damages for which indemnification is provided under this Article 11 shall be calculated net of any associated accruals or reserves reflected on the books of Seller as of the Closing Date and included in the calculation of the Closing Net Book Value. 11.5.3 In no event shall the Seller or the Acquiror any Indemnifying Party be responsible and liable for any Damages pursuant to Section 11.2(a) indemnifiable damages or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made other amounts under such Section 11.2(a) or 11.2(b), as applicablethis Article 11 that are consequential, in the aggregate; providednature of lost profits, howeverdiminution in value, that: (A) for purposes of claims made by damage to reputation or the Acquiror under Sections 11.2(a)(iii)like, 11.2(a)(iv) special or 11.2(a)(v), the Seller punitive or otherwise not actual indemnifiable damages. The parties shall be liable for use all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies pursue all legal rights and remedies available and in existence that provide coverage order to minimize the indemnifiable damages for which indemnification is provided under this Article. 11.5.4 The Sellers shall not have any right of contribution against the Business with respect to any Damages to be indemnified. breach by the Sellers of any of their representations, warranties, covenants or agreements. 11.5.5 The amount of any Damages recoverable by a party indemnifiable damages for which indemnification is provided under Section 11.2 this Article 11 shall be reduced by any related recoveries (net of tax consequences of such recoveries) to which the amount Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties and any tax benefits actually received (net of any insurance proceeds tax costs actually paid to incurred) by the Indemnified Party or any of its Affiliates or for which the IndemniteeIndemnified Party or any of its Affiliates is eligible on account of the matter resulting in such indemnifiable damages or the payment of such indemnifiable damages; provided, that with respect to any such indemnifiable damages as applicableto which an Indemnified Party is entitled to, relating but has not yet received, compensation under any insurance, the expiration period with respect to such claimclaim for indemnifiable damages shall be tolled, and if (i) the Indemnified Party notifies the Indemnifying Party of the submission of such claim to the insurer prior to the termination of the expiration period for such claim for indemnifiable damages and (ii) such compensation has been pursued in a commercially reasonable manner by the Indemnified Party but has not been received within one year after the date on which the claim for compensation is first submitted to the insurer or the insurer's agent by the Indemnified Party, the Indemnified Party may assert a claim with respect to such indemnifiable damages within 90 days after the end of such one year period; provided further, that upon payment of such indemnifiable damages by the Indemnifying Party, the Indemnified Party shall assign the right to insurance compensation to the Indemnifying Party. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event 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 Seller or the Acquiror Company shall not be liable for any Damages pursuant to under Section 11.2(a8.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in for which case the Seller or the Acquiror, as applicable, shall it would otherwise be liable exceed $20,000 (at which point the Company shall become liable for all such Damages the aggregate Damages, and not just amounts in excess of $20,000); provided that the Liability Threshold, and then limitations set forth in this sentence shall not for any Damages in excess apply to a claim pursuant to Section 8.1(a) relating to a breach of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(brepresentations and warranties set forth in Sections 3.1 (first and last sentences only), as applicable3.2 or 3.3(b). For purposes solely of this Article 8, all representations and warranties of the Company in the aggregate; provided, however, that: Article 3 (Aother than Section 3.21) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by construed as if the Acquiror without regard term "material" and any reference to the Liability Threshold or Liability Cap; "Material Adverse Effect" (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees that it shallNotwithstanding anything to the contrary herein, (i) the aggregate liability of the Purchaser for Damages under Section 8.2(a) shall not exceed $1,000,000, and (ii) the Purchaser shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to not be indemnified. The amount of any Damages recoverable by a party liable under Section 11.2 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 be reduced by become liable for the amount aggregate Damages, and not just amounts in excess of any insurance proceeds actually paid $20,000); provided that the limitations set forth in this sentence shall not apply to the Indemnified Party or the Indemnitee, as applicable, a claim pursuant to Section 8.2(a) relating to such claima breach of the representations and warranties set forth in Sections 4.1 or 4.2. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe Escrow Agreement is intended to secure the indemnification obligations of the Company under this Agreement. However, CONSEQUENTIALthe 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, SPECIAL OR INDIRECT DAMAGESafter the Closing, INCLUDING BUSINESS INTERRUPTIONthe rights of the Indemnified Parties under this Article 8 and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYbreach of warranty or failure to perform any covenant or agreement contained in this Agreement.

Limitations. Notwithstanding anything herein to the contrary, as to matters which are subject to indemnification pursuant to this Section 11.2.1(b), (a) In no event Seller and Shareholder shall the Seller or the Acquiror not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount 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 all such Damages exceeds $100,000 75,000 (the “Liability Indemnification Threshold”)(with Seller and Shareholder being responsible for all Losses that exceed the Indemnification Threshold), and (b) the aggregate amount of any payments that shall be payable by Seller and Shareholder as a result of any Claims for indemnification made under Section 11.2.1(b) with respect to a misrepresentation or breach of warranty shall be limited to $6 million (the “General Maximum Limitation”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: that neither the Indemnification Threshold nor the General Maximum Limitation shall apply to (Ai) Claims for Losses relating to a breach of the representations and warranties of Seller set forth in Sections 3.1 through 3.5, 3.10, 3.12, 3.17 (first sentence), 3.21, 3.24, 3.26, 3.27 and 3.37, (ii) Claims for Losses relating to the Retained Liabilities, (iii) Claims relating to any unpaid Taxes owed by Seller and/or Shareholder, including any sales 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) Claims for Losses relating to a breach of any representation or warranty that was actually known to be false when made or for fraud. For purposes of claims made by determining whether the Acquiror under Sections 11.2(a)(iii)Indemnification Threshold has been met and in the calculation of losses, 11.2(a)(iv) or 11.2(a)(v), the Seller all “materiality” qualifiers in this Agreement shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capdisregarded. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) 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 arising in connection with the negotiation of the transactions contemplated hereby, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or the matters set forth in Sections 6.1(c), 6.1(d) and 6.2(c) or otherwise arising in connection with the transactions contemplated hereby; provided, however, that nothing in this Section 6.5(c) shall limit the 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 6.3 of this Agreement shall be the sole and exclusive means for satisfying claims for indemnification pursuant to this Agreement, whether pursuant to Section 6.1 or Section 6.2, including that in no event shall any of Zipcar, its Equityholders, the Seller 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 Acquiror Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be liable for 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 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”6.3(i), in which case the Seller or the Acquiror, as applicable, such shares shall be liable for all reissued in such Damages in excess number as equals each Indemnifying Equityholders’ pro rata share of such recovery divided by the Liability Threshold, and then not for any Damages in excess of Zipcar Preferred Stock Price except to the then applicable Liability Cap for all claims made under extent that such Section 11.2(a) or 11.2(b), as applicable, potential recovery was taken into account in the aggregate; provided, however, that: (Ainitial determination of Damages) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (Cii) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds tax savings actually paid to the realized by such Indemnified Party or an Affiliate, for the Indemniteetax year in which such Damages are incurred, as applicable, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such claimDamages). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Anything herein to the contrary notwithstanding, the indemnification rights set forth in this ARTICLE VIII and ARTICLE IX shall the Seller be a Party’s sole and exclusive remedy against another Party for any claim, demand, cause of action or Damages arising out of or related to this Agreement or the Acquiror transactions contemplated hereby; provided, however, that notwithstanding the foregoing, 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 liable for any Damages pursuant payable to a Buyer Indemnified Party under Section 11.2(a8.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 450,000 (the “Liability Threshold”), in at which case time the Seller or Sellers shall indemnify the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: Buyer Indemnified Party (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due subject to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard provisions of this ARTICLE VIII) to the Liability extent of such excess; provided that (i) the Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage not apply with respect to any Damages resulting from, arising out of or relating to be indemnified. The amount breaches or inaccuracies of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party Sellers Fundamental Representations or the Indemnitee, as applicable, relating to Sellers Key Representations and (ii) none of such claimDamages shall count towards the satisfaction of the Threshold. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification pursuant to Section 8.1(a) (including payments made in the form of Closing Shares) shall not exceed an amount equal to $11,800,000 (the “Cap”); provided that (i) the Cap shall not apply to any payments made by Sellers with respect to Damages resulting from, CONSEQUENTIALarising out of or relating to breaches or inaccuracies of Sellers Fundamental Representations or Sellers Key Representations, SPECIAL OR INDIRECT DAMAGES(ii) none of such Damages shall count towards the Cap and (iii) 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), INCLUDING BUSINESS INTERRUPTIONthen at such time the Cap shall be reduced to an amount equal to the product of (x) $11,800,000, LOSS OF FUTURE REVENUEmultiplied by (y) the Cap Reduction Percentage. (d) The aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification pursuant to 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 (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), DIMINUTION IN VALUEthen at such time the Key Representations Cap shall be reduced to an amount equal to the product of (x) $33,630,000, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYmultiplied by (y) the Cap Reduction Percentage.

Limitations. (a) In Notwithstanding any other provision of this Agreement, except as provided in paragraph (d) below, no event Person shall the Seller be entitled to receive any indemnification hereunder with respect to Claims for indemnification made under Section 12.2 or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b)12.3, as applicablethe case may be, unless and until the aggregate amount of all Losses in respect of Claims for which such Damages Person and its Affiliates would otherwise be entitled to receive indemnification exceeds one hundred thousand dollars ($100,000 100,000) (the “Liability "Claims Threshold”"), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: that once such aggregate Losses exceed the Claims Threshold, such Person and its Affiliates shall be entitled to receive indemnification for the aggregate amount of all such Losses, less Fifty Thousand Dollars (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii$50,000), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapClaims Threshold. (b) Each party agrees that it shallNotwithstanding any other provision of this Agreement, in no event will Seller and shall cause the applicable Indemnitees toShareholder, use its on the one hand, or their commercially reasonable efforts Buyer and ImageX, on the other hand, be required to secure payment from insurance policies available and make indemnification payments in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party Claims under Section 11.2 shall be reduced by the amount 12.2 or 12.3 above in excess of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimOne Million Seven Hundred Fifty Thousand Dollars ($1,750,000). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNone of the parties or their Affiliates shall be entitled to assert any right of indemnification with respect to any Claim of which such party or its Affiliates shall not have given written notice to the other parties on or prior to the end of the applicable survival period (if any) set forth in Section 12.1 above, CONSEQUENTIALexcept that if such party or its Affiliates shall have given written notice of any Claim to the other parties on or prior to the end of such survival period, SPECIAL OR INDIRECT DAMAGESthen they shall continue to have the right to be indemnified with respect to such pending Claim, INCLUDING BUSINESS INTERRUPTIONnotwithstanding the expiration of such survival period. (d) Notwithstanding any other provision of this Agreement, LOSS OF FUTURE REVENUEin no event shall the Claims Threshold apply to any Claim based on a violation of Section 5.15 (Accounts and Other Receivables) or 5.16 (Inventory) of this Agreement. (e) The parties agree that, DIMINUTION IN VALUEfor 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, PROFITS OR INCOMEthe Shareholder, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYany 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 12.2(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 Section 12.3(e) shall cover any such contamination to the extent that all of such released Hazardous Materials from such event of contamination arrive on, at or under the Assets, Facilities or Leased Real Property after the Closing Date (meaning no such released Hazardous Materials from such event of contamination arrived on, at or under the Assets, Facilities or Leased Real Property on or prior to the Closing Date).

Limitations. (a) In no event Neither Transferor nor Transferee shall the Seller or the Acquiror be liable required to indemnify any Indemnified Party for any Damages pursuant to for any breach of a representation or warranty under Section 11.2(a7.2(a) or 11.2(b), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a) exceeds 1% of the Closing Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatethreshold; provided, however, that: (Athe 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) under this Article VII shall not exceed 10% of the Closing Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a) for purposes breach of claims made by the Acquiror under Sections 11.2(a)(iiicovenant, Section 7.2(b), 11.2(a)(iv) for fraud or 11.2(a)(v)intentional, criminal, or willful misrepresentation or misconduct or for Damages arising out of or relating to the breach of any Fundamental Representation or representation or warranty of Transferor set forth in Section 3.7; provided, however, the Seller shall be liable aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for all Damages suffered by the Acquiror without regard arising out of or relating to the Liability Threshold breach of the Fundamental Representations or Liability Cap; (BSection 7.2(b) for purposes of claims made by shall not exceed the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapClosing Purchase Price. (b) Each party agrees that it shallFor purposes of determining the amount of Damages, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to be indemnified. The amount any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided, however, this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party representation or the Indemnitee, as applicable, relating to such claimwarranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS OF CONTRARY IN THIS AGREEMENT, THE PARTIES HERETO EXPRESSLY AGREE NEITHER TRANSFEROR NOR TRANSFEREE SHALL NOT EXTEND TO PUNITIVE DAMAGES OR HAVE ANY LIABILITY TO ANY INCIDENTALPARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL SPECIAL, REMOTE, OR INDIRECT SPECULATIVE DAMAGES, INCLUDING BUSINESS INTERRUPTIONSAVE 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. (d) Transferor shall not be liable for indemnification under Section 7.2(a), LOSS OF FUTURE REVENUEand the Transferee Indemnitees shall have no right to recover any Damages under Section 7.2(a), DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYto the extent Transferee or its subsidiaries have been compensated for the Damages claim pursuant to the Make-Whole Agreement.

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

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

Limitations. (a) In no event shall Notwithstanding anything to the Seller contrary contained herein, PRGI will not assert a claim against any Sellers or Owners under this Article 4 until the Acquiror be liable for any Damages pursuant to total of all Section 11.2(a4.1 Indemnified Claims (except claims under Section 4.1(c)(ii)(A),(B) or 11.2(b(C), as applicable4.1(d), unless 4.1(e) or claims for breach of the representations and until warranties described in 4.4(a)(ii) or 4.4(b), which shall not be subject to this limitation, but may be asserted without regard to the Base Amount) hereunder and under all Seller Transaction Documents equals or exceeds in the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”"Base Amount"), at which time all Section 4.1 Indemnified Claims, including such Base Amount, may be claimed in which case the Seller or the Acquirorfull and, as applicableif indemnifiable under this Article 4, shall be liable for all such Damages indemnified in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capfull. (b) Each party agrees The parties hereto acknowledge that, in the event that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid Section 4.1 Indemnified Claims hereunder exceeds the value of the Escrow Shares deposited by Seller and the Owners pursuant to the Indemnity Escrow Agreement (as valued therein), except as provided below, PRGI shall assert any such claims exceeding the value of the Escrow Shares against, and be indemnified by, the Owners of RBA (and if prior to Closing, by RBA), jointly and severally, and will not assert claims exceeding the Escrow Shares against any other Seller and its Owners; provided, in respect of Section 4.1 Indemnified Party Claims exceeding the value of the Escrow Shares if such claims relate to fraud by any Seller or the Indemniteeits Owners or to a Recourse Obligations, as applicableeach Seller and its Owners shall remain jointly and severally liable with RBA's Owners (and if prior to Closing, relating to such claimRBA) in respect thereto. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe parties hereto acknowledge that, CONSEQUENTIALin respect of any Section 4.1 Indemnified Claims arising out of Section 4.1(c)(ii)(D)(2) hereof, SPECIAL OR INDIRECT DAMAGESPRGI shall not assert a claim against Sellers or Owners unless the amount of all such Section 4.1(c)(ii)(D)(2) Indemnified Claims exceeds the aggregate under all of the Acquisition Agreements of the Interim Period Cash Flow, INCLUDING BUSINESS INTERRUPTIONas defined and provided in the Acquisition Agreements, LOSS OF FUTURE REVENUEin which event, DIMINUTION IN VALUEPRGI may assert a claim against Sellers and Owners in accordance with this Agreement and the Indemnity Escrow Agreement for all such Section 4.1(c)(ii)(D)(2) Indemnified Claims, PROFITS OR INCOMEfor the amount which exceeds the Interim Cash Flow, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYand, if indemnifiable under this Article 4, shall be indemnified in full.

Limitations. (a) In Except in respect of any claims of Fraud, no event Shareholder shall be directly liable to the Seller Buyer Indemnified Parties pursuant to ‎Section 9.02(a) for more than his, her or its Pro Rata Portion of any Damages resulting therefrom. Except in respect of claims of Fraud, the Acquiror Shareholders shall not be liable directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(a) for any Damages resulting therefrom in excess of the Aggregate Consideration actually received by the Shareholders. Except in respect of claims of Fraud, no Shareholder shall be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to Section 11.2(a‎Section 9.02(a) for any Damages in excess of each Shareholder’s Pro Rata Portion of the Aggregate Consideration actually received by such Shareholder. (b) Except with respect to Fraud or 11.2(bbreaches of Fundamental Representations, with respect to claims for indemnification against the Indemnifying Sellers arising solely under ‎Section 9.02(b)(i), as applicableno party shall be liable (i) for any individual claim unless the Damages with respect to such claim, together with all substantially similar or related claims, exceed $145,000 (such amount, the “De Minimis Amount”) (after which, the full amount of Damages related to such claim(s) shall be counted towards the Deductible) and (ii) unless and until the aggregate amount of all such Damages indemnifiable under ‎Section 9.02(b)(i) exceeds $100,000 1,425,000 (such amount, the “Liability ThresholdDeductible”), in which case the Seller or the Acquiror, as applicable, shall Indemnifying Party will be liable responsible for all such Damages in excess of the Liability ThresholdDeductible. Except in respect of any claims of Fraud, no Shareholder shall be directly liable to the Buyer Indemnified Parties pursuant to ‎Section 9.02(b)(i) for more than his, her or its Pro Rata Portion of any Damages resulting therefrom. Except in respect of claims of Fraud or with respect to the Company Fundamental Representations, the Indemnifying Sellers shall not be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(b)(i) for any Damages resulting therefrom in excess of fifteen percent (15%) of the Aggregate Consideration actually received by all Shareholders. (c) With respect to indemnification by the Indemnifying Sellers arising solely under ‎Section 9.02(b) with respect to the Company Fundamental Representations and then except in respect of claims of Fraud, the Indemnifying Sellers shall not be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(b) for any Damages resulting therefrom with respect to the Company Fundamental Representations in excess of the Aggregate Consideration actually received by all Shareholders. With respect to indemnification by the Indemnifying Sellers arising under ‎Section 9.02(b) and except in respect of claims of Fraud, no Indemnifying Seller shall be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(b) for any Damages in excess of each Indemnifying Seller’s Pro Rata Portion of the then applicable Liability Cap for all claims made under Aggregate Consideration actually received by such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapIndemnifying Seller. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, the Sellers shall the Seller or the Acquiror not be liable for any Damages pursuant to under Section 11.2(a9.02(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds for which they would otherwise be liable under this Article 9 exceed $100,000 (at which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Sellers shall be become liable for all such Damages Damages, including such $100,000); provided that the limitation set forth in excess this sentence shall not apply to a claim pursuant to Section 9.02(a) relating to a breach of the Liability ThresholdCritical Representations. (b) Except in the case of fraud, the liability of any particular Seller under this Article 9 shall not exceed the aggregate amount of the First Installment Price, Second Installment Price and then Third Installment Price actually paid or payable to him, her or it under this Agreement. (c) Except as set forth below, the Sellers shall not be liable to the Purchaser Indemnified Persons, with respect to the matters described in Section 9.02(a) for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateamounts exceeding $10,000,000; provided, however, that: that the foregoing limitation shall not apply to (Ai) any claim for intentional misrepresentation or fraud or (ii) any claim made for indemnification pursuant to Section 9.02(a) for purposes any breach of claims made by the Acquiror under or misrepresentation in Sections 11.2(a)(iii)4.01, 11.2(a)(iv) 4.02, or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap4.04. (bd) Each party agrees that it shallExcept as set forth below, and the Purchaser shall cause not be liable to the applicable Indemnitees toCompany or the Sellers, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to the matters described in Section 9.03 for any Damages amounts exceeding the aggregate Closing Value of the First Installment Stock Consideration, Second Installment Stock Consideration and the Third Installment Stock Consideration. (e) The parties agree that from and after the First Installment Closing Date, indemnification pursuant to the provisions of Article 9 shall be indemnified. the exclusive remedy of the parties for any misrepresentation or breach of warranty or covenant contained herein or in any Schedule or Exhibit. (f) The amount of any Damages recoverable by a party under Section 11.2 otherwise payable to any Claimant pursuant to this Article 9 shall be reduced to the extent that, by reason of such claims, any insurance proceeds are paid to such Claimant, which amount shall be offset by any directly corresponding increase in the insurance premiums payable to such Claimant or to the extent Claimant receives any tax benefit from such claim offset by the amount of any detriments as a result of the receipt of any indemnification proceeds. In the event that any such tax benefit or insurance proceeds actually are paid subsequent to the Indemnified Party receipt by such Claimant of an indemnification payment hereunder in respect of such claim to which such tax benefit or insurance proceeds relate, appropriate refunds shall be made promptly regarding the Indemnitee, as applicable, relating to amount of such claimindemnification payment. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. 7.1 The limitations set out in this Clause 7 shall not apply to any Claim which is: 7.1.1 the consequence of fraud, dishonesty, wilful concealment, wilful misrepresentation or gross negligence by or on behalf of the Founders; or 7.1.2 which is a result of a breach of the Warranties in paragraphs 1-3 (ainclusive) In no event of Schedule 5. 7.2 The Founders shall not be liable for a Claim unless the Seller Investor has given the Founders written notice of that Claim, specifying (in reasonable detail) the nature of the Claim and the amount claimed: 7.2.1 in the case of a Claim under the Tax Warranties, within the period of six years and three months from the end of the accounting period current at the Completion Date; and 7.2.2 in the case of any other Claim, within two (2) years beginning with the Completion Date. However, failure to give reasonable details of any Claims shall not prevent the Investor from proceeding with any Claim that is otherwise made properly under this Agreement. 7.3 The aggregate liability of the Founders for all and any Claims when taken together shall be limited to £150,000 (one hundred and fifty thousand pounds sterling) together with the proper and reasonable costs of recovery in respect of any Claim incurred by (or on behalf of) the Acquiror Investor. 7.4 The Founders shall not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, Claim unless and until the aggregate amount of all such Damages liability for any Claim exceeds $100,000 (the “Liability Threshold”)£5,000, in which case the Seller or the Acquiror, as applicable, Founders shall be liable for all such Damages the entire amount and not just the excess. 7.5 If, after any payment to the Investor in excess respect of any Claim, the Company receives any payment from any third party directly in respect of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages loss suffered by the Acquiror without regard Company which resulted in the Claim, the Investor shall reimburse to the Liability Threshold or Liability Cap; (B) for purposes Founders an amount equal to the proportion of claims made such payment which the amount paid by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard Founders to the Liability Threshold Investor bears to such loss. 7.6 The Investor may not recover from the Founders under the Warranties more than once in respect of the same damages suffered. 7.7 The time limits in Clause 7.2 shall not limit any Claim in respect of liabilities that are contingent or Liability Cap; unascertained where written notice of the Claim (giving as far as practical the amount and (Cdetails of the Claim) for purposes of claims made by a party due is given to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by Founders before the other party without regard to expiry of the Liability Threshold or Liability Caprelevant periods specified in Clause 7.2. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything herein to the contrary, in no event shall Seller indemnify Purchaser for (a) In no event shall the any individual claim with respect to Seller’s breach of any representation or warranty contained in this Agreement or any certificate delivered by Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(bthis Agreement that does not exceed [***] (the “Indemnification Threshold”), as applicable, (b) any claims with respect to Seller’s breach of any representation or warranty contained in this Agreement or any certificate delivered by Seller pursuant to this Agreement exceeding the Indemnification Threshold unless and until the aggregate amount of all such Damages exceeds $100,000 indemnification claims (exceeding the Indemnification Threshold) for which Seller is liable under this Agreement [***] (the “Liability ThresholdIndemnity Deductible”)) and then only to the extent such liabilities exceed the Indemnity Deductible, in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages and (c) aggregate indemnification claims in excess of [***]. The limitations described in this paragraph will not apply to the Liability Thresholdextent of Seller’s breach of its representations under Section ‎4.1(a), and then not for any Damages in excess of Section ‎4.1(b), Section ‎4.1(l), or Section ‎4.1(m) (collectively, the then applicable Liability Cap for all claims made under such Section 11.2(a“Fundamental Representations”) or 11.2(b), as applicable, the special warranty of title contained in the aggregateSpecial Warranty Deed; provided, howeverhowever that Seller’s obligation to indemnify Purchaser for a breach of Seller’s representations and warranties contained in this Agreement or any certificate delivered by Seller pursuant to this Agreement, that: (A) for and Seller’s breach of, or default under, any of its covenants or obligations under this Agreement or any certificate delivered by Seller pursuant to this Agreement shall be capped at the Purchase Price. For purposes of claims made by determining the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by that are the subject matter of a party claim for indemnification under either Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party ‎13.2 or the IndemniteeSection ‎13.4, as applicablethe case may be, relating each representation and warranty herein that is qualified by materiality or a specified dollar amount will be read without regard and without giving effect to such claimqualifier. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything herein to the contrary, the right of the Indemnified Parties and the Shareholders to indemnification hereunder is limited as follows: (a) In no event The Indemnified Parties shall the Seller or the Acquiror be liable for not have any Damages pursuant right to Section 11.2(a) or 11.2(b), as applicable, unless and indemnification until the aggregate amount of all such Damages exceeds Losses exceed $100,000 200,000 (the “Liability ThresholdBasket”), and in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)event, the Seller shall Indemnified Parties will be liable for all Damages suffered by entitled to indemnification from the Acquiror without regard first dollar of Losses with respect to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capclaims. (b) Each party agrees that it shallThe indemnification obligations of Shareholders hereunder shall be limited in the aggregate to Six Million Dollars ($6,000,000), and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount plus twenty percent (20%) of any Damages recoverable by a party under amounts payable pursuant to Section 11.2 shall be reduced by 1.5. (the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim“Cap”). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe limitations set forth in Sections 9.5(a) and (b) shall not apply to any Loss arising out of a breach of a representation, CONSEQUENTIALwarranty or covenant of Target or any of the Shareholders contained in Sections 1.6, SPECIAL OR INDIRECT DAMAGES1.7, INCLUDING BUSINESS INTERRUPTION2.1, LOSS OF FUTURE REVENUE2.3, DIMINUTION IN VALUE2.4, PROFITS OR INCOMEclaims listed on Section 2.9 of the Target Disclosure Schedule, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY2.14 (provided, however, that the Basket shall apply to any Loss arising out of a breach of Section 2.14), 3 and any Loss arising from fraud or a knowing misrepresentation or intentional breach of this Agreement by any such party. In connection with any Loss arising out of a breach of Section 2.14 of the Target Disclosure Schedule, the Shareholders’ liability shall be limited to Five Million Dollars ($5,000,000). (d) No party shall be liable hereunder, and the term “Losses” shall not include, punitive damages or damages of a remote or speculative nature, it being understood that the foregoing limitations shall not be applicable to Losses sought or recovered by a third party. No claim for indemnification may be made hereunder if the Indemnitee has not given notice of such claim within the applicable time period for that claim as set forth in Section 10.1 hereto.

Limitations. (a) In no Notwithstanding anything to the contrary herein, except in the event of fraud or willful misconduct with respect to the breach of any representation or warranty or gross negligence, fraud or willful misconduct with respect to the breach of any covenant, or except with respect to the Excluded Liabilities or Excluded Assets, (i) the aggregate liability of Seller for Damages under this Article VII shall the not exceed Five Million Dollars ($5,000,000), and (ii) Seller or the Acquiror shall not be liable for required to make any Damages indemnification payment pursuant to Section 11.2(a) or 11.2(b), 7.1 for Damages resulting from any Breach until such time as applicable, unless and until the aggregate total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of its representations or warranties) that have been directly or indirectly suffered or incurred by Buyer, or to which Buyer has otherwise becomes subject, exceeds Fifty Thousand Dollars ($50,000) in the aggregate. If the total amount of such Damages exceeds Fifty Thousand Dollars ($100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a50,000) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller then Buyer shall be liable entitled to be indemnified against and compensated and reimbursed for all the entire amount of such Damages, and not merely the portion of such Damages suffered by the Acquiror without regard exceeding Fifty Thousand Dollars ($50,000). Any qualifications or exceptions relating to the Liability Threshold materiality or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)Material Adverse Effect with respect to any representations, the Acquiror warranties or covenants shall be liable disregarded for all Damages suffered by the Seller without regard to purpose of determining the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party amount that an Indemnified Person shall be liable for all Damages suffered by the other party without regard entitled to the Liability Threshold pursuant to this Article VII with respect to such representation, warranty or Liability Capcovenant. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Except with respect to any Damages claims based on fraud, willful misconduct, gross negligence or with respect to be indemnified. The amount Excluded Liabilities or Excluded Assets after Closing, the rights of any Damages recoverable by a party the Indemnified Persons under Section 11.2 this Article VII shall be reduced by the amount exclusive remedy of any insurance proceeds actually paid the Indemnified Persons with respect to claims resulting from or relating to the Indemnified Party Excluded Liabilities or the Indemniteeany misrepresentations, as applicable, relating breach of warranty or failure to such claimperform any covenant contained in this Agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Principals for Parent Damages under Section 6.3(a) shall not exceed $5,000,000 (the Seller or "Indemnity Cap"), and (ii) the Acquiror Principals shall not be liable for any Damages pursuant to under Section 11.2(a6.3(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Parent Damages exceeds for which they would otherwise be liable under Section 6.3(a) exceed $100,000 (the “Liability Threshold”"Indemnity Basket") (at which point the Principals shall become liable for the aggregate Parent Damages under Section 6.3(a), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages and not just amounts in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bIndemnity Basket), as applicable, in the aggregate; provided, however, that: that notwithstanding the foregoing, claims relating to a breach of representation, warranty or covenant set forth in Sections 2.2 (ACapital Structure), 2.7 (Proceedings; Orders), 2.12 (Taxes), 2.31 (Ownership of Shares) and 4.6 (Prior Dividend), claims based on fraud and claims under Sections 6.3(a)(ii), (iii), (iv), (v), (vi) and (viii) shall not be subject to the Indemnity Cap or to the Indemnity Basket. It being understood and agreed that for all purposes of claims made by the Acquiror under Sections 11.2(a)(iiithis Section 6.4(a), 11.2(a)(ivsuch representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material") or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap"Company Material Adverse Effect." (b) Each party agrees that Notwithstanding anything to the contrary herein, the Parent shall not be liable under Section 6.3(b) unless and until the aggregate Company Damages for which it shallwould otherwise be liable under Section 6.3(b) exceed the Indemnity Basket (at which point the Parent shall become liable for the aggregate Company Damages under Section 6.3(b), and not just amounts in excess of the Indemnity Basket); provided, however, that notwithstanding the foregoing, claims based on fraud and claims under Sections 6.3(b)(ii), (iii) and (iv) shall cause not be subject to the applicable Indemnitees toIndemnity Basket. It being understood and agreed that for all purposes of this Section 6.4(b), use its or their commercially reasonable efforts to secure payment from insurance policies available such representations and in existence that provide coverage with respect warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the word "material"). (c) Any Parent Damages to be indemnified. The amount of any or Company Damages recoverable by a party under Section 11.2 shall be reduced by the amount net of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating Person with respect to such claimDamage. (cd) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything herein to the contrary, CONSEQUENTIALthe limitations of an Indemnifying Person's liability provided in this Section 6.4 shall not apply in the event of fraud in the making of any representation or warranty hereunder, SPECIAL OR INDIRECT DAMAGESor intentional, INCLUDING BUSINESS INTERRUPTIONwillful or reckless non-fulfillment or breach of any agreement or covenant in this Agreement. (e) No Principal or Company Shareholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, LOSS OF FUTURE REVENUEwarranties, DIMINUTION IN VALUEcovenants or agreements. (f) No claim for a breach of a representation or warranty under Section 6.3(a)(i) by a Parent Indemnified Person shall be actionable if the breach in question results from or is based on a condition, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYstate of facts or other matter with respect to which Parent has Knowledge on or prior to the Closing.

Limitations. Notwithstanding the terms of Section 10.1 above, the Sellers’ obligation to indemnify Buyers for Losses asserted by Sellers shall be subject to the following limitations: (a) In The Sellers will have no event obligation to indemnify Buyers for any Losses asserted by Buyers unless the amount of such Loss is equal to or greater than ¥2,500,000 (the “Minor Claim Amount”), and any Loss that does not equal or exceed the Minor Claim Amount shall not count towards the Seller Threshold Amount; (b) Buyers shall first be obligated to use commercially reasonable efforts to obtain and apply the proceeds of any insurance available to compensate the Company for the Losses subject to the indemnification claim (whether such insurance is maintained by the Buyers or by the Company), and to the extent any Loss is reimbursed to the Buyers or the Acquiror be liable Company under an applicable insurance policy, the Sellers will have no obligation to indemnify Buyers for any Damages pursuant such Loss and such Loss shall not count toward the Threshold Amount; (c) The Sellers will have no obligation to Section 11.2(a) or 11.2(b), as applicable, indemnify Buyers for Losses unless and until the cumulative aggregate amount of all such Damages Losses equals or exceeds $100,000 ¥10,000,000 (the “Liability ThresholdThreshold Amount”), in which case the Seller or the Acquiror, as applicable, shall Sellers will be liable for all such Damages Losses in excess of the Liability Thresholdsuch amount, and then not for any Damages in excess subject to subsection (d) immediately below; and (d) The aggregate liability of the then applicable Liability Cap Sellers to Buyers for all claims made Losses claimed under such this Section 11.2(a10 shall not exceed an amount equal to fourty percent (40 %) of the sum of (i) the Purchase Price and (ii) the amount of dividend (before withholding tax) contemplated under Section 8.6 hereunder, that the Sellers have received from the Buyers or 11.2(b)the Company, as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In 9.1 Notwithstanding the foregoing, the Company shall have no event shall liability with respect to any Losses in excess of the Seller Subscription Price paid for the Subscription Shares except in the case of fraud, wilful concealment or wilful misrepresentation on the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until part of the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”)Company, in which case no such limitation shall apply. 9.2 If any third party shall notify JD in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which JD believes would give rise to a claim, then JD shall promptly (i) notify the Seller or Company thereof in writing and (ii) transmit to the AcquirorCompany a written notice (“Claim Notice”) describing in reasonable detail, as applicableto the extent reasonably practicable, the nature of the Third Party Claim, along with a copy of all papers served with respect to such claim (if any). The failure to so notify the Company shall be liable for all such Damages not relieve the Company of its obligations hereunder except to the extent any Losses are increased by an amount in excess of the Liability ThresholdSubscription Price paid for the Subscription Shares by the failure of JD to promptly notify the Company, and then not for any Damages in such case, the amount in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) Subscription Price shall not be recoverable by JD except in the case of fraud, wilful concealment or 11.2(b), as applicablewilful misrepresentation on the part of the Company, in which case no such limitation shall apply. 9.3 Upon receipt of a Claim Notice with respect to a Third Party Claim, the aggregate; Company shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying JD in writing that the Company elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Company, the Company shall have the right to control and settle the proceeding, provided, howeverthat, that: (Ai) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) any such settlement or 11.2(a)(v), the Seller compromise shall be liable for all Damages suffered by permitted hereunder only with the Acquiror without regard to the Liability Threshold written consent of JD which consent shall not be unreasonably withheld or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Capdelayed; and (Cii) for purposes and the Company shall keep JD reasonably informed of claims made by the progress of such defense on a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered regular basis. 9.4 If requested by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it Company, JD shall, at the sole cost and expense of the Company, cooperate with the Company and its counsel in contesting any Third Party Claim which the Company elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. JD shall cause have the applicable Indemnitees toright to receive copies of all pleadings, use its or their commercially reasonable efforts to secure payment from insurance policies available notices and in existence that provide coverage communications with respect to any Damages Third Party Claim, other than any privileged communications between the Company and its counsel, and shall be entitled, at its sole cost and expense, to be indemnified. The amount retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Clause 9.3 above) of any Damages recoverable Third Party Claim assumed by the Company pursuant to Section 9.3. 9.5 In the event of a party under Section 11.2 Third Party Claim for which the Company elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, JD may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Company; provided, that, any such settlement or compromise shall be reduced by permitted hereunder only with the amount written consent of any insurance proceeds actually paid to the Indemnified Party Company, which consent shall not be unreasonably withheld or the Indemnitee, as applicable, relating to such claimdelayed. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The representations and warranties of Seller to Purchaser contained in Section 8.1 hereof, as modified by the Approval Date Certificate (as hereinafter defined) and the Closing Date Certificate (as hereinafter defined) (the “Seller Representations”), shall survive the Closing Date and the delivery of the Deed for a period of one (1) year. No claim for a breach of any Seller Representation, or the failure or default of a covenant or agreement of Seller that survives Closing, shall be actionable or payable unless (a) In no event shall the Seller breach in question results from, or is based on, a condition, state of facts or other matter which was not disclosed to, or known by, Purchaser prior to Closing, (b) the Acquiror be liable valid claims for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds breaches collectively aggregate more than Twenty-Five Thousand and No/100 Dollars ($100,000 (the “Liability Threshold”25,000.00), in which case event the Seller or the Acquiror, as applicable, full amount of such claims shall be liable for all such Damages in excess actionable, and (c) written notice containing a description of the Liability Thresholdspecific nature of such breach shall have been delivered by Purchaser to Seller prior to the expiration of said one (1) year survival period, and then not for an action with respect to such breach(es) shall have been commenced by Purchaser against Seller within one (1) year after Closing. Notwithstanding anything contained herein to the contrary, the maximum amount that Purchaser shall be entitled to collect from Seller in connection with all suits, litigation or administrative proceedings resulting from all breaches by Seller of any Damages Seller Representations or any covenants of Seller shall in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, no event exceed $325,000.00 in the aggregate; provided. Notwithstanding anything to the contrary contained herein, howeverif Purchaser is notified in any Document, that: or in writing by Seller, or otherwise becomes aware (A) for purposes of claims which awareness shall be deemed to have occurred if and to the extent that Purchaser is provided with access to books, records or other materials that directly contradict a Seller Representation), that any Seller Representation made by Seller is not true or correct as of the Acquiror under Sections 11.2(a)(iiiContract Date, or that such Seller Representation is not true or correct on or before the Closing, or is notified in any Document, or in writing by Seller, or otherwise becomes aware (which awareness shall be deemed to have occurred if and to the extent that Purchaser is provided with access to books, records or other written material Agreement of Purchase and Sale — 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Prospect IL(7) that directly indicates a covenant of Seller has not been satisfied), 11.2(a)(ivthat Seller has failed to perform any covenant and agreement herein contained and Purchaser shall nevertheless acquire the Property notwithstanding such fact, Purchaser shall not be entitled to commence any action after Closing to recover damages from Seller due to such Seller Representation(s) failing to be true or 11.2(a)(vcorrect (and Purchaser shall not be entitled to rely on such Seller Representation), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (Bsuch covenant(s) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (Cagreement(s) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages having failed to be indemnified. The amount of any Damages recoverable performed by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimSeller. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event shall the Seller or the Acquiror All prepayments to be liable for any Damages made pursuant to Section 11.2(aClause 9.3 (Listing), paragraphs (b)(i) to (b)(vii) (inclusive) of Clause 9.4 (Disposal, Insurance, Report, Cure Amount, Excess Cashflow and Refinancing Proceeds) and Clause 9.6 (Lock-Up) are subject to restrictions under applicable law. The Company is not required to ensure that a prepayment under Clause 9.3 (Listing), paragraphs (b)(i) to (b)(vii) (inclusive) of Clause 9.4 (Disposal, Insurance, Report, Cure Amount, Excess Cashflow and Refinancing Proceeds) and Clause 9.6 (Lock-Up) is made (and the Borrowers are not required to make a prepayment) if and to the extent such prepayment (or making the relevant amount available to a Borrower for the purposes of a prepayment) cannot be made without: (i) breaching a corporate benefit, financial assistance or other legal restriction (including as to lack of distributable reserves) or 11.2(b), as applicable, unless and until a legal obligation applicable to the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess relevant member of the Liability Threshold, and then not Group to apply the relevant amounts for any Damages in excess another purpose; or (ii) the directors of a member of the then applicable Liability Cap for all claims made under such Section 11.2(aGroup incurring a risk of any civil or criminal liability; or (iii) incurring a Tax or 11.2(b), as applicable, in material cost to a member of the aggregate; provided, however, that: (A) for purposes Group of claims made by more than five per cent. of the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall amount to be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capprepaid. (b) Each party agrees that it shall, The Company shall (and shall cause ensure that each other member of the applicable Indemnitees to, Group will) use its or their commercially reasonable efforts endeavours to secure payment from insurance policies available and overcome any restrictions and/or minimise any costs of a prepayment. If at any time those restrictions are removed, any relevant proceeds will be applied in existence that provide coverage with respect to any Damages to be indemnifiedprepayment of the Facilities at the end of the next Interest Period. The amount Company shall provide the Agent with reasonable details promptly upon becoming aware of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid circumstances, restrictions or costs preventing prepayment pursuant to the Indemnified Party or the Indemnitee, as applicable, relating to such claimparagraph (a) above. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALIf, CONSEQUENTIALat any time, SPECIAL OR INDIRECT DAMAGESthe Company has not made (or procured the making of) a prepayment which would, INCLUDING BUSINESS INTERRUPTIONbut for this Clause 9.7 otherwise have been required to be made, LOSS OF FUTURE REVENUEthe Company shall not (and shall ensure that no other member of the Group will) make a payment that constitutes a Permitted Payment under paragraph (a) of the definition of "Permitted Payment" until such time as an amount equal to the relevant prepayment has been applied in prepayment of the Facilities pursuant to paragraph (b) above. For the avoidance of doubt, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthe Company shall be able to make a payment that constitutes a "Permitted Payment" in all other circumstances.

Limitations. (a) In no event Neither Transferor nor Transferee shall the Seller or the Acquiror be liable required to indemnify any Indemnified Party for any Damages pursuant to for any breach of a representation or warranty under Section 11.2(a7.2(a)(i) or 11.2(b), as applicable, 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, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; threshold; provided, however, that: (Athat the 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 exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a)(i) for purposes breach of claims made by the Acquiror under Sections 11.2(a)(iiicovenant, Section 7.2(a)(ii), 11.2(a)(iv) or 11.2(a)(vSection 7.2(b), the Seller shall be liable for all fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages suffered by the Acquiror without regard arising out of or relating to the Liability Threshold breach of any Fundamental Representation or Liability Cap; (B) representation or warranty of Transferor set forth in Section 3.11; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for purposes Damages arising out of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard or relating to the Liability Threshold breach of the Fundamental Representations or Liability Cap; and (CSection 7.2(b) for purposes of claims made by a party due to shall not exceed the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapPurchase Price. (b) Each party agrees that it shallFor purposes of determining the amount of Damages, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to be indemnified. The amount any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party representation or the Indemnitee, as applicable, relating to such claimwarranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS OF CONTRARY IN THIS AGREEMENT, THE PARTIES HERETO EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL NOT EXTEND TO PUNITIVE DAMAGES OR HAVE ANY LIABILITY TO ANY INCIDENTALPARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL REMOTE, OR INDIRECT SPECULATIVE DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2.

Limitations. (a) In no event Notwithstanding anything contained herein to the contrary, Seller shall the Seller or the Acquiror not be liable in respect of any indemnification obligation arising under Section 10.2(a) (i) for any individual item where the Damages pursuant related thereto is less than or equal to Section 11.2(a$20,000 (the “De Minimis Amount”, any claim involving Damages equal to or less than such amount being referred to as a “De Minimis Claim”); (ii) or 11.2(b), as applicable, unless and until the aggregate cumulative amount of all Damages hereunder with respect to such Damages obligation (other than De Minimis Claims) exceeds $100,000 350,000 (the “Liability ThresholdDeductible”), in which case the Seller or the Acquiror, as applicable, shall be liable for such Damages, but only in respect of the excess over the Deductible; or (iii) in excess of $3,500,000 (the “Cap”) in the aggregate for all such indemnification obligations; provided, that the De Minimis Amount, Deductible and Cap shall not apply to any failure of the representations and warranties in the Seller Fundamental Representations (except that the De Minimis Amount and Deductible shall apply to any failure of the representations and warranties in Section 4.26) to be true and correct or to any breach of any representation or warranty set forth in Section 4.20. In respect of any failure of the Seller Fundamental Representations to be true and correct or the indemnity obligations set forth in Section 10.2(c) and Section 10.2(f), in combination with any Damages incurred by the Seller Indemnified Parties in connection with their obligation to repurchase any Mortgage Loans under Section 6.12 hereof, Seller shall not be liable in respect of any indemnification and/or funding or repurchasing obligation in excess of the Liability ThresholdPurchase Price in the aggregate for all such failures or obligations. (b) Notwithstanding anything contained herein to the contrary, and then Purchaser shall not be liable in respect of any indemnification obligation arising under Section 10.3(a) (i) for any individual item where the Damages related thereto is less than or equal to the De Minimis Amount; (ii) unless and until the aggregate cumulative amount of Damages hereunder with respect to such obligation (other than De Minimis Claims) exceeds the Deductible, in which case Purchaser shall be liable for such Damages, but only in respect of the excess over the Deductible, or (iii) in excess of the then applicable Liability Cap in the aggregate for all such indemnification obligations; provided, that the De Minimis Amount, Deductible and Cap shall not apply to any failure of the representations and warranties in Section 5.1, Section 5.2, and Section 5.3 (together, the “Purchaser Fundamental Representations”) to be true and correct. In respect of any failure of the Purchaser Fundamental Representations to be true and correct, Purchaser shall not be liable in respect of any indemnification obligation under Section 10.3(a) in excess of the Purchase Price in the aggregate for all such failures. (c) All claims made under such for indemnification pursuant to Section 11.2(a) or 11.2(b), as applicable10.2 and Section 10.3 must be asserted by the party seeking indemnification, in writing in accordance with this 61 Article X, not later than the aggregateexpiration of the survival period applicable to such claim set forth in Section 8.10 or Section 10.1; provided, however, that: that if written notice of a claim has been given in accordance with this Article X prior to such date, such claim (Aand the relevant representations and warranties, covenants and agreements of the other Party) for purposes of claims made by shall survive as to such claim until such claim has been finally resolved pursuant to this Article X. (d) Notwithstanding anything herein to the Acquiror under Sections 11.2(a)(iii)contrary, 11.2(a)(iv) or 11.2(a)(v), the Seller no Party shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold any special, incidental, indirect, consequential (including for lost profits or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iiidiminution in value), punitive or exemplary Damages as a result of any breach of this Agreement or other agreements referred to herein or of any private right of action that any party may have hereunder against another party hereto; provided, that the Acquiror foregoing shall be liable for all Damages suffered by not limit the Seller without regard right of any Indemnified Party to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and indemnification in existence that provide coverage accordance with this Agreement with respect to any Damages to be indemnified. The amount component of any claim, settlement, award or judgment against such party by any unaffiliated third party. For purposes of this Article X, Damages recoverable by a party under Section 11.2 shall be reduced by the amount net of any insurance proceeds actually paid to or other recoveries (net of any related deductible or expenses incurred in securing such recovery) received by the Indemnified Party or its Affiliates in connection with the Indemnitee, as applicable, relating facts giving rise to such claimany right of indemnification hereunder. (ce) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe rights of any Indemnifying Party shall be subrogated to any right of action that the Indemnified Party may have against any other person with respect to any matter giving rise to a claim for indemnification hereunder. For the avoidance of doubt, CONSEQUENTIALthis Section 10.5(e) does not require an Indemnified Party to delay asserting a claim for indemnity hereunder or entitle the Indemnifying Party to delay releasing an indemnity payment otherwise due hereunder. (f) Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, SPECIAL OR INDIRECT DAMAGESlocal or foreign Law), INCLUDING BUSINESS INTERRUPTIONfor all Tax purposes, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSeller and Purchaser agree to treat any indemnity payment under this Agreement as an adjustment to the Purchase Price.

Limitations. (ai) In no event Neither Seller nor Purchaser (each sometimes being hereinafter referred to in this Section 16 as a "party") shall the Seller or the Acquiror be liable entitled to indemnification for any Damages pursuant Losses arising out of matters referred to in Section 11.2(a14(a) or 11.2(bSection 15(a), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, it shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due have given written notice to the other party’s fraud or willful misconduct, such party shall be liable setting forth its claim for all Damages suffered by the other party without regard indemnification in reasonable detail, prior to the Liability Threshold expiration of the applicable representation, warranty, obligation, covenant or Liability Capagreement as set forth in Section 16(a) above or the Tax Allocation Agreement. (bii) Each party agrees that it shallNotwithstanding anything contained in this Agreement to the contrary, Seller (1) shall have no obligation hereunder to provide indemnification for the first $100,000 of Losses (without counting Losses from Immaterial Claims, as defined below), (2) shall have no further indemnification obligation hereunder once Seller has paid to Purchaser a total of $4,000,000 in Losses for all claims other than Ownership Claims, Capitalization Claims, Tax Claims and Environmental Claims (each as defined below), (3) Seller shall have no further indemnification obligation hereunder for all claims for Losses (inclusive of claims regarding a breach of Section 5(a) hereof (an "Ownership Claim"), Section 5(c) hereof (a "Capitalization Claim"), Section 5(s) hereof (an "Environmental Claim"), and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.Tax

Limitations. (a) In Notwithstanding anything to the contrary contained in this Agreement, except with respect to Sections 2.1, 2.2(a), 2.2(b)(i), 2.5, 2.9 and 2.11 to which this Section 12.4 shall not apply, no event indemnification shall be required under Section 12.1(a) with respect to any Loss or Expense which any of the Purchaser Indemnified Parties may suffer, incur or sustain unless the aggregate of all such Losses and Expenses shall exceed $400,000 (the “Deductible”), and Seller and Parent shall only be required to pay or the Acquiror be liable for any Damages pursuant such Losses or Expenses to Section 11.2(a) or 11.2(b), as applicable, unless and until the extent that the aggregate amount of all such Damages Losses and Expenses exceeds $100,000 (the “Liability Threshold”)Deductible, in which case the Seller and then only with respect to Losses or the Acquiror, as applicable, shall be liable for all such Damages Expenses incurred in excess of such amount. Notwithstanding anything to the Liability Thresholdcontrary herein, any Losses or Expenses which would otherwise be subject to indemnification by Seller and Parent pursuant to Section 12.1(a) relating to any single breach or series of related breaches by Seller or Parent shall not constitute “Losses” or “Expenses” for the purposes hereof, and then therefore shall not for be applied toward the Deductible or be indemnifiable hereunder, unless such Losses and Expenses relating to any Damages in excess single breach or series of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Caprelated breaches exceed $10,000. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Except with respect to any Damages Sections 2.1, 2.2(a), 2.2(b)(i), 2.5, 2.9 and 2.11 to which this Section 12.4(b) shall not apply, and except with respect to Sections 2.12 and 2.17, the maximum aggregate amount of Losses and Expenses against which the Purchaser Indemnified Parties shall be entitled to be indemnifiedindemnified under Section 12.1(a) with respect to all claims thereunder shall be an amount equal to $25,000,000. The maximum aggregate amount of any Damages recoverable by a party Losses and Expenses against which the Purchaser Indemnified Parties shall be entitled to be indemnified under Section 11.2 12.1(a) with respect to all claims thereunder relating to Sections 2.12 and 2.17 shall be reduced by an amount equal to $120,000,000. For the amount avoidance of any insurance proceeds actually paid doubt, the aggregate indemnification for which Seller and Parent are obligated under Section 12.1(a) (other than with respect to the Indemnified Party or the IndemniteeSections 2.1, as applicable2.2(a), relating 2.2(b)(i), 2.5, 2.9 and 2.11 to such claimwhich this Section 12.4(b) shall not apply) shall not exceed $120,000,000. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO NO PARTY SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, BE LIABLE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, SPECIAL PUNITIVE OR INDIRECT DAMAGESEXEMPLARY DAMAGES WHETHER BASED ON CONTRACT, INCLUDING BUSINESS INTERRUPTIONTORT, LOSS OF FUTURE REVENUESTRICT LIABILITY, DIMINUTION IN VALUEOTHER LAW OR OTHERWISE AND WHETHER OR NOT FROM ANY OTHER PARTY’S SOLE, PROFITS JOINT OR INCOMECONCURRENT NEGLIGENCE, STRICT LIABILITY OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYOTHER FAULT, EXCEPT SUCH DAMAGES THAT ARE PAYABLE TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY CLAIM FOR WHICH ANY PERSON IS SEEKING INDEMNIFICATION HEREUNDER, AND EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO RECEIVE SUCH DAMAGES UNDER THIS AGREEMENT.

Limitations. (a) In no event shall The aggregate amount of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(a) or Section 10.2(b), respectively, shall not exceed the Acquiror amount of the Aggregate Consideration received by or payable to Seller. (b) The aggregate amount of all Losses for which the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) and Section 10.2(a)(vi) shall not exceed $96,680,000. (c) Seller shall not be liable for any Damages pursuant to under Section 11.2(a10.2(a)(vi) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds Losses for which it would be liable under this Agreement exceed $100,000 4,834,000 (the “Liability ThresholdDeductible”), in at which case the point Seller or the Acquiror, as applicable, shall will be liable for all such Damages arising out of or resulting from the applicable breach in excess of the Liability ThresholdDeductible. (d) Recovery by the Buyer Indemnified Parties for any Losses arising under Section 10.2(a)(i) shall be satisfied (i) first, from the insurer under the RWI Policy, (ii) then, to the extent such Losses are not covered by the RWI Policy, from Seller. (e) For purposes of determining (i) whether there has been a breach or inaccuracy of any representation, warranty, covenant or obligation under this Agreement, and then (ii) calculating the amount of any Losses arising from such breach or inaccuracy, the representations, warranties, covenants and obligations set forth in this Agreement shall be read without regard to any materiality, material adverse effect, Material Adverse Effect or similar qualifications that may be contained therein as if such qualification were deleted from such representation or warranty. (f) Neither Party shall have any Liability under this Agreement for punitive damages, except to the extent actually awarded and paid to a third party. (g) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any indemnifiable Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto. (h) Notwithstanding anything herein to the contrary, the limitations set forth in this Section 10.3 shall not apply in the event of Fraud. (i) Notwithstanding the fact that any Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement or any Damages in excess of the then applicable Liability Cap for all claims made Transactions Documents related to any fact, event, condition or circumstance, no Person will be entitled to recover the amount of any Losses suffered by such Person more than once under this Agreement in respect of such fact, event, condition or circumstance. (j) Payments by Seller pursuant to Section 11.2(a10.2(a) or 11.2(bby Buyer pursuant to Section 10.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes respect of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller any Loss shall be liable for all Damages suffered by the Acquiror without regard limited to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of Loss that remains after deducting therefrom any insurance proceeds actually paid to the Indemnified Party and any indemnity, contribution or the Indemniteeother similar payment received by Buyer or Seller, as applicable, relating to in respect of any such claim. If an Indemnified Party receives any payment in respect of any Losses after it has already received an indemnification payment on account of its claim, then it shall promptly reimburse Seller (in case of a claim by any Buyer Indemnified Party) or Buyer (in case of a claim by any Seller Indemnified Party), as appliable, for the amount of such payment (net of any costs, expenses or losses incurred in connection with such payment) to the extent that such amount was not already deducted from the indemnification payment made by Seller (in case of a claim by any Buyer Indemnified Party) or Buyer (in case of a claim by any Seller Indemnified Party), as appliable. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event The Purchaser shall the Seller or the Acquiror not be liable entitled to recover under this Article XII for any Damages pursuant to Losses suffered by it under Section 11.2(a12.2(a)(i) or 11.2(b), as applicable, unless and until the aggregate amount that the Purchaser Indemnitees are entitled to recover in respect of all such Damages claims exceeds $100,000 150,000 (the “Liability Company Threshold”); provided, that upon such time as such Losses exceed the Company Threshold, the Purchaser Indemnitees shall be entitled to recover in which respect of all Losses and; provided, further, that the Company Threshold shall not apply with respect to Losses incurred by the Purchaser Indemnitees arising in respect of claims for misrepresentations and breach of warranties relating to Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the first sentence of Section 4.11 ;provided, however, that. (b) The Company and the Stockholders may satisfy any payment obligation arising under this Article XII by transferring to the appropriate Purchaser Indemnitee shares of the Purchaser’s Common Stock received hereunder on the date that such payment becomes due (such date, the “Payment Date”). When payment is made by transferring the Purchaser’s Common Stock, the shares shall be valued at their fair market value on the Payment Date. If the shares are traded on any national exchange or quoted on any Nasdaq market, the shares shall be valued at their closing price on the Payment Date; or if no closing price is reported the average of the closing offering and bid prices on the Payment Date. If the shares are not traded on a national exchange or quoted on a Nasdaq market, the Purchaser and the Company and/or the Stockholders, as the case may be, shall attempt to agree upon a fair market value as of the Seller Determination Date for the shares within 20 days after the payment is due. If such parties are not able to agree upon a value within such 20-day period, each such party (for purposes hereof, with the Company and the Stockholders, to the extent applicable, being one party) shall, within five days after the expiration of the 20-day period referred to above, engage an accounting firm or appraiser experienced in valuing shares of private companies (an “Appraiser”), and those two Appraisers shall engage a third Appraiser. The Purchaser, the Company and Stockholders shall promptly provide all three Appraisers with any information that they request, and the three Appraisers shall attempt to agree in good faith upon a valuation within 60 days after the third Appraiser shall be selected. If the three Appraisers cannot agree upon a valuation, the value shall be the average of the individual valuations of the Appraisers. The fees and expenses of each Appraiser appointed by a party hereto shall be borne by the appointing party and the fees and expenses of the third Appraiser appointed shall be shared equally by the parties (for purposes hereof, the Company and the Stockholders shall be one party). Notwithstanding anything to the contrary herein, the liability of the Company pursuant to this Article XII shall not exceed the 24,219 shares of Purchaser’s Common Stock and the liability of the Stockholders pursuant to this Article XII shall not exceed 900,000 shares plus any shares or amounts actually received pursuant to Section 2.1(a)(iv) through 2.1(a)(vii) hereof, so that once the Company or the AcquirorStockholders, as applicablethe case may be, shall be liable for all have transferred such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicableshares and, in the aggregatecase of the Stockholders, any such amounts, such party will have no further liability hereunder; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages claims for misrepresentations and breach of warranties relating to be indemnified. The amount Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the first sentence of any Damages recoverable by a party under Section 11.2 4.11, the maximum liability of the Company shall be reduced by the increased so as to include an amount of any insurance proceeds actually paid equal to the Indemnified Party or the Indemnitee, as applicable, relating to such claimCash Portion. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo limitation or condition of liability provided in this Article XII shall apply to any misrepresentation or breach of warranty contained herein if such misrepresentation or breach of warranty was made willfully or with intent to deceive. For purposes of calculating the amount of any Losses incurred in connection with any misrepresentation, CONSEQUENTIALbreach of warranty or nonfulfillment of any covenant or agreement, SPECIAL OR INDIRECT DAMAGESany disclosures made pursuant to Sections 7.2, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY7.6 and 8.2 shall be disregarded.

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

Limitations. (a) In no event The Sellers shall not be liable for Damages which, individually considered, are lower than an amount equal to US$10,000 (the Seller “De Minimis Exclusion”). Any Damages not exceeding the De Minimis Exclusion shall be considered non-indemnifiable Damages under this Agreement. A series of Claims of the same nature having in common the same cause or origin shall be considered to be a single Claim for the Acquiror purposes of the De Minimis Exclusion. With respect to claims for Damages arising under Section 7.1.(a), the Sellers shall not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and Damage until the aggregate amount of all such Damages exceeds $100,000 US$200,000 (at which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Sellers shall be become liable for all such Damages under Section 7.1.(a) from the first US Dollar); provided that the limitations set forth in excess this sentence shall not apply to Damages based upon, in connection with or resulting from (i) fraud, intentional or knowing misrepresentation, willful breach or willful misconduct on the part of any Seller, (ii) a breach, inaccuracy or failure to be true of any of the Liability ThresholdFundamental Representations, and then not for or (iii) any Damages in excess of the then applicable Liability Cap for all claims made Special Indemnification Matters. (b) The aggregate total amount in respect of which the Sellers may be liable under such Section 11.2(a7.1.(a) or 11.2(b), as applicable, in resulting from any of the aggregateSpecial Indemnification Matters to the Globant Indemnified Parties shall not exceed the amount of US$11,500,000; provided, however, that: (A) that the aggregate Liability of the Sellers for purposes breach, inaccuracy or failure to be true of claims made Fundamental Representations shall be limited to the Purchase Price effectively received by the Acquiror under Sections 11.2(a)(iii)Sellers until the date the particular Damage is payable; provided, 11.2(a)(iv) further, that the aggregate Liability of the Sellers in respect of fraud, intentional or 11.2(a)(v)knowing misrepresentation, the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud willful breach or willful misconduct, such party misconduct shall not be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimlimited. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALSubject to the applicable limitations set forth in this ARTICLE 7, CONSEQUENTIALany amounts due to any Globant Indemnified Party pursuant to this ARTICLE 7 will be satisfied first from the Escrow Amount, SPECIAL OR INDIRECT DAMAGESand if the remaining Escrow Amount is insufficient to pay in full such amounts due to any Globant Indemnified Party, INCLUDING BUSINESS INTERRUPTIONsuch Globant Indemnified Party may seek payment of any such amounts (or any portion thereof) from the Sellers, LOSS OF FUTURE REVENUEjointly and severally. Additionally, DIMINUTION IN VALUEuntil the first anniversary since the Closing Date, PROFITS OR INCOMEif the Damages exceed the Escrow Amount, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYany Globant Indemnified Party will have a right to set off the exceeding amount corresponding to the Damages against the Deferred Consideration Payment. For the avoidance of doubt, this set off right shall only be in force between the Closing Date and the Deferred Compensation Payment Date. (d) Notwithstanding anything in this Agreement to the contrary: (i) each Seller acknowledges and agrees that it does not have any right of indemnification, contribution or reimbursement from or remedy against the Company or any Subsidiary as a result of any indemnification it is required to make under or based upon, arising out of, cause by or in connection with the breach or inaccuracy of any representation, warranty, covenant or other obligation contained in this Agreement or any other Transaction Document (including any such breach or inaccuracy of a representation, warranty, covenant or other obligation of or with respect to the Company or any Subsidiary); and (ii) each Seller hereby releases, waives and forever discharges any right to indemnification, contribution or reimbursement that it may have at any time against the Company or any Subsidiary under or based upon, arising out of, caused by or in connection with the breach or inaccuracy of any representation, warranty, covenant or other obligation in this Agreement or any other Transaction Document. (e) Except for rights for indemnification arising from the items set forth in Schedule 7.1.(f), the rights to indemnification set forth in this ARTICLE 7 shall exclude any claims regarding matters which have been disclosed by the Sellers in the Disclosure Schedule attached as Schedule 5 to this Agreement. The rights to indemnification set forth in this ARTICLE 7 shall not be affected by (i) any investigation conducted by or on behalf of any Globant Indemnified Party or any knowledge acquired (or capable of being acquired) by any Globant Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, or (ii) any waiver by Globant of any closing condition relating to the accuracy of representations and warranties or the performance of or compliance with agreements and covenants. (f) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty set forth in ARTICLE 5, and (ii) the amount of Damages for which any Globant may be entitled to indemnification under this ARTICLE 7, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Material Adverse Effect). (g) The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled according to this Agreement. Except in the case of intentional fraud or willful misconduct committed with the knowledge of any of the Parties (as to which none of the limitations set forth in this ARTICLE 7 will apply), from and after the Closing, the rights of any Indemnified Party under this ARTICLE 7 (including, any right to specific performance) will be the sole and exclusive remedy of such Indemnified Party with respect to claims for breach or inaccuracy of any of the representations, or warranties, or breach of any of the covenants and agreements, in each case, that are indemnifiable under this ARTICLE 7.

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

Limitations. (a) In no event The indemnification obligations of the Shell Parties and the KM Parties contained in Sections 4.5 through 4.8 shall be subject to the Seller 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 the Acquiror be liable for any Damages pursuant Shell General Conveyance, and the indemnities contained herein shall have no application to Section 11.2(a) matters of description, title (including, without limitation, the existence or 11.2(bnon-existence of 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), as applicablequality, 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 aggregate amount of all such Damages exceeds Limited Partnership has first paid $100,000 (50,000 with respect to each individual Third Party Claim, Environmental Claim or Environmental Cleanup Liability for which the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateLimited Partnership seeks to deliver a Claim Notice; provided, however, that: (A) for purposes of claims made by this Subsection shall not otherwise act or be interpreted to limit the Acquiror indemnification obligations contained within said Sections; 4.9.6 The KM Parties shall not have any financial obligations under said Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), 4.7 and 4.8 unless and until the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Limited Partnership has first paid $50,000 with respect to any Damages each individual Third Party Claim, Environmental Claim or Environmental Cleanup Liability for which the Limited Partnership seeks to deliver a Claim Notice; provided, however, this Subsection shall not otherwise act or be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by interpreted to limit the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.indemnification obligations contained within said Sections; and

Limitations. (a) In no event Notwithstanding anything herein to the contrary, as to matters which are subject to indemnification pursuant to this Section 12.2, neither the Shareholders, on the one hand, nor EXTECH, on the other hand, shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount claims, liabilities, losses, costs and expenses to the Indemnified EXTECH Parties or the Shareholders, as the case may be, resulting from such otherwise indemnifiable matters shall exceed a cumulative aggregate of all such Damages exceeds Twenty-Five Thousand Dollars ($100,000 25,000) (the “Liability "Indemnification Threshold”)") and then shall only be liable for the excess above the Indemnification Threshold. For purposes of this section only, in which case determining whether there was any failure to disclose, breach or failure of observance or performance or any untruth or incorrect statement with regard to any representation, warranty, covenant, agreement or commitment, the Seller or the Acquirorterms "material" and "materially," as used in such representations, as applicablewarranties, covenants, agreements and commitments, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capdeemed deleted therefrom. (b) Each party agrees that it shall, and shall cause The total indemnification to which the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Indemnified EXTECH Parties shall be reduced by the entitled under this Section 12.2 (exclusive of legal fees and expenses) shall be limited to an amount of any insurance proceeds actually paid not to the Indemnified Party or the Indemnitee, as applicable, relating to such claim.exceed Nine Hundred Fifty Thousand Dollars ($950,000). EXTECH CORPORATION 44 (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAt the option of EXTECH, CONSEQUENTIALany indemnification obligation of EXTECH under this Agreement may be satisfied in whole or in part through the issuance of additional shares of EXTECH Common Stock to the Shareholders having an aggregate Fair Market Value equal to such indemnification amount. (d) At the option of the Shareholders, SPECIAL OR INDIRECT DAMAGESany indemnification obligation of the Shareholders under this Agreement may be satisfied in whole or in part through the redelivery to EXTECH of any of the EXTECH Shares or the delivery to EXTECH of any other shares of Common Stock of EXTECH (including, INCLUDING BUSINESS INTERRUPTIONwithout limitation, LOSS OF FUTURE REVENUEthe Sterling Foster Shares), DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYin each cas▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇regate Fair Market Value equal to such indemnification amount.

Limitations. (ai) The Seller Parties shall not be liable to the Buyer Indemnified Parties for any Losses with respect to the matters contained in Section 7.2(a) unless the aggregate of all Losses therefrom exceeds an amount equal to $20,000,000 (the “Deductible”), and then only for Losses in excess of the Deductible. (ii) Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters contained in Section 7.3(a) unless the aggregate of all Losses therefrom exceeds an amount equal to the Deductible, and then only for Losses in excess of the Deductible. (i) The Seller Parties shall not be liable to the Buyer Indemnified Parties with respect to the matters contained in Section 7.2(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds $150,000 dollars (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a)(i). (ii) Buyer shall not be liable to the Seller Indemnified Parties with respect to the matters contained in Section 7.3(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a)(ii). (c) In no event shall the Seller Parties’ aggregate liability to the Buyer Indemnified Parties for Losses with respect to the matters contained in Section 7.2(a) exceed $300,000,000 (the “Cap”). In no event shall Buyer’s aggregate liability to the Seller Indemnified Parties for Losses with respect to matters contained in Section 7.3(a) exceed the Cap. Table of Contents (d) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the Acquiror extent such person or its Affiliate has actually been indemnified or reimbursed for such amount under any other provision of this Agreement or any Ancillary Agreement. (e) Notwithstanding anything herein to the contrary, in no event shall an Indemnifying Party be liable under this Article VII for any indirect, incidental, exemplary, punitive, special or consequential damages, other than any such damages for which an Indemnified Party is found liable to a third party through the final resolution of a Third Party Claim. (f) Notwithstanding anything to the contrary contained herein, the Seller Parties shall not be liable for any Damages pursuant Losses to the extent such Losses would not have arisen but for any winding up, a change in the operation of the Companies by Buyer or its Affiliates after the date hereof, reorganization or change in ownership of any member of Buyer’s group after the date hereof. (g) Notwithstanding anything to the contrary contained herein, with respect to any Losses relating to a breach of the representations and warranties in Section 11.2(a) or 11.2(b)3.15, as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Parties shall not be liable for all such Damages any Losses to the extent arising out of any voluntary sampling, site investigation, plant closure, decommissioning, change in excess use, plant reconfiguration, subsurface excavation (or any modification of operations that results in sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration or subsurface excavation) after the Liability ThresholdClosing, except for (i) repair and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, maintenance activities conducted in the aggregate; providedordinary course of business after the Closing, howeveror (ii) any sampling, that: site investigation, plant closure, decommissioning, change in use, plant reconfiguration, subsurface excavation (or any modification of operations that results in sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration or subsurface excavation) undertaken after the Closing (A) for purposes by or on behalf of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)Seller Parties, the Seller shall be liable for all Damages suffered by W▇▇▇▇ Transferee or the Acquiror without regard to Linden Transferee at the Liability Threshold W▇▇▇▇ Property or Liability Capthe Linden Property; (B) for purposes by or on behalf of claims made Buyer pursuant to its obligations under any consent decree, consent order or other settlement agreement (or any binding agreement, if entered into by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard Companies prior to the Liability Threshold Closing Date) with any Governmental Authority or Liability Capunder the Transition Services Agreement with respect to the Linden Property; and (C) for purposes of claims made to respond to an imminent and substantial endangerment to the environment or human health; or (D) in specific response to an inquiry, request, claim or demand by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapGovernmental Authority. (h) Notwithstanding anything herein to the contrary, the limitations set forth in Sections 7.4(a), (b) Each party agrees that it shalland (c) shall not apply to (i) indemnification for Taxes, which is governed exclusively, subject to Section 5.5(d), by Section 5.5(a) and shall cause the applicable Indemnitees to(ii) any claim for indemnification arising out of, use its any breach of any Fundamental Representations and Warranties or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages failure of any such Fundamental Representation (other than those expressly given as of a date specified therein) to be indemnified. The amount true and correct as of any Damages recoverable by a party under Section 11.2 shall be reduced by and as if made on the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimClosing Date. (ci) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything herein to the contrary, CONSEQUENTIALin no event shall Seller Parties’ aggregate liability under this Agreement, SPECIAL OR INDIRECT DAMAGESexcluding any liability for Taxes, INCLUDING BUSINESS INTERRUPTIONwhich is governed exclusively, LOSS OF FUTURE REVENUEsubject to Section 5.5(d), DIMINUTION IN VALUEby Section 5.5(a), PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYexceed the Purchase Price (as it may be adjusted pursuant to Section 2.4).

Limitations. (a) In no event shall the Seller or the Acquiror No Indemnification may be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, claimed unless and until the aggregate amount of all such Damages exceeds $100,000 claimed for any Loss is at least seven hundred and fifty thousand French francs (FF. 750,000) (the “Liability Threshold”"MINIMUM AMOUNT"). This Minimum Amount shall constitute a deductible. Accordingly, in which case the Seller or the Acquiror, as applicable, Stockholders shall be liable for all such Damages in excess Indemnification only for the part exceeding seven hundred and fifty thousand French francs (FF. 750,000). The total amount of Indemnification paid under this Agreement may not exceed an amount equal to 40% of the Liability Threshold, and then not Purchase Price for any Damages in excess claims notified during the first two years of the then applicable Liability Cap for all present indemnification guarantee. For claims made under such Section 11.2(anotified after the aforementioned (a) or 11.2(bshall not apply to any Indemnification request based on the provisions of Article 1.2(l), as applicablefor which there is no threshold nor any deductible for the Stockholders. In addition, in deciding whether the aggregate; providedIndemnification cap has been reached, however, that: (A) for purposes no account shall be taken of claims made any Indemnification paid by the Acquiror under Sections 11.2(a)(iiiStockholders on the basis of the provisions of Article 1.2(l), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shallAdjustments and back payments called for by tax, customs and social security authorities which are due simply to the time-lag before Taxes are paid, notably as a result of applying the principle of symmetric corrections as affirmed by case law, shall cause not be deemed to be Loss giving rise to Indemnification. The same shall apply to adjustments in connection with amortizations, inventory and provisions. Nevertheless, a mere time-shift shall give rise to Indemnification for the applicable Indemnitees toamount of Loss resulting from (x) a difference in tax rate, use its (y) adjustments relating to the opening balance sheet for the first fiscal year, pursuant to the tax principle of the intangibility of the opening balance sheet as affirmed by case law, if the time allowed for such adjustments has not run out, or their commercially reasonable efforts to secure payment any other similar provision existing in any country other than France, or (z) increases in duties, interest on late payments and penalties, of any nature whatsoever. (c) The Indemnification commitments made by the Stockholders in this Agreement may be called into play during a period of two (2) years as from insurance policies available and in existence that provide coverage the date hereof, other than (x) with respect to any Damages sums which may be due to tax, social security and customs authorities, which may be indemnified. validly claimed up until the later of (i) the date on which the aforementioned two-year period expires, (ii) the date on which the relevant statute of limitation expires, and (iii) ninety (90) days after a final governmental or judicial decision relating to tax, social security or customs matters; (y) with respect to sums resulting from the implementation of the guarantee under Article 2.23 hereof, which may be validly claimed during a period which shall expire on the third anniversary date of this Agreement; and (z) sums resulting from the implementation of the guarantee under Article 4.1 hereof, which may be validly claimed during a period which shall expire on the thirtieth anniversary date of this Agreement. (d) The amount of any Damages recoverable Indemnification shall be reduced by a party under Section 11.2 the actual reduction in taxes due by the Company or any tax saving or tax credit, provided such tax reduction, saving or credit results directly and undeniably from such Loss and the Xomed Indemnitee is not taxed for such Indemnification (it being understood, however, that if, subsequently, such deduction is rejected by the authorities or such Indemnification is taxed, the Stockholders shall pay to Xomed Indemnitee the amount by which the Indemnification has been reduced pursuant to the present Article). (e) In addition, the amount of any Indemnification shall, if such be the case, be reduced by the amount of any full or partial recharge of a provision recorded in the Final Balance Sheet made during the year the Xomed Indemnitee sends its Claim Notice, after the date of the Final Balance Sheet and on the basis of the balance sheet item which was the subject of the Indemnification Claim. Where a Loss gives rise to indemnification by an insurance proceeds actually paid company, the indemnification that such insurance company has agreed in writing to remit to the Indemnified Party or Company shall be taken into account in determining the Indemniteeamount of the Indemnification to be paid by the Stockholders for a sum amounting to the indemnification paid by the insurance company, as applicablenet of tax due by the beneficiary of such indemnification for such indemnification. However, relating if the insurance company does not pay the agreed indemnification within six (6) months of the date on which the Company informs the insurance company of its claim, the Stockholders must indemnify the Xomed Indemnitee for the amount of Loss determined pursuant to such claimthe rules set forth in this Article 5. Within ten (10) Business Days of receipt by the Company of the indemnity from the insurance company concerned, Xomed Indemnitee shall pay an amount equal to the amount by which the amount of the Stockholders' indemnity would have been reduced if the insurance company had paid the indemnification within the aforementioned six(6)-month period. (cf) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALUnder no circumstances will the Indemnification obligation be reduced, CONSEQUENTIALlimited or affected in any way whatsoever by the mere fact that Xomed or any other person has had any investigation, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYaudit or any other measure carried out with respect to Company or has approved the Company's accounts or given full discharge to any of its directors at a meeting or otherwise.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, (ai) In no event shall the Seller or the Acquiror be liable for any Damages Indemnitors shall not have an obligation to indemnify Purchaser Indemnitees pursuant to Section 11.2(a7.1(a)(i) or 11.2(b), as applicable, unless and until the aggregate amount of all Losses incurred by any Purchaser Indemnitees to which such Damages Purchaser Indemnitee(s) has the right to be indemnified under Section 7.1(a)(i) exceeds $100,000 42,050.00 (the “Liability ThresholdBasket”) 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 Purchaser Indemnitees shall be entitled to recover under Section 7.1(a)(i), in which case and the Seller or the Acquiror, as applicable, Indemnitees shall be liable for all such Damages in excess of entitled to recover under Section 7.1(b)(i) shall not exceed the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateCap; provided, however, that: that the Cap shall not apply to fraud, willful breaches, or breaches or misrepresentations of the Fundamental Representations, or any indemnification obligations of the Parties (Aother than as set forth in Section 7.1(a)(i) for purposes of claims made by the Acquiror under Sections 11.2(a)(iiiand Section 7.1(b)(i)), 11.2(a)(iv) or 11.2(a)(vwhich, with the exception of any fraud (which, for the avoidance of doubt, shall not be subject to any such limitation), the Seller shall instead be liable for all Damages suffered by the Acquiror without regard limited to an amount equal to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapPurchase Price. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. A. Notwithstanding anything to the contrary in this SLA, Tenant shall not be entitled to any 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 Seller 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 Acquiror event there would otherwise be liable 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 any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the Power Failures and/or ES Failures under this SLA in any calendar month exceed an aggregate amount equal to three (3) months’ worth of all Base Rent for the Premises under the Lease (calculated at the average rate payable during the initial Term for such Damages exceeds $100,000 Premises); and (ii) in no event shall the “Liability Threshold”total aggregate abatement for a Connectivity Failure under this SLA exceed an aggregate amount equal to three (3) months’ worth of Service Fees under the Lease (calculated at the average Service Fee payable during the initial Term for the Services), in which case . In the Seller or the Acquiror, as applicable, shall event there would otherwise be liable for all such Damages abatement under this SLA in excess of the Liability Thresholdaggregate amounts set forth herein, then the excess shall not carry over to any subsequent period and then not for any Damages in excess shall be deemed extinguished and of no force or effect. As of the then applicable Liability Cap for all claims made under 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 defined herein shall have the meaning given to such Section 11.2(a) or 11.2(b), as applicable, terms in the aggregate; providedLease. 1. The Lease, howevera true and correct copy of which is attached hereto as Exhibit A, that: (A) is presently in full force and effect and represents the entire agreement between Tenant and Landlord for purposes of claims made by the Acquiror under Sections 11.2(a)(iii)Premises. There are no amendments, 11.2(a)(iv) modifications or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard supplements to the Liability Threshold Lease, whether oral or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)written, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capexcept . . (b) Each party agrees that it shall2. The Term of the Lease commenced on ., and shall cause end on 3. Tenant has taken possession of the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available Premises and is currently paying Base Rent in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of $. 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 rent credit, rebate, abatement or concession of any kind, except as 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 Tenant 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 proceeds actually paid policies or self­ insurance that the Lease requires Tenant to maintain. 12. All leasehold improvement work to be 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 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 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 Indemnified Party or the Indemnitee, statements made herein. Dated this day of _ 20 . By: Printed name: Title: ' DM US 60239553-6.094443.0016 "Agreement") is dated as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.of 20 and is made by and between

Limitations. The remedies provided in this Article 11 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Parties. Notwithstanding the foregoing, (a) In no event Indemnifying Party shall the Seller or the Acquiror be liable for incur any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, indemnification obligations under this Article 11 unless and until the aggregate amount of all such Damages exceeds Claims incurred by the Indemnified Party reaches $100,000 35,000 (the “Liability "Indemnification Threshold”"), in at which case time the Seller or the Acquiror, as applicable, Indemnifying Party shall be liable in full for all such Damages in excess Claims incurred by the Indemnified Party, including the first $35,000 of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateClaims; provided, however, that: that neither Seller nor Buyer shall incur indemnification obligations under this Article 11 in excess of the sum of the Closing Purchase Price and the Additional Shares earned pursuant to Section 3.5 hereof (Asuch shares to be valued in accordance with the terms of Section 3.5(e)) for purposes of claims made by (the Acquiror under Sections 11.2(a)(iii"Maximum Indemnification Threshold"), 11.2(a)(ivand (b) neither Buyer nor Seller shall be entitled to bring any Claim under this Article 11 after the second (2nd) anniversary of the Closing Date, except for Claims relating to (i) fraud or 11.2(a)(v)intentional misrepresentation and Sections 4.11 and 4.16, as to which an Indemnified Party may make a claim for indemnity until the expiration of the period of the applicable statute 28 of limitations, if any; and (ii) Section 4.4, as to which an Indemnified Party may make a Claim for indemnity at any time. Notwithstanding any provision to the contrary contained in this Agreement, each of Buyer and Seller shall be liable to indemnify the other party in full for all Damages suffered by the Acquiror fraud or intentional misrepresentation, without regard to the Liability Indemnification Threshold or Liability Cap; (B) for the Maximum Indemnification Threshold, except that damages arising from fraud or intentional misrepresentation shall be considered in assessing whether the Indemnification Threshold has been satisfied. For the purposes of claims made by the Seller under Section 11.2(b)(iii)this Article 11, the Acquiror phrase "fraud or intentional misrepresentation" shall be liable for all Damages suffered by the Seller without regard mean any fraudulent or intentional misrepresentation, or reckless disregard, of a material fact or condition existing on or prior to the Liability Threshold Closing Date, or Liability Cap; and (C) for purposes the intentional or reckless omission of claims made by a party due material fact or condition existing on or prior to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapClosing Date. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.