Common use of Limitations Clause in Contracts

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to Absent fraud or intentional misrepresentation, after the contrary in this Article VIIClosing, in no event the aggregate amount of indemnifiable Losses for which the Target Indemnitors shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities be liable pursuant to Section 7.2 hereof or otherwise, 9.1(a) shall not exceed in $5,000,000 (the aggregate more than fifteen percent (15%) of the Purchase Price“Cap”); provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Target Indemnitors shall not be liable pursuant to Section 9.1(a) (i) for Losses in respect of any single breach if the first Five Hundred Thousand Dollars amount of such Losses does not exceed a $20,000 minimum value per claim (the “Threshold”), it being understood that the amount of two (2) or more claims reasonably related in subject matter or arising out of the same facts or circumstances shall be combined for purposes of determining whether the Threshold has been met (any Losses in respect of a breach which do not meet the Threshold being “Disregarded Losses”), and (ii) until the aggregate amount of all Losses (not including any Disregarded Losses) exceeds $500,000) of Damages for 500,000 (the “Basket”), in which event the Purchaser Indemnities are Parent Indemnitees shall be entitled to indemnificationrecover such Losses (other than Disregarded Losses) to the extent in excess of the Basket, but not exceeding the Cap. However, The limitations in this Section 7.6 will 9.5 shall not apply to claims under any breach by Target of the representations set forth in Section 7.2(a) 3.4(a). Absent fraud or intentional misrepresentation, after the Closing, the Parent Indemnitees’ exclusive right to monetary damages shall be solely for breach indemnification pursuant to this Article IX and subject to the applicable limitations contained herein; provided, however, that this Section 9.5 in no way limits any party’s rights to applicable equitable remedies. For the avoidance of any obligation of Seller doubt, the limitations contained in Article V or Article VI, or to claims under this Section 7.2(b) or Section 7.2(c), or to matters arising 9.5 shall not apply in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser claims for Damages, whether pursuant to indemnification of the Seller Indemnities made pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 9.2. The computation of the Purchase Price; providedamount of any Loss shall be done on an after-tax basis that takes into account the tax benefits, if any, that result from the Loss and the event giving rise to the Loss and the tax costs, if any, that result from any indemnification payment under this Agreement. All indemnification payments under this Agreement shall, except as otherwise required by Federal income tax law, be treated for Federal income tax purposes as an adjustment to the Merger Consideration provided to the RPS Securityholders. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty for purposes of Section 9.1, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the parties that for purposes of determining liability under Section 9.1, the Seller Indemnities representations and warranties of the parties contained in this Agreement shall be read as if such terms and phrases were 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser included in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthem.

Limitations. (a) Notwithstanding anything to the contrary contained herein, no Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified pursuant to Section 6.1(a)(i) and Section 6.2(a)(i): (i) unless and until the aggregate of all Losses for which the Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, would, but for this paragraph (i), be entitled to indemnification hereunder exceeds on a cumulative basis $750,000 (the “Indemnity Threshold”), at which point each Buyer Indemnified Party or Seller Indemnified Party, as applicable, shall be entitled to be indemnified for the aggregate of all Losses in excess of the Indemnity Threshold; and (ii) unless the amount of an individual claim for Losses under Section 6.1(a)(i) or Section 6.2(a)(i) (aggregating all claims and Losses arising from substantially the same or similar facts as applicable to each of Section 6.1(a)(i) or Section 6.2(a)(i)), as applicable, exceeds $25,000, and no such claim shall be applied toward the Indemnity Threshold; provided, however, that the foregoing provisions of this Section 6.3(a) shall not apply with respect to any act of intentional fraud or (i) any breach of or inaccuracy in the representations and warranties set forth in Sections 3.1, 3.2(a), 3.4(a), 3.5(a), 3.9 or 3.13 (the “Specified Representations”) or (ii) any breach of the representations and warranties set forth in Sections 4.1, 4.2(a) or 4.5. (b) Other than in the case of any act of intentional fraud (where the Buyer Indemnified Parties’ and the Seller Indemnified Parties’ rights shall not be limited by anything set forth in this Article VIIVI to the contrary), in no event shall the liability aggregate amount for which Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, shall be indemnified and held harmless under Section 6.1(a)(i) and Section 6.2(a)(i): (i) with respect to breaches or inaccuracies of any of the representations and warranties of (A) Seller for Damagesother than the Specified Representations or (B) Buyer other than those set forth in Sections 4.1, whether 4.2(a) or 4.5, in either case, exceed $3,750,000, and (ii) with respect to breaches or inaccuracies of any of (A) the Specified Representations or (B) the representations set forth in Sections 4.1, 4.2(a) or 4.5, in either case, exceed the Purchase Price (the “Cap”). (c) The amount of any Losses payable pursuant to indemnification this Article VI shall be reduced to reflect any amount actually recovered by the Indemnified Party from a Third Party (less the cost to collect or recover such amount). If the Indemnified Party realizes any such amount after the date on which a payment pursuant to this Article VI has been made to the Indemnified Party, the Indemnified Party shall promptly make payment to the Indemnifying Party equal to such amount; provided that such payment shall not exceed the amount of the Purchaser Indemnities payment made to the Indemnified Party pursuant to this Article VI. For the avoidance of doubt, this Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%6.3(c) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled construed to make a claim for indemnification under Section 7.2 hereof unless and until apply to any amounts recovered from any self insurance, captive insurance vehicle, or other similar arrangement. (d) Notwithstanding anything in this Agreement to the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)contrary, and the neither Buyer nor Seller shall not be liable for the first Five Hundred Thousand Dollars any special, indirect, punitive, exemplary or consequential damages, except ($500,000i) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary extent actually awarded in this Article VII, a Third Party Claim or (ii) in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification case of the Seller Indemnities pursuant foregoing damages other than punitive damages, 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities extent such damages are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationreasonably foreseeable.

Limitations. Subject to Section 6.6, the following limitations will apply with respect to the indemnification obligations of the Sellers: (ai) The Sellers shall not be liable to the Buyer Indemnitees under Section 6.2(a)(i) or for any breach of the representations and warranties set forth in Section 3.13 until the aggregate amount of Damages incurred by the Buyer Indemnitee(s) with respect to all claims of Buyer Indemnitees made under Section 6.2(a)(i) and any breach of the representations and warranties set forth in Section 3.13 exceeds an accumulated total of $2,800,000 (the “Threshold Amount”); provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Buyer Indemnitees shall have the right to recover all Damages without regard to the Threshold Amount. No claim for indemnification by a Buyer Indemnitee under Section 6.2(a)(i) shall be asserted where the amount that would otherwise be payable by the Sellers hereunder relating to such claim or series of related claims is less than $50,000. (ii) Any amounts payable to the Buyer Indemnitees in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall be made by the Sellers; provided, that the aggregate amount of all payments made by the Sellers in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall not exceed $30,000,000 (the “Cap”). (iii) The aggregate maximum indemnification obligation of the Sellers for Damages under Sections 6.2(a)(i) and 6.2(a)(ii) shall not exceed, in the aggregate, an amount equal to the Purchase Price (the “Purchase Price Cap”). (iv) Notwithstanding anything in this Agreement to the contrary in this Article VIIcontrary, in no event shall the liability Sellers be required to indemnify, save and hold harmless the Buyer Indemnitees under this Article VI or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of Seller this Agreement, or the transactions contemplated hereby, for Damagesany Damages that (A) are punitive or exemplary (except to the extent such Damages are asserted against a Buyer Indemnitee by a third party), whether (B) arise from any special plans or circumstances of Buyer not known to Sellers as of the date of this Agreement or (C) that are not otherwise reasonably foreseeable. (v) The amount of any Damages that are payable to the Buyer Indemnitees pursuant to indemnification this Section 6.2 shall be reduced by the amount of any insurance proceeds (net of any deductible or co-payment, such Buyer Indemnitee’s reasonable estimate of any increase in insurance premiums attributable to such recovery and all out-of-pocket costs related to such recovery) and any indemnity, contribution or other similar payment actually received by the Buyer Indemnitees in respect of such Damages or any of the Purchaser Indemnities pursuant events, conditions, facts or circumstances resulting in or relating to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Pricesuch Damages; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars ($500,000) is intended Buyer Indemnitees shall have no obligation to pursue any such recovery under insurance policies or indemnity, contribution or other similar agreements for any Damages. The Buyer Indemnitees shall use commercially reasonable efforts to mitigate their respective Damages, in each case, as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 extent required by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationapplicable Law.

Limitations. (a) Notwithstanding anything Except with respect to Claims based on actual fraud, the rights of the Indemnified Parties under this Article XI 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 contrary in transactions that are the subject of this Article VIIAgreement. Without limiting the generality of the foregoing sentence, in no event shall the liability of Seller for Damagesany party hereto, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof nor its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event each of the following three limitations shall apply: (i) the aggregate liability of Purchaser IDX for Damagesthe sum of all Losses under Sections 11.1(a)(i), whether pursuant (iii), (v), (vi) and (vii) (insofar as the Expenses referred to indemnification therein relate to Losses arising under Sections 11.1(a)(i), (iii), (v) or (vi)) and clause (ii) of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, 11.4 shall not exceed in $50 million; (ii) the aggregate more than fifteen percent liability of Allscripts for the sum of all Losses under Sections 11.1(b)(ii) (15%excluding Losses arising from a breach of Section 11.3(i)), (iii) of and (v) (insofar as the Purchase PriceExpenses referred to therein relate to Losses arising under Sections 11.1(b)(ii) or (iii)) shall not exceed $50 million; provided, the Seller Indemnities however, any issuance of Earnout Shares shall not be entitled counted against such amount; and (iii) IDX shall not be liable for any individual Loss under Sections 11.1(a)(i), (iii), (v), (vi) or (vii) (insofar as the Expenses referred to make a claim therein relate to Losses arising under Sections 11.1(a)(i), (iii), (v) or (vi)) and clause (ii) of Section 11.4 unless such Loss exceeds $50,000 and IDX shall not be liable for indemnification under Section 7.3 hereof any such individual Losses in excess of $50,000 unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars (amount of such individual Losses in excess of $500,000) 50,000 exceeds $1 million (it being understood and agreed that in such case IDX shall be liable only for the Five Hundred Thousand Dollars (amount of such Losses in excess of $500,000). (c) is intended as a deductible), In no event shall any Indemnifying Party be responsible and Purchaser shall not be liable for any Losses or other amounts under this Article XI that are consequential, in the first Five Hundred Thousand Dollars nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Losses. Allscripts shall ($500,000and shall cause the ChannelHealth Surviving Corporation to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Losses for which indemnification is provided to Allscripts by IDX under Article XI. (d) The amount of Damages any Losses for which indemnification is provided under this Article XI shall be reduced by any related recoveries to which the Indemnified Party is entitled under insurance policies or other related payments received or receivable from third parties and any tax benefits actually received by the Indemnified Party or any of its Affiliates or for which the Seller Indemnities are entitled Indemnified Party or any of its Affiliates is eligible on account of the matter resulting in such Losses or the payment of such Losses. (e) Notwithstanding anything to indemnification. Howeverthe contrary in this Agreement, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach the amount of any obligation of Purchaser in Losses for which indemnification by IDX is provided under this Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser XI shall be calculated net of any covenant accruals, reserves or obligationprovisions reflected in the Closing Date Balance Sheet. (f) Effective as of the Effective Time, each of Parent and Allscripts hereby waives and releases (and shall cause the ChannelHealth Surviving Corporation to waive and release), any claim ChannelHealth may have against IDX, except (i) any claims or rights hereunder or under any Ancillary Agreement and (ii) any claims or rights under the ChannelHealth/IDX Asset Purchase Agreement. Effective as of the Effective Time, IDX hereby waives and releases any claim IDX may have against the ChannelHealth Surviving Corporation, except any claims or rights hereunder or under any Ancillary Agreement.

Limitations. (a) (i) With respect to claims for Damages arising under Section 5.1(a)(i) or Section 5.1(a)(ii), the Sellers shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds $200,000 (the “Basket”) (at which point the Sellers shall become liable only for Damages under Section 5.1(a)(i) or Section 5.1(a)(ii) in excess of the Basket) and (ii) with respect to claims for Damages arising under Section 5.1(b)(i), the Buyer shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Basket (at which point the Buyer shall become liable only for Damages under Section 5.1(b)(i) in excess of the Basket); provided that the limitation set forth in this sentence shall not apply to (A) claims based on fraud or (B) any claim relating to a breach of any of the Fundamental Representations. (b) Except for claims based on fraud and claims for breaches of Fundamental Representations, the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under Section 5.1(a)(i) and Section 5.1(a)(ii). The Buyer shall not attempt to collect any Damages directly from any Seller, unless there are insufficient unclaimed Escrow Shares remaining to satisfy such Damages pursuant to the Escrow Agreement. (c) Except for claims based on fraud and claims for breaches of Fundamental Representations, no Seller shall attempt or be entitled to collect any Damages for which it is entitled to indemnification under Section 5.1(b)(i) from the Buyer in an amount in excess, individually or in the aggregate, of $1,304,364.75. (d) Except for claims based on fraud, the aggregate liability of each Seller for Damages under this Article V shall not exceed the portion of the Aggregate Consideration such Seller receives pursuant to this Agreement (including any amounts held in the Escrow Account but not, for the avoidance of doubt, Contingent Payments not yet earned). The aggregate liability of the Buyer for Damages under this Article V shall not exceed the Aggregate Consideration. (e) No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (f) The rights to indemnification set forth in this Article V shall not be affected by any investigation conducted by or on behalf of any Indemnified Party or any knowledge acquired (or capable of being acquired) by any 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. (g) 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 VIIII, in no event shall Article III or Article IV and (ii) the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages for which the Purchaser Indemnities are any Indemnified Party may be entitled to indemnification. Howeverindemnification under this Article V, this each such representation or warranty (other than the representations and warranties set forth in Section 7.6 will not apply 3.6(a) or Section 4.8(a)) 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 Company Material Adverse Effect). (h) Except with respect to claims based on fraud or for specific performance, after the Closing, the rights of the Buyer under Section 7.2(a) for this Article V shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any obligation covenant or agreement of Seller the Company or the Sellers contained in this Agreement. (i) Any payments made to a party pursuant to this Article V or pursuant to the Escrow Agreement shall be treated as an adjustment to the Aggregate Consideration for Tax purposes to the extent permitted by Law. (j) Payments by an Indemnifying Party pursuant to this Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising V in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller Damages shall be limited to the amount of any covenant liability or obligation. damage that remains after deducting therefrom any insurance proceeds actually received (bwithout any obligation to pursue any such proceeds) Notwithstanding anything and any indemnity, contribution or other similar payment actually received (without any obligation 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%pursue any such payments) 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising Indemnified Party in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch claim.

Limitations. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller for Damages under Section 7.1(a) shall not exceed the Share Value of the Buyer Holdback Shares and (ii) the Seller shall be liable for only that portion of the aggregate Damages under Section 7.1(a) for which it would otherwise be liable which exceeds $50,000; provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.3, 2.13, 2.14 or 2.25. For purposes solely of this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification all representations and warranties of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V II (other than Sections 2.7 and 2.32) shall be construed as if the term “material” and any reference to “Seller Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. If the Seller is liable for Damages in excess of the Share Value of the Buyer Holdback Shares, such amount shall be paid by check or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect wire transfer of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationimmediately available funds. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 7.2 shall not exceed $100,000 and shall be payable in shares of Buyer Common Stock at the Share Value, and (ii) the Buyer shall be liable for only that portion of the aggregate Damages under Section 7.2(a) for which it would otherwise be liable which exceeds $50,000; provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.3. For purposes solely of this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification all representations and warranties of the Seller Indemnities pursuant Buyer in Article III shall be construed as if the term “material” were omitted from such representations and warranties. (c) Except with respect to Section 7.3 hereof or otherwiseclaims based on fraud, exceed in after the aggregate more than fifteen percent (15%) Closing, the rights of the Purchase Price; provided, Indemnified Parties under this Article VII and Section 10.13 shall be the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until exclusive remedy of the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Indemnified Parties with respect to claims under Section 7.3(a) for resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement.

Limitations. (a) Notwithstanding anything The amount of any 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 contrary in Buyer Indemnified Party and the Seller Indemnified Party, as applicable, and (ii) the aggregate amount actually recovered under any Assigned Contract (if applicable) or any other indemnity agreement, contribution agreement, or other Contract between any of the Indemnified Parties, on the one hand, and any third Person, on the other hand, with respect to such Losses. Notwithstanding the other provisions of this Article VIIXII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim have any indemnification obligations for indemnification under any individual Losses arising from or in connection with Section 7.2 hereof 12.2(a)(i) unless and until the aggregate Damages suffered or incurred by amount of all such Losses, together with the Purchaser Indemnitees amount of all such Losses under the Other Acquisition Agreement, exceed Five Hundred Thousand Dollars $2,879,000 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and 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 first Five Hundred Thousand Dollars ($500,000) of Damages for which Deductible or the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationCap. (b) Notwithstanding anything to the contrary in this Article VII, in 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 Purchaser either party or its Affiliates under Sections 12.2 and 12.3 with respect to claims of unrelated third parties. (c) Neither Seller nor Buyer shall have any Liability under this Agreement in respect of any Loss if such Loss would not have arisen but for Damages(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, whether any materiality, Material Adverse Effect or similar qualifications in such representation or warranty shall be disregarded. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to indemnification Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (e) Except for claims based on fraud, the right of the Buyer Indemnified Parties and the Seller Indemnities pursuant 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 Section 7.3 hereof matters covered hereunder, including but not limited to claims relating to the Products, the Transferred Assets or otherwiseProduct Technology, exceed 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 aggregate more 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 fifteen percent (15%claims made or contemplated by this Article XII) may be maintained by an Indemnified Party, or any of the Purchase Price; providedits officers, directors, other governing bodies, employees, equityholders, owners, Affiliates, representatives, agents, successors, or assigns, against the Seller Indemnities shall not 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 make a claim for indemnification under Section 7.3 hereof unless and until any Law with respect to any matter that is the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) subject of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationXII.

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) Notwithstanding anything (other than the Tax Covenant and the Indemnities) shall not arise unless: (i) the 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 Tax Covenant (disregarding Claims excluded pursuant to clause 7.2(a)(i)) exceeds £75,000, in which event, the Sellers shall be liable for the whole of such Claims (disregarding Claims excluded pursuant to clause 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 contrary 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 this Article VIIrespect of the Tax Covenant or the 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 the case may be) to the extent that a specific provision or reserve in no 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 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 Seller for Damagesits Group or the Company or any other person connected with any of them or any of their respective directors, whether 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 indemnification 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 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 Indemnities pursuant to Section 7.2 hereof or otherwise, exceed (including a change in the aggregate more accounting bases upon which the Company values its assets) other than fifteen percent a change required to comply with law, accounting standards or generally accepted accounting principles or practice in force as at Completion; (15%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 Purchase Price; providedsubject matter giving rise to the Claim (the “Third 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 Indemnities 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 either case all reasonable costs and expenses properly incurred by the Purchaser or the Company in enforcing a Third Party Sum); 7.3 Where the Company is entitled to recover from a third party insurer (pursuant to any policy of insurance in place at or prior to Completion), the 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 entitled to make a claim for indemnification recover from the Sellers under Section 7.2 hereof unless and until the aggregate Damages suffered Warranties, the Tax Covenant or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising more than once in respect of Sections 3.5, 3.6,. 3.7the same damage suffered. 7.5 The Purchaser shall, or 3.15shall 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 Purchaser or any other Member of its Group becomes aware of any claim, action or demand against it, or any intentional breach by Seller of any covenant circumstance which may give rise to any claim, action or obligation.demand against it, and which may give rise to a Claim (other than in respect of a Tax Claim, the conduct of which is set out in part 4 of schedule 4), the Purchaser shall forthwith give written notice (including reasonable particulars of such claim or circumstance and, so far as is reasonably possible, the amount claimed) to the Sellers and the Purchaser shall and shall procure that the Company shall: (a) 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 member of the Purchaser’s 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 photocopies thereof at its own expense in order to appraise themselves of all facts, matters and information relevant to the claim, action or demand against the Purchaser or the Company; (b) Notwithstanding anything to consult with the contrary Sellers in this Article VIIadvance of any action taken by the Purchaser or any Member of its Group in respect of such claim, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification action or demand; and (c) have due regard and take reasonable account of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in Sellers’ representations made during such consultations. (d) For the aggregate more than fifteen percent (15%) avoidance of the Purchase Price; provideddoubt, the Seller Indemnities Purchaser shall not be entitled to make take (or procure that a Member of its Group takes) any reasonable action in respect of a claim, action or demand against it, provided 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, settled 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 for indemnification under Section 7.3 hereof unless and until was given to the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleSellers in accordance with clause 7.2(c), unless 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, and subject to the provisions of clause 6.8 and this clause 7, the Purchaser shall not be liable 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 first Five Hundred Thousand Dollars ($500,000) protection of Damages for 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 Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach Purchaser may suffer in consequence of any obligation of Purchaser in Article V or Article VI, or matter giving rise to claims under Section 7.3(c) or Section 7.3(g) or to matters arising a Claim in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationWarranty.

Limitations. (a) Notwithstanding anything herein to the contrary in this Article VIIcontrary, in no event Indemnifying Party shall the liability of Seller for Damages, whether have any obligation to indemnify any Indemnified Parties pursuant to indemnification 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 the Purchaser Indemnities Damages sustained or incurred with respect to all claims pursuant to Section 7.2 hereof 9.02(a)(i) or otherwiseSection 9.03(a)(i), exceed as the case may be, exceeds $700,000 and then only to the extent of such excess up to (but not in the excess of) a maximum aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim indemnity for indemnification under Section 7.2 hereof unless and until the aggregate such Damages suffered or incurred payable by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000pursuant to Section 9.02(a)(i) (it being understood and agreed that or the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleSellers pursuant to Section 9.03(a)(i), and as the Seller shall not be liable for the first Five Hundred Thousand Dollars (case may be, of an amount equal to $500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation7 million. (b) Notwithstanding anything herein to the contrary 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 Article VII, in 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 liability Purchaser or 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 for Damages, whether pursuant to indemnification acknowledges that the obligation of the Seller Indemnities 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 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation11.08.

Limitations. (a) If the Closing occurs, Purchaser shall have no liability under Section 10.1 to indemnify the Seller Indemnitees and Seller shall have no liability under Section 10.2 to indemnify the Purchaser Indemnitees, in each case: (i) unless and until, with respect to any individual Indemnified Claim (or series of related Indemnified Claims), brought pursuant to Section 10.1(a) or Section 10.2(a), as applicable the aggregate amount of otherwise indemnifiable Damages thereunder exceeds $100,000 (the “De Minimis Amount”) (and any Indemnified Claims (or series of related Indemnified Claims) for which the aggregate amount of otherwise indemnifiable Damages thereunder does not exceed the De Minimis Amount, the Damages with respect to such Indemnified Claim(s) shall not be applied towards the Deductible); (ii) unless and until, the aggregate amount of otherwise indemnifiable Damages pursuant to (x) all Seller’s Indemnified Claims brought pursuant to Section 10.1(a), in the case of Seller’s Indemnified Claims, or (y) all Purchaser’s Indemnified Claims brought pursuant to Section 10.2(a), in the case of Purchaser’s Indemnified Claims, exceeds a deductible (not a threshold) of $50,000,000 (the “Deductible”), and then the indemnifying party shall be liable for only the amount by which the total of such Damages exceeds such Deductible; and (iii) with respect to Purchaser, in the case of Seller’s Indemnified Claims brought pursuant to Section 10.1(a), on the one hand, and with respect to Seller, in the case of Purchaser’s Indemnified Claims brought pursuant to Section 10.2(a), on the other hand, in excess of an aggregate amount of indemnifiable Damages equal to $125,000,000 (the “Cap”). (b) Notwithstanding the foregoing and anything to the contrary in this Agreement, the limitations set forth in Section 10.4(a) shall not apply to Damages indemnifiable pursuant to Section 10.1(a) or Section 10.2(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 of Seller set forth in Section 4.10, the representations and warranties of Purchaser set forth in Section 5.9, the Seller Fundamental Representations, the Company Fundamental Representations or the Purchaser Fundamental Representations or, for the avoidance of doubt, Damages indemnifiable pursuant to Section 10.2(d). (c) The maximum aggregate indemnifiable Damages that Purchaser shall be required to pay to the Seller Indemnitees for indemnification for Damages, on the one hand, and that Seller shall be required to pay to the Purchaser Indemnitees for indemnification for Damages, on the other hand, shall be limited, in each case, in the aggregate to an amount equal to the sum of the consideration received by Seller at the Closing plus the Indemnification Holdback Amount. (d) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants or agreements, and calculating Damages hereunder, any materiality, Material Adverse Effect, Seller Material Adverse Effect, Company Material Adverse Effect or Purchaser Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded. (e) Notwithstanding anything to the contrary contained in this Article VIIAgreement or provided for under any applicable Law, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not any Party be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)receive, in connection with this Agreement and the Seller shall not be liable for the first Five Hundred Thousand Dollars Transactions, either in contract or in tort, any ($500,000i) punitive or special damages or (ii) consequential damages or loss of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V revenue or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything income damages except 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationextent reasonably foreseeable.

Limitations. (a) Notwithstanding anything any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the contrary in this Article VII, aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 20% of the Purchase Price; provided, Price (the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Cap”), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the contrary in this Article VIIextent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event shall exceed an amount equal to 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationCap.

Limitations. In addition to the limitations set forth in Section 2.01 above, the Loan shall be advanced subject to the following limitations: (a) Notwithstanding anything On the date of this Agreement, the Borrower shall be eligible to receive an advance (the contrary in this Article VII, in no event shall “Initial Tranche”) not to exceed the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen lesser of: (i) Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00); (ii) seventy percent (1570%) of the Purchase Price“as is” value of the Property; provided, or (iii) the Purchaser Indemnities shall not be entitled amount which would result in a debt service coverage ratio equal to make a claim for indemnification or greater than the required Debt Service Coverage Ratio on an “as leased” basis including rents payable under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Master Lease ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblehereinafter defined), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationas if such rents were being paid. (b) Notwithstanding anything The Borrower will be eligible to receive the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification remaining portion of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed Loan not advanced in the aggregate Initial Tranche in not more than fifteen two (2) additional Tranches (each a “Future Tranche” and collectively the “Future Tranches”) upon satisfaction of the following conditions: (i) The aggregate amount of all Tranches shall not exceed the original principal amount of the lesser of (i) Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00); (ii) seventy percent (1570%) of the Purchase Pricethen “as is” value of the Property; providedor (iii) an amount which would result in a debt service coverage ratio equal to or greater than the Debt Service Coverage Ratio on an “as leased” basis excluding rents payable under the Master Lease. (ii) All Future Tranches shall be advanced, if at all, not later than July 9, 2012. (iii) The Borrower shall enter into and execute an Interest Rate Protection Agreement (as hereinafter defined) and such additional documentation as is necessary thereto for each Future Tranche. (iv) For each requested Future Tranche, the Seller Indemnities Lender may require the Borrower to provide the Lender with a new or updated appraisal of the Property, which new or updated appraisal shall not be entitled to make a claim comply with all of the requirements of Section 2.05 of this Agreement 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 the Five Hundred Thousand Dollars ($500,000) is intended appraisal required as a deductible)condition precedent to the Closing. Notwithstanding anything contained herein to the contrary, and Purchaser if the requested Future Tranche is more than eighteen (18) calendar months after the Closing Date, the Borrower shall not be liable for provide the first Five Hundred Thousand Dollars ($500,000) Lender with a new appraisal of Damages for the Property, which appraisal shall comply with all of the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect requirements of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation2.05.

Limitations. (a) Notwithstanding anything Anything contained in this Agreement to the contrary in this Article VIInotwithstanding, in no event (i) the Buyer (on behalf of itself and any of its Affiliates including the Company post-Closing) shall the liability of Seller not make any claim for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise7.2(a)(i) until the aggregate amount of all such claims exceeds One Hundred Thousand Dollars ($100,000) (the “Threshold”) and if the Threshold is exceeded, the Seller shall be required to pay only those amounts in excess of the Threshold up to the Maximum Indemnification Amount, and (ii) the Seller shall not be required to make indemnification payments for any claim for indemnification pursuant to Section 7.2(a)(i) to the extent indemnification payments would exceed in the aggregate more than fifteen twenty percent (1520%) of the Purchase PricePrice less the amount of the Policyholders’ Surplus (as adjusted pursuant to Section 2.4 and Section 5.12) (the “Maximum Indemnification Amount”); provided, however, the Purchaser Indemnities Seller’s obligation and Liability for any and all breaches of the representations and warranties set forth in Section 3.2 (Authorization, Validity and Enforceability), Section 3.3 (No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 (Title to Shares), Section 3.19 (Tax Matters), and Section 3.22 (No Brokers) shall not be subject to the Threshold and shall not count toward determining whether the Threshold or the Maximum Indemnification Amount has been reached. In determining the amount to which the Buyer is entitled to make assert a claim for indemnification pursuant to this Article VII, only actual Damages net of all Tax benefits actually realized by the Buyer in the year of receipt of any indemnity payment shall be included. The Seller and the Buyer acknowledge and agree that any event, transaction, circumstance, or Liability, whether contingent or accrued, for which adequate reserves by the Company have been established on as of the Closing Date, shall not be used at any time as the basis of any claim for indemnification under this Article VII, or considered in any way in determining whether the Threshold or the Maximum Indemnification Amount has been reached. In addition, in connection with an alleged breach of the Seller’s representations, warranties and covenants under this Agreement, the Buyer’s Damages shall be net of all reserves established by the Company as of the Closing Date in connection with the particular item or contingency in dispute. (b) The obligation of the Seller to indemnify the Buyer under Section 7.2 7.2(a) above shall expire, with respect to any representation, warranty, covenant or agreement of the Seller, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Section 7.1 above, except with respect to any written claims for indemnification which the Buyer has delivered to the Seller prior to such date. (c) The obligation of the Buyer to indemnify the Seller under Section 7.2(b) above shall expire, with respect to any representation, warranty, covenant or agreement of the Buyer, on the date on which the survival of such representation, warranty, covenant or agreement shall expire in accordance with Section 7.1 above, except with respect to written claims for indemnification which the Seller has delivered to the Buyer prior to such date. (d) Promptly after receipt by an indemnified party under this Article VII hereof of notice of any claim or the commencement of any Action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Article VII hereof, notify the indemnifying party in writing of the claim or the commencement of that Action stating in reasonable detail the nature and basis of such claim and a good faith estimate of the amount thereof, provided that the failure to notify the indemnifying party shall not relieve it from any Liability which it may have to the indemnified party unless and until only to the aggregate extent such failure materially and adversely prejudices the ability of the indemnifying party to defend against or mitigate Damages suffered arising out of such claim. If any claim shall be brought against an indemnified party, it shall notify the indemnifying party thereof and the indemnifying party shall be entitled to participate therein, and to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and to settle and compromise any such claim or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Action; provided, however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)indemnifying party shall not agree or consent to the application of any equitable relief upon the indemnified party without its written consent. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or Action, and the Seller indemnifying party shall not be liable for other expenses subsequently incurred by the first Five Hundred Thousand Dollars ($500,000) of Damages for which indemnified party in connection with the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Pricedefense thereof; provided, however, that if the Seller Indemnities indemnifying party elects not to assume such defense, the indemnified party may retain counsel satisfactory to it and to defend, compromise or settle such claim on behalf of and for the account and risk of the indemnifying party, and the indemnifying party shall pay all reasonable fees and expenses of such counsel for the indemnified party promptly as statements therefore are received; and, provided, further, that the indemnified party shall not consent to entry of any judgment or enter into any settlement or compromise without the written consent of the indemnifying party which consent shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless unreasonably withheld. The Buyer and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood each agree to render to each other such assistance as may reasonably be requested in order to insure the proper and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach adequate defense of any obligation such claim or proceeding. The indemnified party shall also have the right to select its own counsel, at its own expense, to represent the indemnified party and to participate in the defense of Purchaser in Article V or Article VIsuch claim, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationas applicable.

Limitations. (a) Notwithstanding anything any provision herein to the contrary in this Article VIIcontrary, in no event shall the liability of Seller for Damages, whether pursuant to aggregate indemnification obligations of the Purchaser Indemnities pursuant to Seller under Section 7.2 hereof or otherwise7.2(a), exceed in other than the aggregate more than fifteen percent (15%) indemnification obligations for breaches of the Purchase PriceFundamental 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 “Cap”); provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars Cap shall be increased dollar-for-dollar by an amount equal to 10.7% of any cash indefeasibly paid to ($500,000or at the direction of) is intended as a deductible), and the Seller shall not be liable for under the first Five Hundred Thousand Dollars 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 ($500,000Taxes) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c) 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 this Agreement, and any indemnity obligation payable by the Seller under this Article VII in excess of such cash amount shall only be payable by off-set against the Note (including the Escrow Shares) and the Earnout Consideration (the “Fundamental Cap”). To the extent an indemnity claim exceeds the amount of cash indefeasibly paid to (together with any amounts paid at the direction of) the Seller, the Buyer Indemnified Parties’ sole recourse, if any, shall be to off-set against the Note (including the Escrow Shares) and the Earnout Consideration, irrespective of whether or not outstanding or earned, as applicable; the Seller shall have no liability for any shortfall. For the avoidance of doubt, (i) the Seller shall have no obligation to pay an amount in cash more than the cash indefeasibly received by (or on behalf of) the Seller under this Agreement for 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), or and cash indefeasibly paid to, the Seller, and shall therefore be available to matters arising fund the Seller’s indemnity obligations under this Article VII in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationaccordance with Section 7.6(b). (b) Notwithstanding anything any provision herein to the contrary in this Article VIIcontrary, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification obligations of the Seller Indemnities pursuant to under Section 7.3 hereof or otherwise7.2(a), exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled apply to make a claim for indemnification under Section 7.3 hereof unless and any Loss until the aggregate Damages suffered or incurred by amount of all Losses for which indemnification claims that have been asserted under Section 7.2(a) exceeds the Seller Indemnitees exceed aggregate amount of One Hundred Seventy-Five Hundred Thousand Dollars ($500,000175,000) (it being understood and agreed that the Five Hundred “Deductible”) (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 ($500,000) is intended 15,000), such claims being referred to herein as a deductible“Qualifying Claims”), and Purchaser then, such indemnification obligation shall apply to all such Losses (but only including Qualifying Claims) in excess of the Deductible; provided, however, that breaches of the Fundamental Representations of the Seller or breaches Section 3.7 (Taxes) shall not be liable subject to the Deductible. (c) Any claims for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims Losses under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) 7.2 or Section 7.3(g) 7.3 must be submitted before 11:59 p.m., New York, New York time, on or prior to matters arising in respect of Section 4.4 the date the survival period applicable to the representations and warranties or 4.6covenants 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, warranty or any intentional breach by Purchaser of any covenant or obligationexpires then such claim for Losses will be irrevocably released and/or waived.

Limitations. (a) Notwithstanding anything to Buyer and Sellers shall be liable under Section 11.1(i) or Section 11.2(i), as applicable, only when total indemnification claims exceed Two Million Three Hundred Thousand Dollars ($2,300,000) (the contrary “Basket Amount”), after which Buyer or Sellers, as applicable, shall be liable only for the amount in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification excess of the Purchaser Indemnities Basket Amount. No party shall be liable for any indemnification pursuant to Section 7.2 hereof 11.1(i) or otherwiseSection 11.2(i), exceed in as applicable, for any claims for misrepresentations and breaches of warranty which are the aggregate more than fifteen basis upon which any other party shall have failed to consummate the transactions described herein pursuant to Section 7.1 or Section 8.1, as applicable, 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) (i.e., for misrepresentations and breaches of warranties), respectively, shall be limited to an amount equal to twenty-five percent (1525%) of the Purchase Price; providedPrice (the “R&W Indemnification Cap”). Further, and subject to the R&W Indemnification Cap, the Purchaser Indemnities shall not be entitled to make a claim liability of Sellers for indemnification any Loss incurred by any Buyer Indemnified Party under Section 7.2 hereof unless and until 11.2(i) shall be equal to eighty percent (80%) of the aggregate Damages suffered or Loss incurred by such Buyer Indemnified Party. Notwithstanding the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleforegoing provision of this Section 11.3(a), the limitation on liability, the R&W Indemnification Cap and the Seller Basket Amount shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims arising under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b11.1(i) or Section 7.2(c), 11.2(i) resulting from the intentional misrepresentation or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach fraud by Seller of any covenant or obligationthe indemnifying party. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the The liability of Purchaser Buyer for Damagesany Loss incurred by any Seller Indemnified Party under Section 11.1(iii) (i.e., whether pursuant for Retained Liabilities), shall be equal to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen twenty percent (1520%) of the Purchase Price; provided, the Loss incurred by such Seller Indemnities shall not be entitled to make a claim Indemnified Party. (c) The liability of Sellers for indemnification any Loss incurred by any Buyer Indemnified Party under Section 7.3 hereof unless and until 11.2(iii) (i.e., for Retained Liabilities), shall be equal to eighty percent (80%) of the aggregate Damages suffered or Loss incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch Buyer Indemnified Party.

Limitations. With respect to any claim for the breach of any representation or warranty contained in Section 4 (except for representations and warranties concerning (a) Notwithstanding anything the first, third and last sentences in Section 4.1 (Corporate Status), (b) Section 4.3 (Authorizations and Binding Obligations), (c) subsections (i) and (iii) in Section 4.4 (Absence of Conflict or Breach), (d) Section 4.8 (b) and (c) (Owned and Leased Tangible Personal Property), (e) Section 4.20 (Taxes), (f) Section 4.29 (Brokerage), and (g) Losses arising out of any and all inaccurate representations and warranties set forth in Section 4.18 of this Agreement with regard to any Plan(s), which are collectively referred to as the contrary in this Article VII, in no event shall "Uncapped Liabilities") or any claim for the liability breach of any other of the representation or warranty on behalf of Seller for Damagescontained herein, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Seller shall not be entitled have any obligation to make a claim for indemnification under Section 7.2 hereof indemnify Buyer from and against Losses (a) unless and until the aggregate Damages suffered or incurred by Losses of Buyer exceed $50,000, and then only to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars extent of such excess ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Deductible"), and nor (b) for an aggregate amount in ---------- excess of $2,200,000 (the Seller "Cap"). Buyer's indemnification remedy first shall not --- be liable for satisfied out of the first Five Hundred Thousand Dollars ($500,000) of Damages for which Escrow Amount; provided that to the Purchaser Indemnities are extent the Escrow Amount is insufficient to satisfy any remaining indemnification liability, Buyer shall then be entitled to indemnificationproceed directly against Seller. HoweverThe Deductible, this Section 7.6 will but not the Cap, shall apply to claims under Section 7.2(a) for in the case of the Uncapped Liabilities. Any breach of any obligation of Seller the covenants or agreements contained in Article V Section 14 will not be subject to the Deductible or Article VIthe Cap, nor will the Deductible or the Cap apply in the case of fraud, or with respect to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationExcluded Liabilities. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIITo avoid any duplicative recovery, in no event shall the liability of Sellers or Purchaser be required to provide indemnification to any Purchaser Indemnified Party or Seller for DamagesIndemnified Party, whether pursuant to indemnification of the Purchaser Indemnities respectively, pursuant to Section 7.2 hereof 10.2 or otherwise, exceed 10.3 for any amount that is included in the aggregate more final Adjustment Amount, final Closing Cash or final Closing Indebtedness. (b) In no event shall (i) Sellers be required to provide indemnification to any Purchaser Indemnified Party for any claim (with all claims arising out of substantially the same events or circumstances being aggregated for such purposes) under Section 10.2 or (ii) Purchaser be required to provide indemnification to any Seller Indemnified Party for any claim (with all claims arising out of substantially the same events or circumstances being aggregated for such purposes) under Section 10.3, in each of cases (i) and (ii), if the amount of such claim or aggregated claims is equal to or less than fifteen percent seventy-five thousand dollars (15%$75,000) of the Purchase Price(“De Minimis Claims”); provided, however, that the Purchaser Indemnities limitation set forth in this Section 10.5(b) shall not be entitled apply to make a claim for indemnification under any breach of the covenants or obligations set forth in Section 7.2 hereof unless and until the aggregate Damages suffered 3.3 (Closing Payment) or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Section 3.7 ($500,000Post-Closing Adjustment). (c) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Sellers shall not be liable for any amounts for which Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a) until the first Five Hundred Thousand Dollars aggregate amount of all Damages exceeds, on a cumulative basis, nine million seven hundred fifty thousand dollars ($500,0009,750,000) of Damages for which (the “Threshold”), and then the Purchaser Indemnities are Indemnified Parties shall be entitled to indemnification. Howeverindemnification pursuant to Section 10.2(a) for all of their Damages (excluding any Damages with respect to De Minimis Claims) in excess of such Threshold, subject to the other limitations set forth in this Article X; provided, however, that the limitation set forth in this Section 7.6 will 10.5(c) shall not apply to claims under Section 7.2(a) for any breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof Fundamental Representations 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and claims based upon fraud. Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages any amounts for which Seller Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.3(a) until the aggregate amount of all Damages exceeds, on a cumulative basis, the Threshold, and then the Seller Indemnities are Indemnified Parties shall be entitled to indemnification. Howeverindemnification pursuant to Section 10.3(a) for all of their Damages (excluding any Damages with respect to De Minimis Claims) in excess of such Threshold, subject to the other limitations set forth in this Article X; provided, however, that the limitation set forth in this Section 7.6(b10.5(c) will shall not apply to any breach of any of the Purchaser Fundamental Representations or claims based upon fraud. (d) In no event shall Sellers’ aggregate liability pursuant to Section 10.2(a) exceed an amount equal to sixty five million dollars ($65,000,000) (the “Cap”); provided, however, that the limitation set forth in this Section 10.5(d) shall not apply to a breach of any of the Seller Fundamental Representations or claims based upon fraud. In no event shall Purchaser’s aggregate liability pursuant to Section 10.3(a) exceed an amount equal to the Cap; provided, however, that the limitation set forth in this Section 10.5(d) shall not apply to any breach of any of the Purchaser Fundamental Representations or claims based upon fraud. Claims for indemnification pursuant to any other provision of Section 10.2 or Section 10.3 are not subject to the limitations set forth in Section 10.5(c) and (d). Notwithstanding anything in this Agreement to the contrary, in no event shall Sellers’ or Purchaser’s aggregate liability under this Article X exceed the Closing Purchase Price, subject to any final adjustments to the components therein in accordance with Section 7.3(a3.7. (e) Purchaser and Sellers acknowledge and agree that, following the Closing, except in the case of fraud, the indemnification provisions of Section 8.1, Section 10.2 and Section 10.3 shall be the sole and exclusive monetary remedies of Sellers and Purchaser, respectively, for any Damages (including any Damages from claims for breach of any obligation of Purchaser in Article V contract, warranty, tortious conduct (including negligence) or Article VIotherwise and whether predicated on common law, statute, strict liability, or to claims under Section 7.3(cotherwise) that each Party may at any time suffer or Section 7.3(g) incur, or to matters arising become subject to, as a result of or in respect connection with this Agreement, or the transaction contemplated by this Agreement, including any breach of Section 4.4 any representation or 4.6warranty in this Agreement by any Party, or any intentional breach failure by Purchaser of any Party to perform or comply with any covenant or obligationagreement that, by its terms, was to have been performed, or complied with, under this Agreement. Without limiting the generality of the foregoing, from and after the Closing, the Parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled other than in the case of fraud.

Limitations. (a) Notwithstanding anything The following time limitations shall apply to the contrary indemnification obligations set forth in this Article VIISection 6: (i) Sellers will have no indemnification liability under this Section 6 with respect to any claims made hereunder (other than (y) claims with respect to Company Fundamental Representations or Seller Fundamental Representations, which shall survive as provided in Section 6.1, and (y) Fraud Claims) unless on or before the date that is eighteen (18) months following the Closing Date, Buyer notifies the Sellers’ Representative of such claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. (ii) Buyer will have no event indemnification liability under this Section 6 with respect to any claims made hereunder (other than claims with respect to Buyer Fundamental Representations, which shall survive as provided in Section 6.1, and Fraud Claims) unless on or before the liability date that is eighteen (18) months following the Closing Date, Sellers’ Representative notifies Buyer of Seller for Damages, whether pursuant a claim specifying the factual basis of that claim in reasonable detail to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent extent then known by Sellers’ Representative. (15%b) of the Purchase Price; providedExcept as provided below, the Purchaser Indemnities Buyer Indemnified Persons shall not be entitled to make a claim for indemnification under pursuant to Section 7.2 hereof 6.2(b)(i) or 6.2(b)(ii) unless and until the aggregate amount of all Damages suffered or incurred by of all Buyer Indemnified Persons exceeds $100,000 (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and then only for the amount of such Damages in excess of the Deductible subject to the caps set forth in this Section 6.6. The Deductible shall not apply to or otherwise affect the ability of Buyer Indemnified Persons to make claims or recover Damages with claims with respect to (i) any Company Fundamental Representation, (ii) any Seller Fundamental Representation, (iii) claims for indemnification under Section 6.2(b)(ii)(B) or Section 7.2(d)(C), or (iv) claims based on or involving intentional or deliberate misrepresentation or fraud (“Fraud Claims”). (c) Except for Fraud Claims and the indemnification obligations of the Sellers identified in Schedule 6.6(d) (the “Fundamental Sellers”) for claims in respect of Company Fundamental Representations, the Sellers’ aggregate indemnification obligations under (A) Section 6.2(b)(i) or (B) Section 7.2 (Tax Matters) shall not exceed $6,000,000 (the “Standard Cap”). For the avoidance of doubt, Buyer acknowledges and agrees that the Sellers who are not Fundamental Sellers will have no liability for any indemnification obligations under (A) Section 6.2(b)(i) or (B) Section 7.2 (Tax Matters) in excess of the Standard Cap. The Sellers acknowledge that the Standard Cap does not limit Sellers’ aggregate indemnification obligations under Section 6.2(b)(ii). (d) Except for Fraud Claims, the Fundamental Sellers’ aggregate indemnification obligations under Section 6.2(b)(i) for claims based on a breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy, of any Company Fundamental Representation shall not exceed $25,000,000 (the “Fundamental Rep Cap”). For avoidance of doubt the Fundamental Rep Cap does not limit the Fundamental Sellers’ aggregate indemnification obligations under Section 6.2(b)(ii). (e) Except for Fraud Claims, each Seller’s aggregate indemnification obligations under Section 6.2(b)(ii)(A) (including claims in respect of such Seller’s Seller Fundamental Representations), shall not exceed the amount such Seller receives (or is entitled to receive) pursuant to this Agreement. (f) The caps set forth in this Section 6.6 shall not apply to or otherwise affect the Buyer Indemnified Persons’ ability to make claims or recover Damages with respect to Fraud Claims or claims against a Seller under Section 6.2(b)(ii)(B) for a breach or nonperformance by such Seller of any covenant, agreement or obligation set forth in Section 7.1 (Restrictive Covenants; Non-Competition; Non-Solicitation), 7.3 (Maintenance of Confidentiality by Sellers), and 7.4 (Trademarks); provided that, except to the limited extent provided in Section 6.2(a), no Seller shall not be liable for Damages caused by the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by another Seller of any covenant or obligationsuch covenants. (bg) 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; providedExcept as provided below, the Seller Indemnities Indemnified Persons shall not be entitled to make a claim for indemnification under pursuant to Section 7.3 hereof 6.3(a)(i) unless and until the aggregate amount of all Damages of all Seller Indemnified Persons exceeds the Deductible, and then only for the amount of such Damages in excess of the Deductible subject to the caps set forth in Section 6.6(h). The Deductible shall not apply to or otherwise affect the ability of Seller Indemnified Persons to make claims or recover Damages with respect to (i) claims based on a breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy, of any Fundamental Buyer Representation, or claims for indemnification under Section 6.3(a)(ii) (collectively, “Buyer Exempt Claims”) or (ii) Fraud Claims. (h) Buyer’s aggregate indemnification obligations under this Section 6 shall not exceed (i) $6,000,000 for Damages arising from claims other than Buyer Exempt Claims or Fraud Claims, and (ii) $25,000,000 for Damages arising from Buyer Exempt Claims. The caps set forth in the preceding sentence shall not apply to or otherwise affect the Seller Indemnified Persons’ ability to make claims or recover Damages with respect to Fraud Claims. (i) For all purposes of this Section 6, Damages of an Indemnified Person shall be net of (i) any amounts actually received by such Indemnified Person under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder, and (ii) any net cash tax savings directly attributable to such Damages (determined on a “with and without” basis) to the extent such tax savings are actually realized in the taxable year in which such Damages are incurred. If the amount to be netted pursuant to the preceding sentence is determined after payment of the gross Damages amount has been made by an Indemnifying Person to such Indemnified Person, the Indemnified Person shall repay, promptly after such determination, the difference between the gross Damages amount and the net Damages amount. (j) Notwithstanding the fact that an Indemnified Person may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, the Damages of such Indemnified Person shall be calculated without duplication and no Indemnified Person shall be entitled to recover the amount of any Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended such Indemnified Person more than once, regardless of whether such Damages may be as a deductible)result of a breach of more than one representation, and Purchaser warranty, obligation or covenant or otherwise. (k) For purposes of determining whether a breach or inaccuracy exists with respect to any representation or warranty of the Company or any Seller, such representation or warranty shall not be read giving effect to any materiality, knowledge or similar qualifiers included therein, however, any such materiality, knowledge or similar qualifier shall be disregarded for purposes of calculating the amount of Damages arising from a breach or inaccuracy. (l) No indemnifying person shall be liable for any consequential, indirect, incidental, special, unforeseen, exemplary or punitive damages, including diminution of value, loss of business reputation or opportunity or any damages based on any type of multiple, except to the first Five Hundred Thousand Dollars ($500,000) of Damages for which extent awarded in connection with any Third Party Claim and in the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach case of any obligation of Purchaser in Article V claim based on fraud, criminal activity or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationwillful misconduct.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be obligated to indemnify any Purchaser Indemnified Person with respect to any Indemnifiable Losses as to which any Purchaser Indemnified Person is otherwise entitled to make a claim for indemnification under Section 7.2 hereof pursuant to Sections 5.2(i) and unless and until the aggregate Damages suffered amount of such Losses exceeds the sum of $90,367.30 (the “Basket Amount”). Seller shall thereafter indemnify the Purchaser Indemnified Persons for all Indemnifiable Losses of the Purchaser Indemnified Persons from the first dollar thereof; provided, however, that the maximum aggregate obligation of Seller to the Purchaser Indemnified Persons (including, 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 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 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 Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Indemnified Persons, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled without prejudice to indemnification. However, Seller’s rights under this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation5. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) No claim for indemnity under this Agreement may be made unless (i) the amount of determined indemnifiable Damages incurred with respect to such claim exceeds fifteen thousand dollars ($15,000), and (ii) the aggregate of all claims for Damages exceeds one hundred fifty thousand dollars ($150,000), at which time claims may be made for the amount of by which the aggregate of all such claims for Damages exceeds one hundred fifty thousand dollars ($150,000). By way of example only, if there are a series of claims that aggregate $150,001, then Parent may make a claim for indemnity in the amount of $1; and thereafter may make claims for indemnity for the entire amount of such claims. Notwithstanding anything to the contrary in this Agreement, the Parent’s right to the following indemnity shall not be subject to the limitations, and shall be without regard to the threshold amounts, of this Section 7.6(a): (i) the indemnity obligations set forth in Section 7.1(d) and the last sentence of Section 7.1(g) and (ii) any Third Party Action regarding or under a contract or agreement to which consents, releases and/or waivers are required to be obtained pursuant to Section 1.9(b)(i) of this Agreement. (b) The Parent shall be limited to the following rights in satisfying its claims for Damages under Section 1.6 and 1.8 and Article VII and VIII: (i) The Parent shall have the obligation to satisfy any indemnifiable Damages which it may determine under Sections 1.6 and 1.8 and Articles VII and VIII hereof first from the Escrow Amount and then as set forth in subsection (ii) hereof. (ii) To the extent that the Escrow Amount is insufficient to pay in full any determined indemnifiable Damages under Sections 1.6 and 1.8 and Articles VII and VIII hereof, the Parent shall have the right to set off any determined indemnifiable Damages under Sections 1.6 and 1.8 and Articles VII and VIII hereof against any amounts payable, but not yet paid, to the Constituents hereunder, including, without limitation, any additional consideration payable under Sections 1.6 and 1.7 of this Agreement. (iii) For purposes of clarity: (A) except as set forth in Section 7.6(g) below, Parent’s right to recovery for indemnifiable Damages under Section 1.6 and 1.8 and Article VII and VIII of this Agreement shall be limited to the remedies described in Section 7.6(b)(i) and 7.6(b)(ii) above; and (B) Parent shall have the right to satisfy any indemnifiable Damages in accordance with Sections 7.6(b)(i) and (b)(ii) above against the entire amount of the Escrow Amount and any and all amounts payable, but not yet paid, to the Constituents hereunder, not just portions thereof that would otherwise be paid or disbursed to the Indemnifying Stockholders, and the Constituents understand, acknowledge and agree (as evidenced by, in the case of the Company Stockholders, the approval of the Merger and, in the case of the holders of Options, the execution and delivery of the Option Termination Agreements by such holders of Options) to the foregoing. Notwithstanding the preceding, except as set forth in Section 7.6(g) below, in no event shall Parent have the right to recover any amount previously paid to the Constituents or to proceed directly against any individual Constituent in order to recover for any indemnifiable Damages under Section 1.6 and 1.8 and Article VII and VIII of this Agreement. (iv) Notwithstanding any other provision herein, to the extent that any indemnifiable Damages under Section 1.6, Section 1.8, Article VII or Article VIII are satisfied, they shall not otherwise be deducted from Post-Closing Net Income of the Surviving Corporation for purposes of determining the Earnout Payments. (c) In determining the amount of any indemnification obligations under this Article VII, the amount of any obligation for which indemnification may be claimed by any Indemnified Party shall be reduced by any insurance proceeds received by the Indemnified Party (or by any Affiliate of the Indemnified Party) with respect to the matter that is the subject of the indemnified claim or any tax benefit actually received as a reduction in tax due or receipt of a tax refund. Each Indemnified Party (on behalf of itself and its Affiliates) agrees to make good faith, commercially reasonably efforts to obtain all such insurance proceeds available to it; provided, however, that no claim for indemnification shall be conditioned upon the final resolution of such insurance claim – the proceeds of such claim to be paid back to the Indemnifying Party if collected after the payment by the Indemnifying Party to the Indemnified Party concerning such claim. (d) Notwithstanding anything to the contrary contained in this Agreement, no claim for indemnity under this Agreement may be made to the extent such claim relates to amounts that are accrued for as current liabilities on the Final Balance Sheet as determined by the parties pursuant to Section 1.6. (e) In no event shall Parent’s aggregate indemnity obligation for a breach of the representations and warranties set forth in Section 3.7 exceed $2,750,000. (f) The remedies set forth in this Article VII shall be the exclusive remedy of the Parties with respect to the matters set forth in this Article VII. (g) Notwithstanding anything to the contrary in this Article VIIAgreement, the limitations set forth in this Section 7.6, including, but not limited to Section 7.6(f), or elsewhere in this Agreement shall not apply to claims based on fraud or intentional misrepresentation on the part of any Indemnifying Stockholder, with respect to which claims the Parent and its Affiliates reserve any and all rights and remedies to which they may be entitled at law or in equity; provided, however, that Parent’s right to recovery under this Section 7.6(g) shall be limited to (i) recovery from the Escrow Amount, (ii) a right to set off against any amounts payable to the Constituents hereunder, including, without limitation, any additional consideration payable under Sections 1.6 and 1.7 of this Agreement and (iii) recovery directly from the Indemnifying Stockholders up to an amount equal to the final Adjusted Aggregate Payment Amount received and to be received by the Indemnifying Stockholders hereunder, but, as to each individual Indemnifying Stockholder in no event shall such amount be more than such Indemnifying Stockholder’s Total Share of such damages. For purposes of the liability of Seller for Damagesimmediately preceding subsection (iii), any Parent Shares received by the Indemnifying Stockholders hereunder, whether pursuant to indemnification of or not then held by such Indemnifying Stockholder, shall be valued using the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationShare Valuation Method. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (ai) Notwithstanding anything else contained herein to the contrary in this Article VIIcontrary, in no event shall the liability of Seller for Damages, whether pursuant Shareholders' obligation to indemnification of the indemnify Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise8.2(a) shall be Purchaser's sole and exclusive remedy for breaches of all matters (including breaches of representations and warranties) relating to this Agreement and shall be limited in amount as set forth below. (ii) Subject to the exceptions in Section 8.2(b)(vii), exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a indemnification for any Damages pursuant to Section 8.2(a) hereof unless (x) in the case of an individual claim, the Damages relating to such claim exceed Twenty-Five Thousand Dollars ($25,000) (for these purposes, the parties acknowledge and agree that any claim for Damages arising from a single event or series of related circumstances or transactions shall be deemed to be an individual claim) and (y) the cumulative total of Damages for all claims asserted pursuant to Section 8.2(a) exceeds One Million Dollars ($1,000,000) in the aggregate; and in such case the amount of Damages that may be recovered shall only be the amount that such Damages exceed One Million Dollars ($1,000,000); provided, however, that such cumulative indemnification under threshold shall not be applicable to (A) breaches of the representations or warranties set forth in Section 7.2 hereof unless 3.18 (Employees; Employee Benefit Plans) and until Section 3.21 (Taxes) and (B) any of the matters listed in Schedule 8.2(b)(ii). (iii) Subject to the exceptions in Section 8.2(b)(vii), subject to the separate individual limitations applicable to each Shareholder as set forth below, and subject to the several and not joint nature of the representations and warranties of each Shareholder contained in Article 2 hereof, the aggregate amount of Damages suffered recoverable from all Shareholders shall be Twenty Million Dollars ($20,000,000). (iv) With respect to the amount of Damages that may be recovered against a Shareholder with respect to each indemnification claim, (1) the amount of each such claim against a Shareholder shall be limited to the total amount of such Damages of such claim multiplied by a fraction equal to the amount of the Purchase Price less the amount of the Fund Indebtedness that is distributed to the Shareholder for the Shares and Option Equivalent Stock owned by such Shareholder divided by the total aggregate Purchase Price less the amount of the Fund Indebtedness distributed to all Shareholders for the Shares and Option Equivalent Stock and (2), subject to the exceptions in Section 8.2(b)(vii), the total aggregate liability of each Shareholder for all indemnification claims shall be limited to Twenty Million Dollars ($20,000,000) multiplied by the same fraction (such percentage and the maximum indemnification liability of each Shareholder shall be set forth on the Closing Statement);. (v) The amount payable by the Shareholders with respect to any Damages for which they have an indemnification obligation under this Section 8.2 shall be reduced by the amount of any insurance proceeds received by Purchaser Indemnified Parties. Purchaser, Executive and each of its Subsidiaries shall fully pursue all potential claims against applicable policies with respect to Damages before recovering any portion of such Damages from the Escrow Funds or the Shareholders; (vi) Any Damages shall be calculated and determined net of any tax benefit to the Purchaser or Executive resulting from the indemnifiable event or matter; and (vii) Notwithstanding the foregoing, the Shareholders shall be liable for all Damages incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties arising from: ($500,000A) breaches of the representations or warranties set forth in Section 2.2 (it being understood Title to Stock), but only on several and agreed that the Five Hundred Thousand Dollars not joint basis, Section 3.5 ($500,000Capitalization) is intended as a deductibleand Section 3.21 (Taxes), and (B) any claims based on fraud, willful misconduct or intentional misrepresentation without regard to the Seller shall not be liable for cumulative indemnification threshold set forth in clause (y) of Section 8.2(b)(ii), or the first Five Hundred Thousand Dollars ($500,000) aggregate limitation on indemnification set forth in Section 8.2(b)(iii); provided, however, that, in any such case, the total amount of Damages for which a Shareholder shall be liable shall be the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) amount of the Purchase Price; Price distributed to the Shareholder for the Shares and Option Equivalent Stock owned by such Shareholder, and 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 further, however that the Five Hundred Thousand Dollars provisions of 44 Subsection ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,0001) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b8.2(b)(iv) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser shall still be applicable in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationeach such case.

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) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event each of the following limitations shall apply: (i) the aggregate liability of Seller for Damagesthe sum of all Damages under Sections 4.2(a) and (b) shall not exceed $[*]; (ii) Seller shall not be obligated to pay Purchaser Indemnitees indemnification for any Damages that exceed in aggregate $[*], whether pursuant to indemnification and the sole remedy of the Purchaser Indemnities pursuant Indemnitees for Damages to which they are otherwise entitled to indemnification under Section 7.2 hereof or otherwise, 4.2 that exceed in aggregate $[*] and that are within the aggregate more than fifteen percent 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); (15%iii) no individual claim or series of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim related claims for indemnification under Sections 4.2(a) or (b) shall be valid or assertable unless it is (or they are) for an amount in excess of $[*]; (iv) the Seller shall be liable under Section 7.2 hereof unless and until 4.2(a) only if the aggregate Damages suffered or incurred by the Purchaser Indemnitees under Section 4.2(a) exceed Five Hundred Thousand Dollars ($500,000) [*] (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) that, if such condition is intended as a deductible)satisfied, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled all such Damages, without regard to indemnification. Howeversuch threshold, but subject to other limitations in this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c4), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.and

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) Notwithstanding anything to the contrary in this Article VII“Hurdle Rate”), in no event at which point such indemnifying party shall the liability of Seller be responsible for Damagesall indemnifiable damages that may arise, whether pursuant to indemnification irrespective of the Purchaser Indemnities pursuant Hurdle Rate; and provided that indemnifiable damages shall accumulate until such time as they exceed the Hurdle Rate, whereupon the party to Section 7.2 hereof or otherwisebe indemnified shall be entitled to seek indemnification for the full amount of such damages from the first dollar. 8.2.2 Absent fraud, exceed in after the Closing, the aggregate more amount of 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 fifteen percent (15%the Fundamental Representations and Warranties or for knowing or intentional misrepresentations or breaches of covenants and agreements) of shall not exceed the Purchase Price; provided. 8.2.3 In the event the transactions contemplated pursuant to this Agreement and the agreements, 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 Purchaser Indemnities shall be liable for hereunder shall equal the Purchase Price. The Parties agree that such amount is a fair estimate of the maximum amount of Seller Companies’ and Parent’s potential damages and hereby agree not to assert any Claim in excess of such amount. 8.2.4 After the Closing, the sole remedy of any party hereto with respect to indemnification Claims pursuant to this Section 8 of this Agreement shall be entitled monetary damages determined pursuant to make a claim this Section 8; provided that nothing herein shall prevent Purchaser from seeking equitable remedies for, among other things, specific performance for indemnification under breaches of Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars 7.7 ($500,000) Confidentiality), Section 7.8 (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblePublic Announcements), and the Seller shall not be liable for the first Five Hundred Thousand Dollars Section 7.9 ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(cNon-Competition), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event No amounts of indemnity shall the liability be payable as a result of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a any claim for indemnification arising under Section 7.2 hereof 7.2(a) relating to a breach or alleged breach of a representation or 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 Damages suffered or incurred by (the “Threshold”), in which case the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Indemnified Parties may bring a claim for all such Losses in excess of the Threshold, except that the Five Hundred Thousand Dollars ($500,000) is intended as Purchaser Indemnified Parties may bring claims related to any breach or alleged breach of a deductiblerepresentation or warranty under Sections 3.1, 3.2(a), 3.7, 3.22, 3.32 and the Seller 3.33 shall not be liable subject to, or in any way limited by, the Threshold. Except for indemnity based on any of Sections 3.1, 3.2(a), 3.7, 3.13, 3.22, 3.32 and 3.33, the first Five Hundred Thousand Dollars maximum Liability of the Sellers under Sections 7.2(a) shall not exceed three million five hundred thousand dollars ($500,0003,500,000) in the aggregate (the “Indemnity Amount”). Notwithstanding anything herein to the contrary, the maximum aggregate liability of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims Sellers under Section 7.2(a) for 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 obligation representation or warranty that is qualified in any respect by materiality, Seller Material Adverse Effect or Business Material Adverse Effect, solely for purposes of Seller in Article V or Article VI, or to claims under calculating such Loss for purpose of this Section 7.2(b) or Section 7.2(c7.4(a), such materiality, Seller Material Adverse Effect or to matters arising Business Material Adverse Effect qualification will in all respects be ignored. For purposes of determining if a breach occurred for any reason under this Agreement, such qualification in respect of Sections 3.5, 3.6,. 3.7, materiality or 3.15, or any intentional breach by Seller of any covenant or obligationMaterial Adverse Effect should not be ignored. (b) Notwithstanding anything to the contrary in this Article VII, in no event No amounts of indemnity shall the liability be payable as a result 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 any claim for indemnification arising under Section 7.3 hereof 7.3(a) relating to a breach or alleged breach of a representation or warranty unless and until the aggregate Damages suffered Seller Indemnified Parties have suffered, incurred, sustained or incurred by become subject to Losses referred to in that clause in excess of the Threshold, in which case the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed Indemnified Parties may bring a claim for all such Losses in excess of the Threshold, except that the Five Hundred Thousand Dollars ($500,000Seller Indemnified Parties may bring claims related to any breach or alleged breach of a representation or warranty under Sections 4.1, 4.2(a) is intended as a deductible), and Purchaser 4.4 and such claims shall not be liable for subject to, or in any way limited by, the first Five Hundred Thousand Dollars ($500,000) Threshold. Notwithstanding anything herein to the contrary, the maximum aggregate liability of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims Purchaser under Section 7.3(a) for breach shall not exceed the Indemnity Amount. For the purpose of calculating any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters Loss arising in respect of Section 4.4 or 4.6, or any intentional from a breach by Purchaser of any covenant representation or warranty that is qualified in any respect by materiality or Purchaser Material Adverse Effect, solely for purposes of calculating such Loss for purposes of this Section 7.4(b), such materiality or Purchaser Material Adverse Effect qualification will in all respects be ignored. For purposes of determining if a breach occurred for any purpose under this Agreement, such qualifications in respect of materiality or Purchaser Material Adverse Effect shall not be ignored. (c) The amount of any claim pursuant to this Article VII will be reduced by the amount of any insurance proceeds and the amount of any Tax benefit (net of all Tax detriments incurred in the Loss) when actually realized to the Indemnified Party in respect of such claim or the facts or events giving rise to such indemnity obligation. If the Indemnified Party realizes such Tax benefit or insurance proceeds after the date on which an indemnity payment has been made to the Indemnified Party, 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. (d) In no event will any of the Parties be liable under this Article VII for incidental, consequential (including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity), or punitive damages.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, if the aggregate amount of Advances on or before the forty-fifth day after the Initial Borrowing Date (the "Forty-Five Day Anniversary") is less than $2,000,000, then (a) the total number of Initial Warrant Shares to be granted under Section 2.1 hereof shall be reduced to the amount of Initial Warrant Shares equal to the product obtained by multiplying: (i) ten percent (10%) by (ii) the aggregate dollar amount of any Advances having been made by Lender to Borrower within such forty-five day period. Anything to the contrary contained herein notwithstanding, in no event shall the liability aggregate number of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities Initial Warrant Shares issued pursuant to Section 7.2 2.1 hereof or otherwiseexceed 200,000 shares of Common Stock; and (b) the total number of Warrant Shares to be granted under Section 2.2 hereof shall be reduced to the amount of Warrant Shares (the "Adjusted Warrant Total") equal to the product obtained by multiplying: (i) 600,000 by (ii) that percentage, exceed in the numerator of which is the aggregate more than fifteen percent (15%) dollar amount of the Purchase Price; providedAdvances made by the Lender at the Forty-Five Day Anniversary and the denominator of which is $2,000,000. In the event of any adjustment pursuant to this paragraph (b), the Purchaser Indemnities number of Warrants to be granted pursuant to Section 2.2 hereof shall be adjusted pro ratably and the Borrower shall be under no obligation to grant to Lender, and the Lender shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)to, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) any Warrant Shares in excess of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch Adjusted Warrant Total. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. The following provisions of this Section 7.4 shall limit the indemnification obligations hereunder: (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first Five Hundred Thousand Dollars anniversary of the Closing Date; HOU02:1274360 18 provided, however, that written claims for indemnification ($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(ai) for Indemnified Costs arising out of a breach of any obligation representation or warranty contained in Sections 4.1, 4.2, 4.6, 4.7, 5.1, 5.2 and 5.5 (the “Fundamental Representations”) may be made at any time and (ii) for Indemnified Costs arising out of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional a breach by Seller of any covenant or obligationmay be made at any time prior to the expiration of such covenant according to its terms. (b) Notwithstanding anything An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, in the aggregate, $500,000, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article VII shall not exceed $15,000,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the contrary extent such costs arise out of a breach of any Fundamental Representations. (c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII, . The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in no event shall the liability of Purchaser for Damages, whether pursuant to Ancillary Documents. Any indemnification obligation of the Seller Indemnities to the Buyer Indemnified Parties on the one hand, or the Buyer to the Seller Indemnified Parties on the other hand, pursuant to Section 7.3 hereof or otherwise, exceed in this Article VII shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the aggregate more than fifteen percent (15%) other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the Purchase Price; provided, same event or circumstance giving rise to the indemnification obligation of the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until or the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Buyer, and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverrespectively, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationhereunder.

Limitations. (aParent’s obligations under Section 8.1(a) Notwithstanding anything shall be subject to the contrary in this Article VIIfollowing limitations: (i) Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) for any individual item, in no event shall the liability or group of Seller for Damages, whether pursuant to indemnification items arising out of the Purchaser Indemnities pursuant same condition or circumstance, where the Losses related thereto for which Parent would otherwise be required to Section 7.2 hereof or otherwiseprovide indemnification are less than $25,000, exceed in the aggregate more than fifteen percent and no Losses related thereto shall be aggregated for purposes of subclause (15%ii) of the Purchase Pricethis Section 8.1(b); provided, the Purchaser Indemnities and (ii) Parent shall not be entitled to make a claim have any liability for indemnification Losses under subclause (i) of Section 7.2 hereof 8.1(a) unless and until the aggregate Damages suffered 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 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 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 extent indirect, incidental, consequential, special or incurred punitive damages are paid to a third party as a result of a Third Party Claim initiated by such third party, whether as a direct claim or a counterclaim, for which a Buyer Indemnified Party is entitled to indemnity under Section 8.1, Parent shall not have any liability for Losses under Section 8.1(a) for any indirect, incidental, consequential, special or punitive damages, including loss of future revenue, income or profits, diminution in the value of Performance Packaging, the Performance Packaging Stock or the Business or any multiple thereof and diminution or loss of business reputation or opportunity or any multiple thereof, or damages arising from changes in or interpretations of any Law or GAAP occurring after the date of this Agreement, and none of such Losses shall be aggregated for purposes of subclause (ii) of this Section 8.1(b); and (vi) The obligation of Parent to indemnify Buyer against any Losses under Section 8.1(a) shall be reduced (A) to take into account any Tax benefits actually realized by any Buyer Indemnified Party with respect to such Losses or the underlying reasons therefor, (B) by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars 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 ($500,000C) 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 underlying reasons therefor; provided, however, that (it being understood 1) the Buyer Indemnified Parties shall undertake good faith efforts to promptly pursue the above-described Tax benefits and agreed that the Five Hundred Thousand Dollars funds from third parties ($500,000) is intended as a deductibleincluding 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 Seller amount that Parent paid in respect of such Losses; and (vii) Parent shall not be liable have any liability for the first Five Hundred Thousand Dollars Losses under subclause ($500,000i) of Damages 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 which the Purchaser Indemnities are entitled to indemnification. Howeverbreaches of those representations and warranties set forth in Sections 3.1(b)(i), this Section 7.6 will not apply to claims under Section 7.2(a3.1(e) and 3.1(z), (B) any claim brought for breach of any obligation representation or warranty set forth in Section 3.1(g)(iv) shall survive until the tenth day following expiration of Seller the applicable statute of limitation, except as described in the following subclause (C), after which Parent shall not have any liability for Losses under subclause (i) of Section 8.1(a) with respect to Section 3.1(g)(iv), and (C) Buyer shall preserve its right to pursue a claim under subclause (i) of Section 8.1(a) with respect to a particular breach of representation or warranty if Buyer, prior to the expiration of the applicable period, provides an Indemnification Notice to Parent with respect to the applicable alleged breach of representation or warranty, but only with respect to the content of, and on the basis set forth in, such Indemnification Notice; and (viii) Parent shall not have any liability for Losses under subclause (ii) of Section 8.1(a) with respect to breaches of the covenants set forth in Article V or Article VI, or to claims under 1 other than in Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to 4.4 following the contrary in this Article VII, in no event shall date that is 30 days after 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 PriceClosing Date; provided, the Seller Indemnities however, that Buyer shall not be entitled preserve its right to make pursue a claim for indemnification under subclause (ii) of Section 7.3 hereof unless and until 8.1(a) with respect to a particular breach of such covenants if Buyer, prior to the aggregate Damages suffered or incurred by date that is 30 days after the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Closing Date, provides an Indemnification Notice to Parent with respect to the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)applicable alleged breach of covenant, but only with respect to the content of, and Purchaser shall not be liable for on the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverbasis set forth in, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch Indemnification Notice.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIAbsent fraud, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable required to indemnify the Buyer Indemnified Parties under Section 8.3(a) (other than with respect to the representations and warranties made by Seller in Section 5.17) and Buyer and Parent shall not be required to indemnify the Seller Indemnified Parties under Section 8.4(a) until the Indemnifiable Damages incurred thereunder, individually or in the aggregate, exceed $100,000 (the "Hurdle Amount"), at which point such indemnifying party or parties shall, subject to Section 8.2(c), and in the case of Seller, Section 8.6, be responsible for all such Indemnifiable Damages that may arise in excess of the Hurdle Amount; and provided that such Indemnifiable Damages shall accumulate until such time as they exceed the Hurdle Amount, whereupon the party or parties to be indemnified shall be entitled, subject to Section 8.2(b), and in the case of Seller, Section 8.6, to seek indemnification for the first Five Hundred Thousand Dollars ($500,000) full amount of such Indemnifiable Damages for which in excess of the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationHurdle Amount. (b) Notwithstanding anything With respect to the contrary representations and warranties made by Seller in this Article VIISection 5.17, in no event shall the liability of Purchaser for Damagesabsent fraud, 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 required to make a claim for indemnification indemnify the Buyer Indemnified Parties under Section 7.3 hereof unless and 8.3(a) until the aggregate Indemnifiable Damages suffered incurred thereunder, individually or incurred by in the Seller Indemnitees aggregate, exceed Five Hundred Thousand Dollars $100,000 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Environmental Hurdle Amount"), at which point Seller shall, subject to Section 8.2(c) and Purchaser Section 8.6, be responsible for all such Indemnifiable Damages that may arise in excess of the Environmental Hurdle Amount; and provided that such Indemnifiable Damages shall accumulate until such time as they exceed the Environmental Hurdle Amount, whereupon the Buyer Indemnified Parties shall be entitled, subject to Section 8.2(b) and Section 8.6, to seek indemnification for the full amount of such Indemnifiable Damages in excess of the Environmental Hurdle Amount. (c) Absent fraud, Seller shall not be liable for required to indemnify the first Five Hundred Thousand Dollars ($500,000Buyer Indemnified Parties under Section 8.3(a) of Damages for which and Buyer and Parent shall not be required to indemnify the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims Indemnified Parties under Section 7.3(a8.4(a) for breach any amount of any obligation Indemnifiable Damages incurred thereunder in excess of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation$5,200,000.

Limitations. (a) Notwithstanding anything to the contrary in contained herein, Purchaser will not assert a claim against Parent under this Article VII, in no event shall 7 until the liability total of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to all Section 7.2 hereof or otherwise, exceed 7.1 Indemnified Claims exceeds in the aggregate more than fifteen percent $1,000,000 (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Base Amount"), and the Seller at which time all Section 7.1 Indemnified Claims in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article 7, shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller indemnified in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationfull. (b) Notwithstanding anything to the contrary contained herein, Parent will not assert a claim against Purchaser under this Article 7 until the total of all Section 7.2 Indemnified Claims exceeds the Base Amount, at which time all Section 7.2 Indemnified Claims in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article 7, shall be indemnified in full. (c) All Section 7.1 or Section 7.2 Indemnified Claims shall be satisfied by delivery from the indemnifying to the indemnified party of a number of shares of Purchaser Common Stock having a value equal to the amount of the Section 7.1 or Section 7.2 Indemnified Claims, based on the market price of Purchaser Common Stock as of the date the indemnified party paid the amount(s) giving rise to the Section 7.1 Indemnified Claim or Section 7.2 Indemnified Claim. (d) Any indemnification claims of Purchaser or Parent pursuant to Section 4.1 hereof shall not be subject to any of the terms or limitations described in this Article VII, in no event 7. (e) The satisfaction of all Section 7.1 Indemnified Claims and Section 7.2 Indemnified Claims shall be deemed to constitute adjustments to the liability of aggregate consideration paid by 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationMerger.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be obligated to indemnify any Purchaser Indemnified Person with respect to any Indemnifiable Losses as to which any Purchaser Indemnified Person is otherwise entitled to make a claim for indemnification under Section 7.2 hereof pursuant to Sections 5.2(i) and unless and until the aggregate Damages suffered amount of such Losses exceeds the sum of Fifty Thousand Dollars ($50,000) (the “Deductible Amount”). Seller shall thereafter indemnify the Purchaser Indemnified Persons for all Indemnifiable Losses of the Purchaser Indemnified Persons in excess of the Deductible Amount; provided, however, that the maximum aggregate obligation of Seller to the Purchaser Indemnified Persons (including, but not limited to, Liabilities of Seller for costs, expenses and attorneys’ fees paid or incurred by in connection therewith or in connection with the Purchaser Indemnitees curing of any or all breaches of Seller’s representations and warranties) collectively pursuant to Section 5.2(i) shall not exceed One Million Five Hundred Thousand Dollars ($500,0001,500,000) (it being understood and agreed the “Cap”); provided, however, that the Five Hundred Thousand Dollars Cap for indemnifiable Losses arising from breaches of Fundamental Representations, from Third Party Claims arising from breaches of Section 3.10 ($500,000) is intended as a deductibleIntellectual Property), and the Seller matters disclosed on Schedule 3.13 shall not be liable capped at the Cash Consideration. Except for the first Five Hundred Thousand Dollars ($500,000) of Damages claims for which Seller has assumed the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities defense pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided5.5, the Seller Indemnities Purchaser Indemnified Persons shall not bear the burden of demonstrating that any Indemnifiable Losses to be entitled to make a claim for indemnification under Section 7.3 hereof unless and until credited against the aggregate Damages suffered or Deductible Amount were reasonably incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Purchaser Indemnified Persons, and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled without prejudice to indemnification. However, Seller’s rights under this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation5.

Limitations. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Stockholders for Losses under this Article 7 shall not exceed the shares and other assets, if any, comprising the Escrow Fund (as defined in the Escrow Agreement), and (ii) the Indemnifying Stockholders shall not be liable under this Article 7 unless and until the aggregate Losses for which it would otherwise be liable exceed $1,000,000 (at which point the Indemnifying Stockholders shall become liable only for the aggregate Losses in excess of $1,000,000); provided that the limitation set forth in clause (ii) above shall not apply to a claim made by iPIX pursuant to Section 7.1(a) relating to (x) a breach of the representations and warranties set forth in Sections 2.1(a), 2.2(a) and (b), or 2.3 or (y) the matters indemnifiable pursuant to Section 7.1(c); provided, however, that the Indemnifying Stockholders will be liable for 90% of any Losses and iPIX will be liable for 10% of any Losses related to the matters indemnifiable pursuant to Section 7.1(c) up to $500,000, and the Indemnifying Stockholders will be liable for all such Losses exceeding $500,000. iPIX and the Indemnifying Stockholders shall bear all Losses up to $500,000 pro rata according to the foregoing percentages, and shall be concurrently liable for their respective percentages of such Loss. For purposes solely of measuring the $1,000,000 deductible in clause (ii) of this Section 7.3(a), all representations and warranties of PictureWorks in Article II shall be construed as if the term "material" and any reference to "MATERIAL ADVERSE EFFECT" (and variations thereof) were omitted from such representations and warranties. (b) The stockholders of PictureWorks and their officers, directors, partners, stockholders, members, trustees, fiduciaries, affiliates, accountants, attorneys, advisors and other representatives (including those of PictureWorks prior to the Effective Time) shall not under any circumstances have any liability of any sort whatsoever under this Agreement or any agreement or document delivered in connection herewith in excess of the Escrow Fund, except in the event of a fraudulent breach (i.e., a knowing and intentional breach of a representation, warranty, covenant or agreement with the intent to deceive). In the event of such a fraudulent breach, iPIX shall have all remedies available at law or in equity with respect to such breach; provided, however, that, notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event shall the liability resulting from this sentence exceed the Merger consideration or proceeds, if any, actually received by a former stockholder of Seller for DamagesPictureWorks in connection with the disposition of such Merger consideration. (c) No Indemnifying Stockholder shall have any right of contribution against PictureWorks or the Surviving Corporation with respect to any breach by PictureWorks of any of its representations, whether pursuant warranties, covenants or agreements except as otherwise set forth in Section 5.10. (d) iPIX acknowledges and agrees that the representations and warranties set forth in Article 2 above are the only representations and warranties made by PictureWorks in connection with the Merger and related transactions contemplated hereby and iPIX has not, and agrees that it may not, rely on any other representations or warranties in any manner relating to indemnification of PictureWorks. In the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwiseevent the Merger is consummated, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood is further recognized and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as sole and exclusive remedy for any claims arising out of or relating to a deductible)breach of one or more of such representations or warranties or any other provision of this Agreement shall be Losses, subject to the limitations set forth in, and except as otherwise set forth in, this Article 7. The inclusion of any entry in the Seller Disclosure Schedule shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationdeemed an admission that such item is material. (be) Notwithstanding anything The Indemnifying Stockholders' liability for any Losses with respect to the contrary in which iPIX is entitled to or is seeking to assert rights to indemnification under this Article VII, in no event 7 shall the liability of Purchaser for Damages, whether pursuant be reduced by any amounts actually received by iPIX from any third party with respect 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch Losses.

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) Notwithstanding anything The Sellers will have no 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 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 contrary in this Article VIIindemnification 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 Company under an applicable insurance policy, the Sellers will have no obligation to indemnify Buyers for such Loss and such Loss shall not count toward the Threshold Amount; (c) The Sellers will have no obligation to indemnify Buyers for Losses unless and until the cumulative aggregate amount of such Losses equals or exceeds ¥10,000,000 (the “Threshold Amount”), in no event shall which case the Sellers will be liable for all Losses in excess of such amount, subject to subsection (d) immediately below; and (d) The aggregate liability of Seller the Sellers to Buyers for Damages, whether pursuant Losses claimed under this Section 10 shall not exceed an amount equal to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen fourty percent (1540 %) of the sum of (i) the Purchase Price; provided, Price and (ii) the Purchaser Indemnities shall not be entitled to make a claim for indemnification amount of dividend (before withholding tax) contemplated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed 8.6 hereunder, that the Five Hundred Thousand Dollars ($500,000) is intended Sellers have received from the Buyers or the Company, as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationapplicable. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Indemnifying Securityholders for Damages under this Article VII, in no event VI shall not exceed the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) amount of the Purchase Price; provided, (ii) the Purchaser Indemnities Indemnifying Securityholders shall not be entitled liable under this Article VI (other than with respect to make a claim for indemnification under Sections 6.1(c), (d) and (e) and Section 7.2 hereof 6.1(a) insofar as it relates to the representations made in Section 2.9) unless and until the aggregate Damages suffered for which they or incurred by it would otherwise be liable under this Article VI exceed $50,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars (Indemnifying Securityholders shall become liable for the aggregate Damages under this Article VI, and not just amounts in excess of $500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible50,000), and (iii) the Seller aggregate liability of each Indemnifying Securityholder for Damages under this Article VI shall not be liable for exceed such Indemnifying Securityholder’s Liability Cap; provided that the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, limitation set forth in this Section 7.6 will sentence shall not apply to claims under a claim pursuant to Section 7.2(a6.1(a) for relating to a breach of any obligation of Seller the representations and warranties set forth in Article V Sections 2.1, 2.2, 2.3 or Article VI, 2.9 or to claims under a breach of the covenant set forth in Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation4.8. (b) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Buyer for Damages under this Article VII, in no event VI shall not exceed 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%) amount of the Purchase Price; provided, and (ii) the Seller Indemnities Buyer shall not be entitled to make a claim for indemnification liable under Section 7.3 hereof this Article VI unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable under this Article VI exceed $50,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars (Buyer shall become liable for the aggregate Damages under this Article VI, and not just amounts in excess of $500,000) (it being understood and agreed 50,000); provided that the Five Hundred Thousand Dollars limitation set forth in this sentence 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 or 3.2. ($500,000c) The Escrow Agreement is intended as a deductible)to secure the indemnification obligations of the Indemnifying Securityholders under this Agreement. However, and Purchaser the rights of the Buyer under this Article VI shall not be liable limited to the Escrow Fund nor shall the Escrow Agreement be the exclusive means for the first Five Hundred Thousand Dollars Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages directly from the Indemnifying Securityholders unless there are no remaining funds held in escrow pursuant to the Escrow Agreement. ($500,000d) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under Section 7.3(a) for this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (e) No Indemnifying Securityholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements.

Limitations. The parties agree that the liabilities and obligations of an Indemnitor under this Article VI shall be limited as follows: (a) Notwithstanding anything The obligations of the Seller Indemnitors under Section 6.2(a) and the Purchaser Indemnitors under Section 6.3(a) shall not exceed an amount equal to the contrary in this Article VII, in no event shall the liability Closing VWAP of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase PricePrice Shares (the "Cap"); provided, however, that the Purchaser Indemnities Cap shall not be entitled apply with respect to make a claim for indemnification under Section 7.2 hereof unless and until (i) Claims involving the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation Fundamental Representation or (ii) in the case of Fraud by the Seller in Article V Indemnitors or Article VIthe Purchaser Indemnitors, or to as the case may be, which Claims together with any claims under Section 7.2(bclause (i) or Section 7.2(c), or shall be indemnifiable up to matters arising in respect the amount of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller the Closing VWAP of any covenant or obligationthe Purchase Price Shares. (b) Notwithstanding anything to Neither the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of Indemnified Parties nor the Seller Indemnities Indemnified Parties shall be entitled to recover any Damages pursuant to Section 7.3 hereof 6.2(a) or otherwiseSection 6.3(a), exceed in respectively, for an individual Claim or group of related Claims unless the aggregate more than fifteen amount of Damages that the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, would otherwise recover pursuant to Section 6.2(a) or Section 6.3(a) with respect to such claim or group of related claims exceeds $25,000 (the "Per Claim Threshold"). (c) Neither the Purchaser Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover any Damages pursuant to Section 6.2(a) or Section 6.3(a), respectively, until the total Damages that the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable, would otherwise be entitled to recover pursuant to Section 6.2(a) or Section 6.3(a) exceeds one percent (151%) of the Purchase PricePrice Shares (the "Deductible"), and then only to the extent of any such excess, it being understood that the portion of the amount of any individual claim or group of related claims less than the Per Claim Threshold shall be ignored in determining whether the Deductible has been exceeded; provided, however, that the Deductible shall not apply with respect to Claims involving the breach of any Fundamental Representation or in the case of Fraud. (d) In determining whether any inaccuracy in or breach of any representation, warranty, covenant or agreement has occurred for purposes of this Article VI, in determining the amount of Damages for purposes of this Article VI, the terms "material," "in all material respects", "Greenbrook Material Adverse Effect," "Success Companies Material Adverse Effect," and other similar qualifications based upon materiality shall be disregarded and given no effect, except that such qualifications shall be given effect for purposes of the definitions of "Material Adverse Effect," "Greenbrook Material Adverse Effect," "Success Companies Material Adverse Effect," and "Material Contracts" and shall also be given effect as used in Section 3.5(a) and Section 4.8(a). (e) In the event of any breach, violation or misrepresentation giving rise to an indemnification obligation under this Article VI or otherwise in connection with the Contemplated Transactions, to the extent required by applicable Law, the Indemnitee shall take, and shall cause its Affiliates to take, reasonable measures to mitigate the Damages arising from such breach, violation or misrepresentation (including taking steps to prevent any contingent liability from becoming an actual liability). (f) Notwithstanding anything else contained herein, no Indemnitee shall be permitted to recover unforeseeable or indirect damages or any damages based on a multiple of earnings, lost profits or similar valuation methodologies. (g) The obligations of Bereke in its capacity as a Seller Indemnities Indemnitor pursuant to this Article VI are limited to the forfeiture of any Purchase Price Shares actually held by Bereke and not the obligation to make any cash payment or recourse to other assets of Bereke; provided that this Section 6.5(g) shall not be entitled deemed to make a claim for indemnification under Section 7.3 hereof unless and until limit the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach obligations of any obligation of Purchaser in other Seller Indemnitor under this Article V VI or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser the rights of any covenant Purchaser Indemnified Party against any other Seller Indemnitor or obligationagainst the assets of such other Seller Indemnitor.

Limitations. The maximum liability of Seller under clause (a) Notwithstanding anything to of Section 7.2 shall not exceed RMB50,000,000 in the contrary in this Article VII, in no event shall aggregate (the “Indemnity Amount”). The maximum liability of Seller for Damagesany accounts receivable, whether pursuant to indemnification notes receivable or other receivables reflected on the Closing Date Balance Sheet that are not fully collected after the Closing Date in the ordinary course, net of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed amount provided therefore in the aggregate more than fifteen percent (15%) Closing Date Balance Sheet, shall not exceed an amount equal to 10% of the Purchase Pricegross amount of such receivables as set out in the Closing Date Balance Sheet; provided, however, that the Purchaser Indemnities foregoing limitation on liability shall not be entitled apply to make a claim the account receivables from Guizhousheng Nongcun Zhongxiaoxue Xiandai Yuancheng Jiaoyu Shidian Xiangmu Lingdao Xiaozu Bangongshi ( ) or Zhongguo Guangda Yinghang Gufen Youxian Gongsi ( ). The maximum liability of Seller for indemnification under any breach of the representation and warranty contained in Section 7.2 hereof unless and until 3.26, net of the aggregate Damages suffered or incurred by amount provided therefore in the Purchaser Indemnitees Closing Date Balance Sheet, shall not exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the RMB5,000,000. Seller shall not be liable to indemnify Purchaser for any Losses of Purchaser if and to the first Five Hundred Thousand Dollars ($500,000) extent full and adequate provisions for such Losses have been made on the Closing Date Balance Sheet. The maximum liability of Damages for which Purchaser under Section 7.3 shall not exceed the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will Indemnity Amount; provided that such limitation shall not apply to claims Purchaser’s obligations under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VIthe Note. Notwithstanding the foregoing, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary limitations on liability contained in this Article VII, in no event Section 7.4 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(aany claim for indemnity based on any of Sections 3.1, 3.2(a), 3.7, 3.13, 5.7(d) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(cand 5.11(h) or Section 7.3(g) any claim for fraud or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationwillful misconduct.

Limitations. (a) Notwithstanding anything to Except as provided in the contrary in this Article VIInext sentence, in no event Parent Indemnitee shall the liability of Seller for Damages, whether pursuant be entitled to indemnification for any Losses arising under (i) Sections 8.2(a)(i) or 8.2(a)(v) until the aggregate amount of all Losses under all claims of all Parent Indemnitees under both Sections 8.2(a)(i) and 8.2(a)(v) shall exceed $500,000 (the Purchaser Indemnities pursuant “Deductible”), and then (except as provided in clause (ii) below) the full amount of such Losses from the first dollar thereof shall be indemnified or (ii) Section 8.2(a)(v) until the aggregate amount of all Losses under Section 8.2(a)(v) exceeds $200,000 (the “Separate Deductible”) and then only with respect to Losses that exceed the Separate Deductible. No Parent Indemnitee shall be entitled to indemnification for any Losses arising under Section 7.2 hereof 8.2(a)(vi) until the aggregate amount of all Losses under all claims of all Parent Indemnitees under Sections 8.2(a)(vi) shall exceed $100,000 and then only with respect to Losses that exceed such $100,000 amount. All amounts due to Parent Indemnitees related to Losses for a breach of or otherwise, exceed inaccuracy in the aggregate more than fifteen percent (15%representations and warranties in Sections 3.1, 3.2, 3.3, 3.4, 3.14 or 3.15(b) of the Purchase Price; provided, the Purchaser Indemnities shall not be subject to the provisions of this Section 8.2(c) and shall be paid in full without any regard to the Deductible, but shall be subject to the Cap as provided below. No Seller Indemnitee shall be entitled to make a claim indemnification for indemnification any Losses arising under Section 7.2 hereof unless and 8.2(b)(i) until the aggregate Damages suffered amount of all Losses under all claims of all Seller Indemnitees for all such inaccuracies or incurred by breaches shall exceed the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Deductible, and then the Seller shall not be liable for full amount of such Losses from the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationdollar thereof shall be indemnified. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event the following limitations shall apply to indemnification claims under this Agreement: (i) the Seller shall be liable with respect to claims under Section 6.1(a) if the aggregate Adverse Consequences exceed Fifty Thousand Dollars ($50,000) at which point the Seller shall be liable for such Adverse Consequences from the first dollar of Adverse Consequences; provided that this Section 6.5(a)(i) shall not apply to breaches of the Critical Representations or to any breach of any representation or warranty of which the Seller had knowledge at any time prior to the date on which such representation or warranty is made; (ii) the aggregate liability of the Seller for Damages, whether pursuant all Adverse Consequences under Section 6.1(a) shall not exceed an amount equal to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen twenty five-percent (1525%) of the Purchase PriceAdjusted Closing Payment; provided, provided that this Section 6.5(a)(ii) shall not apply to breaches of the Purchaser Indemnities Critical Representations; (iii) the Buyer shall not be entitled to make a any claim for indemnification under with respect to any matter to the extent the Closing Payment has been adjusted to reflect such matter pursuant to Section 7.2 hereof unless and until 1.4; and (iv) the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages any Adverse Consequences for which the Purchaser Indemnities are a Party is entitled to indemnification. However, indemnification as provided under this Section 7.6 will not apply to claims under Section 7.2(a) for breach Article VI shall be calculated net of any obligation of Seller accruals, reserves or provisions therefor reflected in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthe Final Closing Statement. (b) Notwithstanding anything For purposes of this Article VI, including for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications and exceptions contained herein in any representation or warranty relating to materiality or Business Material Adverse Effect shall be disregarded. (c) In no event shall any Indemnifying Party be responsible or liable for any Adverse Consequences or other amounts under this Article VI that are consequential, in the nature of lost profits, special or punitive or otherwise not actual damages. Each Party shall (and shall cause its Affiliates to) use reasonable commercial efforts to pursue all legal rights and remedies available in order to minimize the Adverse Consequences for which indemnification is provided to it under this Article VI. (d) The amount of Adverse Consequences recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the contrary Adverse Consequences to which such indemnity claim relates, from an insurance carrier. An Indemnified Party shall use reasonable commercial efforts to pursue, and to cause its Affiliates to pursue, all insurance claims to which it may be entitled in connection with any damages it incurs, and the Parties shall cooperate with each other in pursuing insurance claims with respect to any damages or any indemnification obligations with respect to damages. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this Article VI with respect to such claim plus the amount of the insurance payments received, over (B) the amount of damages with respect to such claim which the Indemnified Party has become entitled to receive under this Article VI. (e) Except with respect to claims for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VIIVI and under Article VII shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 6.1, Section 6.2 or Article VII or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no event shall the liability of Purchaser for Damagesany Party, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not permitted assigns be entitled to make claim or seek rescission of the transactions consummated by this Agreement. (f) No limitations on indemnification in this Agreement, whether with respect to the time for asserting a claim for indemnification under Section 7.3 hereof unless and until or as to any limits on the aggregate Damages suffered or incurred by amount of Adverse Consequences, shall apply in the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) case of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationfraud.

Limitations. (a) Notwithstanding anything to the contrary herein, any claim by an indemnified party against any indemnifying party under this Agreement shall be payable by the indemnifying party only in this Article VII, in no the event shall and to the liability of Seller for Damages, whether pursuant to indemnification extent that the accumulated amount of the Purchaser Indemnities pursuant claims in respect of such indemnifying party's obligations to Section 7.2 hereof or otherwise, indemnify under this Agreement shall exceed the amount of $25,000 in the aggregate more than fifteen percent (15%) of the Purchase Price"Indemnification Threshold"); provided, however, that at such time as the Purchaser Indemnities aggregate amount of claims in respect of the indemnity obligations of such party shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the full amount of all claims initially excluded under the Indemnification Threshold, and provided further that the following categories of claims for indemnification shall not be entitled subject to make the Indemnification Threshold but shall be payable on a claim dollar-for-dollar basis without any exclusion therefor: (i) any Buyer Indemnity Claims for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered Specified Liabilities or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation the representations and warranties of Seller set forth in Article V or Article VISections 3.1, or to claims under Section 7.2(b) or Section 7.2(c3.4(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.153.8(a), 3.9, and 3.13 of this Agreement or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) Indemnity Claims for breach of the representation and warranty of Buyer set forth in Section 4.1 hereof; (ii) any obligation Buyer Indemnity Claims for breach or non-fulfillment of Purchaser the covenants of Seller set forth in Article V Sections 1.3, 2.3 and 5.1 of this Agreement and any Seller Indemnity Claims for breach or Article VI, non-fulfillment of the covenants of Buyer set forth in Sections 1.2 and 2.3 of this Agreement; and (iii) any Buyer Indemnity Claims arising out of the failure or alleged failure of Seller to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser comply with the requirements of any covenant bulk sales, fraudulent conveyance or obligationother law for the protection of creditors.

Limitations. (ai) Subject to Section 10.4(e)(iii), neither the Buyer Parties nor the Seller Parties shall be liable under this Section 10.4 for any Damages until the aggregate amount otherwise due to the indemnified party exceeds an accumulated total of $100,000, in which case the indemnifying party shall, subject to Section 10.4(e)(ii), be liable for all Damages in excess of such amount (but not including those incurred prior to exceeding $100,000); provided, however, that (A) these limitations shall apply only to the extent the indemnified party is entitled to indemnification exclusively under Section 10.4(a)(i) or Section 10.4(b)(i), and (B) these limitations shall not apply with respect to Damages arising out of a breach of any Excepted Provision, for which the indemnifying party shall, subject to Section 10.4(e)(ii), be liable for all Damages. (ii) Subject to Section 10.4(e)(iii), the Seller Parties shall not be liable hereunder to the Buyer Indemnified Parties for Damages to the extent that the amount of Damages paid to the Buyer Indemnified Parties shall exceed $750,000 (the “Seller Indemnity Cap”); provided, however, that the Seller Indemnity Cap shall not apply with respect to the following: (x) Damages arising out of a breach of any representation or warranty of Seller contained in Section 4.5 (Title to Assets) (first sentence only) or 4.20 (Tax Matters), for which the indemnifying party shall be liable for all Damages, provided that the Seller Parties shall not be liable hereunder to the Buyer Indemnified Parties to the extent that the aggregate amount of such Damages shall exceed $5,000,000 (it being acknowledged and agreed that nothing contained in this Section 10.4(e)(ii) shall limit the provisions of clause (z) hereof to the extent that any such Damages relate to any of the matters set forth in Section 10.4(a)(iv)); (y) (1) Damages arising out of a breach of any Excepted Provision (other than any representation or warranty of Seller contained in Section 4.5 (Title to Assets) (first sentence only) or 4.20 (Tax Matters)) or any Excepted Covenant or (2) any indemnification relating to any of the matters set forth in Section 10.4(a)(v) or 10.4(a)(vi), in each case for which the indemnifying party shall be liable for all Damages, provided that the Seller Parties shall not be liable hereunder to the Buyer Indemnified Parties to the extent that the aggregate amount of such Damages shall exceed the Purchase Price; and (z) any indemnification relating to any of the matters set forth in Section 10.4(a)(iv), for which the indemnifying party shall be liable for all Damages. Subject to Section 10.4(e)(iii), the Buyer Parties shall not be liable hereunder to the Seller Indemnified Parties for Damages to the extent that the amount of Damages paid to the Seller Indemnified Parties shall exceed $750,000 (the “Buyer Indemnity Cap”); provided, however, that the Buyer Indemnity Cap shall not apply with respect to the following: (x) (1) Damages arising out of a breach of any Excepted Provision or Excepted Covenant or (2) any indemnification relating to any of the matters set forth in Section 10.4(b)(iv), for which the indemnifying party shall be liable for all Damages, provided that the Buyer Parties shall not be liable hereunder to the Seller Indemnified Parties to the extent that the aggregate amount of such Damages shall exceed the Purchase Price; and (y) any indemnification relating to any of the matters set forth in Section 10.4(b)(iii), for which the indemnifying party shall be liable for all Damages. (iii) Notwithstanding anything to the contrary in this Article VIIAgreement, nothing set forth in no event shall this Agreement (including the liability limitations on indemnification amount set forth in clauses (i) and (ii) of Seller for Damages, whether pursuant to indemnification this Section 10.4(e) and the durational limitations of the Purchaser Indemnities pursuant to survival periods set forth in Section 7.2 hereof 10.3) shall limit the rights, remedies or otherwise, exceed in claims of any Party (or the aggregate more than fifteen percent (15%) Liability of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(aany Party) for breach of any obligation of Seller in Article V fraud or Article VI, willful or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationbreach. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in herein, where Damages relate to the breach of a representation or warranty, (i) the aggregate liability of the Company Stockholders, on the one hand, and the Buyer, on the other hand, for Damages under this Article VIIVI shall not exceed $4,375,000, in no event and (ii) the Company Stockholders and the Buyer shall the liability of Seller be liable under this Article VI for Damages, whether pursuant to indemnification only that portion of the Purchaser Indemnities aggregate Damages for which they or it would otherwise be liable which exceeds $100,000; provided that the limitation set forth in clause (ii) above shall not apply to (A) a claim pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%6.1(a) relating to a breach of the Purchase Price; providedrepresentations and warranties set forth in Sections 2.1, 2.2, or 2.3 (or the Purchaser Indemnities shall not be entitled to make portion of the Zehr▇▇ ▇▇▇tificate or the Company Certificate relating thereto) or (B) a claim for indemnification under pursuant to Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as 6.2 relating to a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation the representations and warranties set forth in Sections 3.1, 3.2, or 3.3 (or the portion of Seller in Article V or the Buyer Certificate relating thereto). For purposes solely of this Article VI, or all representations and warranties of the Company in Article II (other than Section 2.32) and all representations and warranties of the Buyer and the Transitory Subsidiary in Article III (other than Section 3.12) shall be construed as if the term "material" and any reference to claims under Section 7.2(b"Company Material Adverse Effect" and "Buyer Material Adverse Effect" (and variations thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationwere omitted from such representations and warranties. (b) Notwithstanding anything The Escrow Agreement is intended to secure the indemnification obligations of the Company Stockholders under this Agreement, among other things. However, the rights of the Buyer under this Article VI shall not be limited to the contrary in this Article VII, in no event Escrow Amount nor shall the liability of Purchaser Escrow Agreement be the exclusive means for Damages, whether pursuant the Buyer 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 Priceenforce such rights; provided, the Seller Indemnities shall not be entitled to make a claim however, that 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages those matters for which the Seller Indemnities are entitled aggregate liability of the Company Stockholders is limited to indemnification. However$4,375,000, the rights of the Buyer under this Section 7.6(bArticle VI shall be limited to the Escrow Amount and the Escrow Agreement shall be the exclusive means for the Buyer to enforce such rights. (c) will not apply Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under Section 7.3(a) for this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V or Article VIwarranty, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (d) No Company Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants, or agreements.

Limitations. (a) Notwithstanding anything The Sellers' and the Members' obligation to make indemnification payments to the contrary Buyer Indemnified Parties, on the one hand, and the Buyer's obligation to make indemnification payments to the Seller Indemnified Parties, on the other hand, shall not arise until the aggregate amount of all Indemnifiable Losses claimed by the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, exceeds $50,000 (the "Threshold Amount"). Once the aggregate amount of Indemnifiable Losses claimed by the Buyer Indemnified Parties under Section 10.2, on the one hand, or by the Seller Indemnified Parties under Section 10.3, on the other hand, exceeds the Threshold Amount, the Buyer Indemnified Parties and the Seller Indemnified Parties, as the case may be, shall then be entitled to recover all such Indemnifiable Losses, including those Indemnifiable Losses that were used to reach the Threshold Amount. The foregoing Threshold Amount limitation shall not apply to, and the determination of whether the Threshold Amount has been reached shall not include, any Indemnifiable Losses incurred by any Buyer Indemnified Party with respect to any of the Excepted Matters or the Noncompliance Matters (each as defined in Section 10.4(b)) or any representation or warranty made by any Seller or Member, on the one hand, or the Buyer or the Guarantor, on the other hand, in this Article VIIAgreement or in any certificate, in document or instrument delivered by any such Seller, Member, Buyer or Guarantor at the Closing with respect thereto made with actual fraud.. (b) In no event shall the liability Sellers' and the Members' aggregate obligation to make indemnification payments to the Buyer Indemnified Parties on account of Seller for DamagesIndemnifiable Losses with respect to (i) any breach of Section 5.8 or Section 5.21, whether pursuant (ii) any claims under Section 10.2(e) or Section 10.2(f), including any Third Party Claim relating thereto, and (iii) any failure to perform any covenant under Section 9 (collectively, the "Excepted Matters") exceed an amount equal to the Cash Consideration. In no event shall the Sellers' and Members aggregate obligation to make indemnification payments to the Buyer Indemnified Parties on account of any Third Party Claim arising out of or relating to any Seller's non-compliance with any Requirement of Law pertaining the Purchaser Indemnities pursuant origination, servicing or collection of consumer loans including any Requirements of Law regarding usury, truth in lending, consumer credit protection, equal credit opportunity or disclosure (collectively, the "Noncompliance Matters") exceed an amount equal to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen seventy percent (1570%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnificationCash Consideration. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in In no event shall the liability Sellers' and the Members' aggregate obligation to make indemnification payments to the Buyer Indemnified Parties on account of Purchaser for Damages, whether pursuant Indemnifiable Losses with respect to indemnification of any matters other than the Seller Indemnities pursuant Excepted Matters and the Noncompliance Matters exceed an amount equal to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen thirty percent (1530%) of the Purchase Price; providedCash Consideration. None of the foregoing limitations shall apply to any claim with respect to any representation or warranty made by any Seller or Member in this Agreement or in any certificate, document or instrument delivered by any Seller or Member at the Closing with respect thereto made with actual fraud. (c) In no event shall the Buyer's aggregate obligation to make indemnification payments to the Seller Indemnities shall not be entitled Indemnified Parties on account of Indemnifiable Losses exceed an amount equal 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 thirty percent ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,00030%) of Damages for which the Seller Indemnities are entitled to indemnificationCash Consideration. However, this Section 7.6(b) will The foregoing limitation shall not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser claim with respect to any representation or warranty made by the Buyer in Article V this Agreement or Article VIin any certificate, document or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in instrument delivered by the Buyer at the Closing with respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthereto made with actual fraud.

Limitations. (a) Notwithstanding anything to the ----------- contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification contained herein: (i) none of the Purchaser Indemnities pursuant to Section 7.2 hereof Buyer Indemnified Persons shall assert or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a recover from any Akzo Nobel Entity for any claim for indemnification indemnity hereunder in respect of Losses under Section 7.2 hereof 9.1(a)(i) ----------------- unless and until the aggregate Damages suffered total amount of all such claims against the Akzo Nobel Entities in respect of such Losses exceeds one million dollars ($1,000,000) (the "Basket"), and in such event the Buyer Indemnified ------ Persons shall be entitled to be indemnified for all Losses from the first dollar of Losses; provided that no such claim may be asserted -------- until the Losses attributable to any claim or set of related claims equals or exceeds two hundred fifty thousand dollars ($250,000) (the "Minimum Claim Amount"); and -------------------- (ii) the Buyer Indemnified Persons shall not assert or be entitled to recover from the Akzo Nobel Entities, nor shall the Akzo Nobel Entities be responsible to pay, more than twenty one million two hundred fifty thousand dollars ($21,250,000) (the "Cap") for any and all --- indemnifiable claims for indemnity in respect of Losses arising under Section 9.1(a)(i); provided, however, that none of the Basket, the ----------------- -------- ------- Cap or the Minimum Claim Amount shall apply with respect to any amounts payable in respect of Losses for breaches under Sections 2.1, ------------ 2.2, 2.3, 2.4 or 2.5 or with respect to any amounts payable in --- --- --- --- respect of Losses under Section 9.1(a)(ii), (iii) or (iv), or in ------------------ ----- ---- respect of fraud or knowing misrepresentations. For purposes of determining any breach of, or calculating the amount of Losses incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Buyer Indemnified Persons arising out of or resulting from, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for any breach of a representation by any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedAkzo Nobel Entity, the Seller Indemnities references to materiality or other correlative terms 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationdisregarded.

Limitations. (a) Subject to Section 5.2(b), the liability of Sellers for claims pursuant to Section 5.1(a) will only continue in effect for a period of eighteen (18) months after the Closing Date. (b) Claims asserted by the Purchaser related to or arising out of inaccuracies or breach in any representation or warranty (i) in Sections 3.1 (Organization and Qualification; Capitalization; Subsidiaries), 3.2 (Power and Authority; Enforceability), 3.3 (No Conflict), 3.7(a) (Title to Assets), 3.8 (Tax Matters), 3.12 (Brokerage and Finder’s Fees), 3.19 (Indebtedness) and 3.20 (Environmental Matters) will survive for the applicable statute of limitations plus thirty (30) days (collectively, the “Fundamental Reps”). In addition, if notice of a violation or breach of any specified representation or warranty is given to the party charged with such violation or breach during the period provided for in Sections 5.2(a) or 5.2(b), such representation or warranty will continue to survive until such matter has been resolved by settlement, litigation (including all appeals related thereto) or otherwise. All covenants and agreements that by their terms contemplate performance after the Closing Date will survive the Closing indefinitely, unless specified otherwise by their terms. (c) Notwithstanding the foregoing, Sellers will not be obligated to indemnify and hold the Purchaser Indemnified Parties harmless for a claim pursuant to Section 5.1(a) (other than with respect to Fundamental Reps) for such Damages unless and until the aggregate amount of such Damages exceeds Ten Thousand and no/100 Dollars ($10,000) (the “Basket”) and then Sellers will be liable to the Purchaser Indemnified Parties only for all such Damages in excess of the Basket, but in each case subject to the Cap. The maximum aggregate liability of Sellers for all claims made by the Purchaser Indemnified Parties pursuant to Section 5.1(a) will not exceed (i) Three Hundred Ninety Thousand and no/100 Dollars ($390,000) or (ii) the Purchase Price with respect to the Fundamental Reps (the applicable limit in (i) or (ii), the “Cap”). Neither the Basket nor the Cap will apply to claims based on fraud or intentional misrepresentation or claims brought pursuant to Sections other than Section 5.1(a). (d) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedherein, the Purchaser Indemnities shall right of any party hereto to indemnification, payment of Damages or other remedies will not be entitled affected in any way by any investigation conducted or knowledge (whether actual, constructive or imputed) acquired at any time by such party with respect to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered accuracy or incurred inaccuracy of or compliance with or performance of, any representation, warranty, covenant, agreement or obligation or by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach waiver of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationcondition. (be) Notwithstanding anything to the contrary herein, for purposes of determining the existence of any breach of a representation or warranty made by a Seller or for purposes of determining Damages, each representation or warranty made by a Seller will be deemed made without any qualifications or limitations as to materiality and, without limiting the foregoing, the word “material” and words of similar import will be deemed deleted from any such representation or warranty. (f) For purposes of calculating the aggregate amount of Damages, the amount of such Damages will be reduced by any third-party insurance benefits which the indemnitee actually received in the year of the loss in respect of or as a result of such Damages (after taking into account any deductibles, cost of recovery and the present value of any associated increase in premiums). (g) Notwithstanding anything contained in this Agreement to the contrary, no limitations on liability set forth in this Article VIIV will apply with respect to claims based on fraud or intentional misrepresentation. (h) Upon the Purchaser providing 30 days’ prior notice to Sellers, during which time Sellers will have the opportunity to communicate an objection and/or explain the circumstances pursuant to which the Purchaser believes that it has indemnifiable Damages, the Purchaser will have the right to offset any indemnifiable Damages against the (i) Indemnity Escrow Amount (provided no notice period applies to filing a claim against the Indemnity Escrow Amount), (ii) any Earn-Out Payment and (iii) any other payment due to Sellers, in no event shall each case on a dollar-for-dollar basis. In addition, the liability of Purchaser for Damages, whether pursuant will first bring claims under the Indemnity Escrow Amount with respect to indemnification a breach of the Seller Indemnities pursuant representations and warranties other than with respect 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationFundamental Reps.

Limitations. (a) Notwithstanding anything No amount shall be payable to the contrary a Buyer Indemnified Party in this Article VII, in no event shall the liability satisfaction of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a any claim for indemnification under pursuant to this Section 7.2 hereof 7.2(b) unless and until the aggregate Damages suffered Losses paid, incurred, sustained or incurred by the Purchaser Indemnitees accrued (or anticipated to be paid, incurred, sustained or accrued) equal or exceed Five Hundred Thousand One Million Dollars ($500,0001,000,000) (it being understood and agreed that the Five Hundred Thousand “Deductible Amount”), at which time the Sellers shall indemnify the Buyer Indemnified Parties for the amount of all Losses in excess of the Deductible Amount; provided, that, amounts payable to a Buyer Indemnified Party in satisfaction of claims for indemnification pursuant to Sections 7.2(a)(v) or 7.2(a)(vi) shall be paid from the first dollar of Loss. Sellers shall not have any monetary Liability for Losses in excess of Ninety Million Dollars ($500,00090,000,000) is intended as a deductible(the “Indemnification Cap”), except that (i) Sellers’ maximum aggregate liability for amounts payable to Buyer Indemnified Parties in satisfaction of claims for indemnification for Losses arising from, based on or relating to any matters set forth in Section 7.2(a)(i), Section 7.2(a)(ii), Section 7.2(a)(iv) or Section 7.2(a)(vi) shall be limited (in the aggregate, among all such claims) to the Purchase Price actually paid by Buyer to Sellers in accordance with this Agreement (which, for clarity, shall include any amount disbursed to Sellers from the Escrow Account at the Closing, and which shall exclude any amount paid pursuant to Section 2.2(c)), and the Seller (ii) no limitation shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5Losses from, 3.6,based on or relating to any matters set forth in Section 7.2(a)(v). 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything Any amounts payable pursuant to the contrary in this Article VIIindemnification obligations hereunder shall be paid without duplication, and in no event shall the liability any party be indemnified under different provisions 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable this Agreement for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnificationsame Loss. However, Nothing in this Section 7.6(b7.2(b) will not apply shall limit Buyer’s right to claims seek equitable relief (including an injunction) to enforce Sellers’ obligations under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthis Agreement.

Limitations. (a) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Indemnifying Stockholders, on the one hand, and the Buyer, on the other hand, for Damages under this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities VI shall not exceed $9,600,000, and (ii) neither the Indemnifying Stockholders nor the Buyer shall be entitled to make a claim for indemnification liable under Section 7.2 hereof this Article VI unless and until the aggregate Damages suffered for which they or incurred by it would otherwise be liable exceed $100,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars (Indemnifying Stockholders and the Buyer shall become liable for the aggregate Damages, and not just amounts in excess of $500,000) (it being understood and agreed 100,000); provided that the Five Hundred Thousand Dollars limitation set forth in clause ($500,000ii) is intended above shall not apply to (A) 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, 2.3 or 2.9 (or the portion of the Company Certificate relating thereto) or to a breach of the covenant set forth in Sections 4.7 and 4.8 or (B) a claim pursuant to Section 6.2 relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3 (or the portion of the Buyer Certificate relating thereto) or to a breach of the covenant set forth in Section 4.7. Except as a deductible)set forth in the immediately preceding proviso, and the Seller an Indemnifying Stockholder shall not be liable obligated to compensate the Buyer for Damages that are in excess of the first Five Hundred Thousand Dollars value of the shares of Buyer Common Stock received by such Indemnifying Stockholder at the time such Damages were incurred. If Buyer's Damages exceed the value of the shares of Buyer Common Stock received by an Indemnifying Stockholder as aforesaid, then upon receipt of additional shares of Buyer Common stock pursuant to this Agreement such Indemnifying Stockholder shall be obligated to compensate the Buyer for such excess Damages until the Buyer has been compensated in full for all of such Damages or the aforementioned $9,600,000 cap is reached. The Indemnifying Stockholder may tender to the Buyer shares of Buyer's Common Stock held by the Indemnifying Stockholder in order to compensate the Buyer for Damages and the value of such shares as of the date of such tender ($500,000determined by multiplying the Average Price by the number of shares tendered) shall be credited against the amount of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationsuch Damages. (b) Notwithstanding anything Except with respect to claims based on fraud, after the contrary in Closing, the rights of the Indemnified Parties under this Article VII, in no event VI shall be the liability of Purchaser for Damages, whether pursuant to indemnification exclusive remedy of the Seller Indemnities pursuant Indemnified Parties with respect to Section 7.3 hereof third party claims resulting from or otherwiserelating to any misrepresentation, 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (c) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements.

Limitations. (a) In determining the amount of Losses for which: (i) PLIVA shall be entitled to indemnification from the Ergo Parties, there shall be excluded the first fifty thousand Dollars ($50,000) of the aggregate Losses incurred by PLIVA; and (ii) the Ergo Parties shall be entitled to indemnification from PLIVA, there shall be excluded the first fifty thousand Dollars ($50,000) of the aggregate Losses of the Ergo Parties; provided, that if the threshold amounts of Losses referred to in this Section 7.3(a) are met, the party or parties that have met such thresholds shall be entitled to indemnification for all Losses incurred. (b) If, at least seven (7) days prior to the Closing Date, any party shall have informed another party in writing of the untruth of any representation or warranty made by it in this Agreement and shall have corrected or restated in writing such representation or warranty, and such other party shall nevertheless have elected to close the transactions provided for in this Agreement, such other party shall not be entitled to indemnification based on the untruth of such representation or warranty in this Agreement, but shall be entitled to indemnification as provided in this Agreement based on the untruth of such corrected or restated representation or warranty. (c) Notwithstanding anything to the contrary in this Article VII, in no event shall herein: (i) the aggregate liability of the Seller for DamagesLosses under Sections 7.1(a), whether pursuant 7.1(b) and 7.1(f) and (to the extent it relates to Losses for which PLIVA is entitled to indemnification of under Sections 7.1(a), 7.1(b) and 7.1(f)) Section 7.1(i) shall not exceed the Purchaser Indemnities pursuant Purchase Price (but only to Section 7.2 hereof or otherwise, exceed in extent the Purchase Price is actually paid by PLIVA to Seller); and (ii) the aggregate more than fifteen percent (15%) liability of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim PLIVA for indemnification Losses under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for exceed the first Five Hundred Thousand Dollars Purchase Price ($500,000but only to extent the Purchase Price is actually paid by PLIVA to Seller). (d) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply Except with respect to claims based on intentional fraud, the parties’ rights to indemnification under Section 7.2(a) for this Article 7 shall be the exclusive remedy of the parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Seller in Article V warranty or Article VI, or failure to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of perform any covenant or obligation. (b) Notwithstanding anything to the contrary agreement contained 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationAgreement.

Limitations. (a) Notwithstanding anything Subject to the contrary in this Article VIIprovisions of Sections 9.8(b), (c) and (d), in no the event shall the liability of Seller any claim for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to indemnity under Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent 9.2: (15%i) of the Purchase Price; provided, the Purchaser Indemnities a Buyer Indemnified Party shall not be entitled to make a claim for indemnification under Section 7.2 hereof therefor unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Buyer Indemnified Parties have sustained Losses in excess of Nine Hundred Thousand Dollars ($500,000900,000) in the aggregate (it being understood and agreed that the Five "Basket"), --------- in which event the Indemnified Party shall be entitled to indemnification for the amount of all Losses suffered or incurred in excess of Four Hundred Fifty Thousand Dollars ($500,000450,000); (ii) is intended as a deductible), and the Seller Buyer Indemnified Parties shall not be entitled to indemnification to the extent Losses exceed twenty-five percent (25%) of the Cash Purchase Price (the "General -------- Indemnification Limit"); and ---------------------- (iii) with respect to those representations and warranties made severally by the Sellers under Article III or Article IV, each Seller shall be liable only for the first Five Hundred Thousand Dollars ($500,000) amount of Damages for which the Purchaser Indemnities are entitled Indemnified Losses attributable to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthat Seller's breach. (b) Notwithstanding anything the provisions of Section 9.8(a), the General Indemnification Limit shall not apply to claims for indemnification under this Article IX with respect to any of the following: (i) Sections 3.1 through 3.3, and Section 3.20, and Article IV and claims for indemnification Sections 9.2(a)(iv) in which case the Buyer Indemnified Parties shall be entitled to receive indemnification for all Indemnified Losses up to a maximum amount equal to the contrary Cash Purchase Price; or (ii) Section 3.7, Section 3.13 and claims for indemnification under Sections 9.2(a)(iii) in this Article VII, in no event which case the Buyer Indemnified Parties shall the liability of Purchaser be entitled to receive indemnification for Damages, whether pursuant all Indemnified Losses up to indemnification of the Seller Indemnities pursuant a maximum amount equal to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen fifty percent (1550%) of the Cash Purchase Price; provided, the . (c) No 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for Indemnified Losses or for any liability arising under or relating to this Agreement or for actions or failures to act in connection with this Agreement or the first Five Hundred Thousand Dollars transactions contemplated by this Agreement in excess of the amount of the Cash Purchase Price allocable to such Seller hereunder, except such limit shall not apply in the event of fraud or with respect to the Employment Agreements, the Leases or the Consulting Agreement. ($500,000d) Notwithstanding the above provisions of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply 9.8, the Escrow Fund and, by way of set off, the Contingent Payments are available for payment of all Indemnified Losses, regardless if such amounts exceed the liability of the Employee Sellers under this Agreement with respect to claims under such Indemnified Losses and regardless if mutuality of debtor and creditor or other formal requirements of set off exist. The foregoing remains subject to the priorities set forth in Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation9.3.

Limitations. The indemnification provided for in Sections 17.1 and 17.2 shall be subject to the following limitations: 17.3.1 The Seller Entities shall not be obligated to pay any indemnification amounts for Losses pursuant to Section 17.1 (aother than clause (b) or (c)) until the aggregate amount of all Losses pursuant thereto exceeds an amount equal to *** (the “Basket”), whereupon the Purchaser Parties shall be entitled to indemnification thereunder for all such Losses (back to the first dollar of the Basket). Notwithstanding anything to the contrary in this Article VIIcontained herein, in no event shall the liability of Seller Entities be obligated to pay any indemnification amounts for Damages, whether pursuant to indemnification of the Purchaser Indemnities Losses pursuant to Section 7.2 hereof or otherwise17.1 (other than clauses (b) and (c)) that exceed, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedaggregate, ***. 17.3.2 Neither the Purchaser Indemnities nor the Parent shall not be obligated to pay any indemnification amounts for Losses pursuant to Section 17.2 (other than clause (b) or (c) or with respect to monetary obligations under Section 3) until the aggregate amount of all Losses pursuant thereto exceeds an amount equal to *** (the “Basket”), whereupon the Seller Parties shall be entitled to make a claim indemnification thereunder for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars all such Losses ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for back to the first Five Hundred Thousand Dollars ($500,000) dollar of Damages for which the Purchaser Indemnities are entitled to indemnificationBasket). However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VIIcontained herein, in no event shall the liability of Purchaser or Parent be obligated to pay any indemnification amounts for Damages, whether pursuant to indemnification of the Seller Indemnities Losses pursuant to Section 7.3 hereof 17.2 (other than clauses (b) and (c) or otherwisewith respect to monetary obligations under Section 3)that exceed, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedaggregate, ***. 17.3.3 The Purchaser Parties may seek recovery against the Seller Indemnities shall not be entitled to make a claim Entities 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages any Loss for which the Seller Indemnities Entities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationjointly and severally liable hereunder.

Limitations. Any other provision hereof notwithstanding: (ai) Notwithstanding anything no indemnifying party shall be required to indemnify any Person unless and until the aggregate amount of loss, liability, obligation, damage or expense as to which indemnification would be required from all the Shareholders, collectively, under Section 8.1(a), or JAKKS Pacific, under Section 8.2(a), as the case may be, but for the provisions of this Section 8.4, exceeds US$50,000, and thereafter the indemnifying party shall be required, in the manner and to the contrary extent otherwise provided in this Article VIIArticle, to indemnify any Person and to pay all amounts otherwise required to be paid by the indemnifying party to the extent of the entire loss, liability, obligation, damage or expense suffered or incurred by such Person; the foregoing notwithstanding, JAKKS Pacific's Securities Claims, Shareholder Securities Claims, any Material Adverse Effect for indemnification based upon a breach of the representations and warranties made in no event the last four sentences of Sections 4.1 and 4.2 (including, without limitation, the shareholders of the Kidz Biz Companies as set forth on Schedule I), all of Section 4.3 and any Dragon Ball Z Claim shall not be subject to, or included in calculating, the liability of Seller for Damages, whether limitations contained in this clause 8.4(i); (ii) the aggregate amount required to be paid under Section 8.1(a) pursuant to this Article 8 for any Claims for indemnification under this Agreement (including, but not limited to Claims based upon a breach of the Purchaser Indemnities representations and warranties made in the last four sentences of Sections 4.1 and 4.2, all of Section 4.3, the Dragon Ball Z Claims, Financial Claims, and any of the other provisions of Section 4) by ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate shall not exceed US$6,000,000.00 with respect to all Claims for indemnification, and (ii) by ▇▇▇▇ ▇▇▇▇▇ in the aggregate shall not exceed US$6,000,000.00 with respect to all Claims for indemnification. (iii) the aggregate amount required to be paid under Section 8.2 pursuant to this Article 8 by JAKKS Pacific shall not exceed US$12,000,000.00 with respect to all Claims for indemnification; (iv) the amount to be paid by ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ on the one hand and ▇▇▇▇ ▇▇▇▇▇ on the other hand shall not exceed (i) US$250,000.00 in aggregate with respect to the Dragon Ball Z Claims, and (ii) US$250,000.00 in aggregate with respect to the Financial Claims; (v) the indemnification obligations provided herein shall terminate with respect to any Material Adverse Effect for indemnification arising under Section 8.1(a) or Section 8.2(a) that is not made prior to the second anniversary of the Closing Date, except that any Claim under the last four sentences of Section 4.1 and Section 4.2, or arising under Section 8.1(b) or Section 8.2(b), or for Securities Claims under the Registration Rights Agreement shall not be so limited under this Section and shall terminate in accordance with the statute of limitations of applicable Law, and the obligation to indemnify for the Holdback Claims shall terminate with respect to any Holdback Claim that is not made during the Holdback Period; (vi) if JAKKS Pacific is entitled to receive indemnification from any of the Shareholders pursuant to Section 7.2 hereof 8.1 or otherwisepursuant to the Registration Rights Agreement, JAKKS Pacific may, upon thirty (30) days prior written Notice to the Agent, offset and retain the amount thereof from any payment of the Earn-Out otherwise payable hereunder to that Shareholder; (vii) no indemnified party shall be entitled to any indemnification under this Article 8 (i) to the extent that it actually receives or is entitled to receive any amount in respect of any loss, liability, obligation, damage or expense from other sources, including without limitation insurance or third-party indemnity or (ii) to the extent the matter in question, taken together with all similar matters, does not exceed the amount of any reserves with respect to such matters which are reflected in the aggregate more than fifteen percent Financial Statements; (15%viii) of the Purchase Price; provided, the Purchaser Indemnities A Party shall not be entitled to make a claim recover under this Article 8: (1) with respect to consequential damages, including damages for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered lost profits, or incurred with respect to punitive, exemplary or special damages; (2) with respect to any failure of warranty or covenant by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars other Party which is contained herein if at or before the time of Closing, the Party seeking recovery had actual knowledge of the failure of warranty or covenant; ($500,000ix) the amount of any recovery pursuant to this Article 8 shall be net of any foreign (it being understood and agreed that non-U.S.), U.S. federal, U.S. state and/or local Tax benefits inuring to the Five Hundred Thousand Dollars ($500,000) is intended indemnified party as a deductible), and result of the Seller state of facts which entitled the indemnified party to recover from the indemnifying party pursuant to Article 8; (x) no Shareholder shall not be liable for indemnification to JAKKS Pacific with respect to any Material Adverse Effect of JAKKS Pacific which is indemnifiable hereunder in an amount which exceeds such Shareholder's pro-rata portion of the first Five Hundred Thousand Dollars aggregate amount of such Claim ($500,000) such pro rata portion being computed on the basis 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 ratio of any obligation the total number of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach Shares owned by Seller of any covenant or obligation. (b) Notwithstanding anything such Shareholder immediately prior to the contrary in this Article VII, in no event Closing to the total number of Shares outstanding (except that all such computations with respect to ▇▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be made as to the liability number of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed Shares owned by them 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleaggregate), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Seller the Stockholders for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Damages under Section 7.2 hereof or otherwise, 7.1(a) shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase PricePrice (“Cap”); provided, (ii) the Purchaser Indemnities Stockholders shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 7.1(a) unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not for which they would otherwise be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, thereunder exceed in the aggregate more than fifteen one percent (151%) of the Purchase PricePrice (at which point the Stockholders shall become liable for the aggregate Damages under Section 7.1(a) in excess of 1% of the Purchase Price (“Floor”); provided, that the Seller Indemnities limitations set forth in this sentence shall not apply to (A) claims based on fraud and claims for equitable relief or (B) a claim pursuant to Section 7.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, 3.1, 3.2, 3.3, 3.9, 3.16 or 3.21. For purposes solely of this Article VII, all representations and warranties of the Stockholders and Rotmans in Article II and Article III (other than Sections 3.7, 3.15(a)(x) and 3.31) shall be construed as if the term “material” and any reference to “Rotmans Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. Subject to the Cap and Floor provisions above, the aggregate liability of the Stockholders for Damages hereunder cannot exceed the Purchase Price (b) For purposes solely of this Article VII, all representations and warranties of Buyer in Article IV shall be construed as if the term “material” were omitted from such representations and warranties. (c) Buyer shall have a right to set off any Damages against any outstanding promissory note held by either Stockholder (“Set-Off”). The Set-Off is intended to secure the indemnification obligations of the Stockholders under this Agreement. However, the rights of Buyer under this Article VII shall not be entitled limited to make a claim the Set-Off nor shall the Set-Off be the exclusive means 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 Buyer to enforce such rights. ($500,000d) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply Except with respect to claims based on fraud and claims for equitable relief, after the Closing, the rights of the Indemnified Parties under Section 7.3(a) for this Article VII, Article VIII shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of any obligation of Purchaser in Article V warranty or Article VI, or failure to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (e) Neither Stockholder shall have any right of contribution against Rotmans with respect to any breach by Rotmans of any of its representations, warranties, covenants or agreements contained in this Agreement or any other agreement contemplated hereby.

Limitations. (a) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Indemnifying Stockholders for Damages under this Article VII, in no event VI shall not exceed the liability of Seller for Damages, whether pursuant to indemnification amount of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwiseEscrow Shares, exceed in and (ii) the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Buyer shall not be entitled to make a claim be indemnified for indemnification any Damages under Section 7.2 hereof this Article VI unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of all Damages for which the Purchaser Indemnities are Buyer would, but for this clause (ii), be entitled to indemnification. Howeverindemnification exceeds $250,000, at which point the Buyer shall be entitled to be indemnified for its aggregate Damages, and not just those in excess of $250,000, and (iii) each Indemnifying Stockholder shall only be liable for his, her or its pro rata share (determined in accordance with the Escrow Agreement) of the Damages for which the Indemnifying Stockholders are liable under this Section 7.6 will Article VI; provided that the limitations set forth in this sentence shall not apply to claims a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.2 or 2.3 and provided further that clause (ii) above shall not apply to a claim under Section 7.2(a6.1(c), (e) for breach or (f). For purposes solely of any obligation of Seller in Article V or this Article VI, or all representations and warranties of the Company in Article II (other than Section 2.7) shall be construed as if the term “material” and any reference to claims under Section 7.2(b“Company Material Adverse Effect” (and variations thereof) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationwere omitted from such representations and warranties. (b) Notwithstanding anything to the contrary in herein, (i) the aggregate liability of the Buyer for Damages under this Article VIIVI shall not exceed $6,000,000, in no event shall and (ii) 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 Indemnifying Stockholders shall not be entitled to make a claim be indemnified for indemnification any Damages under Section 7.3 hereof this Article VI 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of all Damages for which the Seller Indemnities are Indemnifying Stockholders would, but for this clause (ii), be entitled to indemnification. Howeverindemnification exceeds $250,000, at which point the Indemnifying Stockholders shall be entitled to be indemnified for their aggregate Damages, and not just those in excess of $250,000; provided that the limitation set forth in this Section 7.6(b) will sentence shall not apply to claims under a claim pursuant to Section 7.3(a6.2(a) for relating to a breach of any obligation the representations and warranties set forth in Sections 3.2 or 3.3. For purposes solely of Purchaser in Article V or this Article VI, or all representations and warranties of the Buyer and the Transitory Subsidiary in Article III (other than Sections 3.5 and 3.6) shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (c) The Escrow Agreement shall be the sole and exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI. (d) Except with respect to claims based on fraud or intentional misrepresentation, after the Closing, the rights of the Indemnified Parties under Section 7.3(c) this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or Section 7.3(g) relating to any misrepresentation, breach of warranty or failure to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement. (e) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (f) Any Damages relating to a claim pursuant to Section 6.1 shall be reduced by the amount of any insurance proceeds received by the Buyer or Surviving Corporation under a policy or policies maintained by the Company prior to the Closing with respect to such claim. Buyer shall use commercially reasonable efforts to collect any such proceeds; provided, however, that it shall not be required to commence any legal proceedings in connection with such efforts.

Limitations. Notwithstanding anything in this Agreement to the contrary: (a) Notwithstanding anything other than with regard to indemnification obligations with respect to: (i) any breaches of the Fundamental Representations; (ii) any breaches of the Statutory Representations; (iii) any liabilities of and any Actions that Buyer Indemnified Persons may have which arise from or are related to any fraud or any intentional misrepresentation on the part of Seller or a Company prior to the contrary Closing; (iv) any liabilities for Taxes of a Company, not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities: (y) disclosed in this Article VIIAgreement or any Seller Disclosure Schedule or Company Disclosure Schedule; or (z) accruing or incurred subsequent to the Balance Sheet Date but prior to the Closing in the ordinary course of business, and included in the calculations set out in Section 2.04; or (v) any liability arising out of the Pre-Closing Reorganization other than any Non-Indemnified Taxes (collectively, the “Excluded Items”), Seller shall have no indemnification obligation under Section 7.01(a)(i) until the aggregate amount of all indemnification claims thereunder exceeds Twenty-Five Thousand Canadian Dollars ($25,000 CAD) (the “Deductible”), in which case Seller shall be responsible for the amount of such Losses in excess of the Deductible; (b) subject to Section 7.06 (c), (d) and (e) Seller shall have a separate maximum indemnification obligation under Section 7.01(a)(i), including indemnification obligations satisfied by Buyer’s right to setoff pursuant to Section 7.05, equal to Seven Hundred and Fifty Thousand Canadian Dollars ($750,000 CAD); (c) with respect to the Statutory Representations, Seller shall have a separate maximum indemnification obligation under Section 7.01(a)(i), including indemnification obligations satisfied by Buyer’s right to setoff pursuant to Section 7.05, equal to One Million and Five Hundred Thousand Canadian Dollars ($1,500,000); (d) with respect to the Fundamental Representations, Seller shall have a separate maximum indemnification obligation under Section 7.01(a)(i), including indemnification obligations satisfied by Buyer’s right to setoff pursuant to Section 7.05, equal to the Purchase Price; (e) Seller acknowledges and agrees that the amounts available to satisfy the indemnification obligations specified in each of Section 7.06(b), Section 7.06(c) and Section 7.06(d), are each separate and apart from the other amounts available and no recovery by Buyer under any one category will result in the diminution of the amount available for recovery in any other category; provided, that, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in will the aggregate more than fifteen percent (15%recovery by Buyer under Section 7.06(b), Section 7.06(c) of and Section 7.06(d) exceed the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ​ ($500,000f) (Seller agrees that it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) seek and is not entitled to, on any theory or basis, contribution from or indemnification by, a Company for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationIndemnification Matter. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) No Purchaser Indemnified Party shall be entitled to indemnification pursuant to Section 8.02(a)(i) or Section 8.02(b)(i) until the total of all Losses claimed by the Purchaser Indemnified Parties with respect thereto exceeds $300,000 in the aggregate (the “Claim Basket”), at which point, subject to Section 8.04(b), Sellers shall indemnify the Purchaser Indemnified Party from and against all Losses from the first dollar, provided, however, that the Claim Basket shall not apply to (i) any Loss resulting from the breach of any Fundamental Representations, (ii) any Loss resulting from fraud on the part of Company or a Seller, or (iii) for purposes of clarification, the obligations of Sellers under Sections 8.02(a)(ii), 8.02(b)(ii), 8.02(b)(iii) or 8.02(b)(iv). (b) The maximum amount of Losses for which the Purchaser Indemnified Parties will be entitled to indemnification under Section 8.02(a)(i), or Section 8.02(b)(i), will be equal to, in the aggregate, $7,000,000 (the “Cap”); provided that, the Cap shall equal the Purchase Price for any Loss resulting from a breach of any Fundamental Representations and the Cap shall not apply to (i) any Loss resulting from fraud on the part of Company or a Seller or (ii) for purposes of clarification, the obligations of Sellers under Sections 8.02(a)(ii), 8.02(b)(ii), 8.02(b)(iii) or 8.02(b)(iv). Claims for Losses for which the Purchaser Indemnified Parties will be entitled to indemnification under Section 8.02(a)(i) or Section 8.02(b)(i) shall be recovered first from the balance of the Escrow Account at the time such a Claim is made. The maximum amount of Losses for which the Seller Indemnified Parties will be entitled to indemnification under Section 8.02(c) will be the Purchase Price. (c) Notwithstanding anything to the contrary in this Agreement, no Seller shall be obligated to indemnify for any indemnifiable Loss with respect to (i) a representation or warranty made by the other Seller under Article VII, in no event shall III; or (ii) a covenant or other agreement to be performed on the liability of Seller for Damages, whether pursuant to indemnification part of the Purchaser Indemnities other Seller under this Agreement or in any certificate delivered pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationhereto. (bd) Notwithstanding anything to the contrary in this Article VIINOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, in no event shall the liability of Purchaser for DamagesNONE OF PURCHASER, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwiseANY SELLER OR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY (i) PUNITIVE OR EXEMPLARY DAMAGES OR (ii) LOST PROFITS OR CONSEQUENTIAL, exceed in the aggregate more than fifteen percent SPECIAL OR INDIRECT, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (15%i) 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 AND ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleii), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationTO THE EXTENT ANY SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Limitations. (a) Notwithstanding anything to the contrary in any other provision of this Article VIIIX, in no event but subject to Section 9.4(c) and Section 9.5, (i) the Seller shall not have any obligation to indemnify any Buyer Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities same or substantially similar facts or circumstances) pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.2(a) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered amount of all Losses incurred or incurred sustained by all Buyer Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the Purchaser Indemnitees exceed Five Hundred Thousand Dollars same or substantially similar facts or circumstances) with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) exceeds $25,000 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Mini-Basket”), whereupon the Seller shall be liable for all such Losses relating to such individual claim (including those incurred in reaching the Mini-Basket, but subject to the following clauses (ii), (iii) and (iv) below), (ii) the Seller shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 9.2(a) unless and until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) (disregarding, for clarity, any Losses incurred or sustained by the Buyer Indemnified Parties arising from or related to any individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) that do not exceed the Mini-Basket) exceeds $1,200,000 (the “Threshold Amount”), whereupon the Seller shall be liable for all such Losses in excess of the first Five Hundred Thousand Dollars Threshold Amount ($500,000subject to the following clauses (iii) and (iv)), (iii) the aggregate liability of Damages the Seller to indemnify the Buyer Indemnified Parties for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims Losses under Section 7.2(a9.2(a) shall in no event exceed $11,250,000 (the “Cap”) and (iv) the aggregate liability of the Seller to indemnify the Buyer Indemnified Parties for breach of any obligation of Seller in Article V or Article VI, or to claims Losses under Section 7.2(b) or Section 7.2(c), or to matters arising 9.2 shall in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach no event exceed the aggregate consideration actually received by Seller of any covenant or obligationthe Seller. (b) Notwithstanding anything to the contrary in any other provision of this Article VIIIX, in no event but subject to Section 9.4(c) and Section 9.5, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities same or substantially similar facts or circumstances) pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.3(a) 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 amount of all individual Losses incurred or incurred sustained by all Seller Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Seller Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties would otherwise be entitled to indemnification under Section 9.3(a) exceeds the Mini-Basket, whereupon the Buyer shall be liable for all such Losses ($500,000including those incurred in reaching the Threshold Amount, but subject to the following clauses (ii) and (it being understood iii)), (ii) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 9.3(a) unless and agreed that until the Five Hundred Thousand Dollars aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties would otherwise be entitled to indemnification under Section 9.3(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for all such Losses in excess of the Threshold Amount ($500,000) is intended as a deductiblesubject to the following clause (iii)), and Purchaser shall not be liable for (iii) the first Five Hundred Thousand Dollars ($500,000) aggregate liability of Damages for which the Buyer to indemnify the Seller Indemnities are entitled Indemnified Parties for Losses under Section 9.3 shall in no event exceed an amount equal to indemnification. Howeverthe Cap. (c) For the avoidance of doubt, this Section 7.6(b) will the Mini-Basket, Threshold Amount and Cap shall not apply to claims under Section 7.3(a) for breach any Losses resulting from breaches of any obligation of Purchaser in Article V covenants or Article VI, Fundamental Representations or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationfraud.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, the Sellers shall be obligated to indemnify Purchaser and its Affiliates pursuant to: (i) Section 10.2(a)(i) with respect to any breach of, or inaccuracy in, any or all of the representations or warranties which are the subject of such section, and the Purchaser shall be entitled to the payment of the amount of Losses incurred by the Purchaser Affected Parties in connection with the breach of, or inaccuracy in, such representations or warranties to the extent that the aggregate amount of all of their liability under such indemnity obligations pursuant to Section 10.2(a)(i) with respect to all such claims thereunder exceeds $2,000,000 (the “Basket Threshold”), and in such event, the Purchaser Affected Parties shall seek recovery from the Sellers for an amount equal to the amount of such Losses above $1,000,000 and such Losses shall be recoverable (A) first, from the General Escrow Account until the earlier of (1) full release in accordance with the terms of the Escrow Agreement and (2) its complete depletion (which shall be deemed to have occurred when the General Escrow Account is then subject to unresolved claims in excess of its then-current amount); then (B) second, by exercising the Purchaser’s right of set off, in accordance with Section 10.6, then (C) third, and solely to the extent that, at the point of such determination, all amounts that have been earned and are payable, but have not yet been paid, to the Sellers by the Purchaser following the Closing pursuant to this Agreement have been fully set off against and reduced to zero, to the extent this Agreement provides for such set-off, pursuant to Section 10.6, directly from the Sellers, on a several and not joint basis; provided, that in no event shall the liability any Seller be obligated to pay in excess of Seller for Damages, whether pursuant to indemnification such Seller’s Percentage of the Purchaser Indemnities pursuant General Representation Indemnity Cap with respect to such claims; provided further, that, for the avoidance of doubt, this Section 7.2 hereof or otherwise10.3(a)(i) shall not apply in any respect to the repayment obligations of the Sellers with respect to the Fundamental Representations, exceed which are discussed in Section 10.3(a)(ii) below, and the limitations set forth herein shall not apply with respect to Fraud with respect to any such representations and warranties; (ii) Sections 10.2(a)(ii) through (ix) with respect to the matters addressed in the aggregate more than fifteen percent (15%) applicable section, and the Purchaser shall be entitled to the payment of an amount equal to the amount of Losses incurred by the Purchaser Affected Parties in connection with any of the claims under any of such sections; provided, that in no event shall any Seller be obligated to pay in excess of the Purchase PricePrice received by such Seller (each Seller’s “Fundamental Indemnity Cap”) with respect to such claims; provided further, that, with respect to this Section 10.3(a)(ii), the Purchaser Affected Parties shall seek recovery for repayment (A) first, from the General Escrow Account and/or, at the option of the Purchaser, from the Special Escrow Account) until the earlier of (1) the full release of the General Escrow Account in accordance with the terms of the Escrow Agreement, and (2) the complete depletion of the General Escrow Account (which shall be deemed to have occurred when the General Escrow Account is then subject to unresolved claims in excess of its then-current amount), then, (B) second, by exercising the Purchaser’s right of set off in accordance with Section 10.6, then, (C) third, directly from the Sellers, on a several and not joint basis and/or, at the option of the Purchaser, from the Special Escrow Account), but in each case subject to each Seller’s Fundamental Indemnity Cap; and (iii) Section 10.2(a)(x) with respect to claims made pursuant to such section; provided, that the Purchaser Indemnities Affected Parties’ sole source of recovery with respect to such claims shall be the Special Escrow Account. For the avoidance of doubt, the Purchaser Affected Parties shall not be entitled to make a claim indemnification for indemnification under Section 7.2 hereof unless and until any amount in excess of the aggregate Damages suffered Special Escrow Amount with respect to any Losses resulting or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to arising from claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether made 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 Pricesuch section; 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.and

Limitations. (a) Notwithstanding anything to the contrary The indemnification provided for in this Article VII11 is subject to the following limitations: 11.5.1 Neither Seller nor Purchaser shall be obligated to pay any amounts for indemnification under this Article 11, except in respect of those claims based upon, arising out of or otherwise in respect of Organization, Good Standing, Power, Authorization of Agreement and Enforceability, Effect of Agreement, Title to Personal Property and under the General Bill ▇▇ Sale, or for fraud, as applicable to the appropriate party, hereof (collectively, the "Basket Exclusions"), until the aggregate amount for which indemnification has been claimed by Seller or Purchaser, as the case may be, exclusive of the Basket Exclusions, equals $250,000 (the "Basket Amount"), whereupon the Seller or Purchaser, as applicable, shall be obligated to pay in full all amounts in excess of such Basket Amount due pursuant to this Article 11, provided however, that in no event shall Seller or Purchaser be required to pay or be liable under this Article 11 for any losses, except as indicated in Section 11.5.2 below, if, and to the liability extent that, as a result thereof the aggregate of all such indemnification payments, as the case may be, with respect to losses shall have exceeded an amount equal to the total amount of Consideration paid by Purchaser under this Agreement. 11.5.2 The Seller for Damagesor Purchaser, as applicable, shall be obligated to pay the Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether pursuant to the aggregate of all other indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwisepayments shall have exceeded, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedaggregate, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationBasket Amount. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything With respect to any claim for indemnification by a Buyer Indemnitee, each Seller shall be severally liable only for the portion of such claim equal to the contrary in this Article VIItotal amount of such claim multiplied by a fraction, in no event the numerator of which shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) be that portion of the Purchase Price paid to such Seller in accordance with Section 2.4 and the denominator of which shall be the Purchase Price; provided; (b) Except with respect to Indemnifiable Losses resulting from or arising out of breaches of representations or warranties for Sections 3.2, 3.3(a)(i), 3.4, 3.5, 3.6, 3.7, 4.2, 4.3(a)(i), 4.4 and 4.8, the Purchaser Indemnities indemnification obligations of Buyer or Sellers in Section 7.2(a) or Section 7.2(b), respectively, shall not be entitled subject to make a claim the following limitations: (i) No indemnification for indemnification under Section 7.2 hereof any Indemnifiable Losses asserted against Sellers shall be required unless and until the cumulative aggregate Damages suffered or incurred by amount of such Indemnifiable Losses exceeds $[***] (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for at which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification point each of the Seller Indemnities pursuant Sellers shall be obligated to indemnify the Buyer Indemnitees such Seller’s pro rata portion (calculated in accordance with Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%7.3(a)) of the Purchase Price; providedamount of such Indemnifiable Losses in excess of the Deductible, provided however, that (A) the Seller Indemnities recovery by all Buyer Indemnitees, in aggregate, under this Article VII shall be limited to an aggregate amount equal to $[***] (the “Cap Amount”) and (B) each Seller’s aggregate liability to all Buyer Indemnitees, in aggregate, shall not exceed such Seller’s pro rata portion (based upon the relative number of units set forth opposite the name of each Seller under the column “Total Units” on Schedule I) of the Cap Amount; and (ii) no indemnification for any Indemnifiable Losses asserted against Buyer shall be entitled to make a claim for indemnification under Section 7.3 hereof required unless and until the cumulative aggregate Damages suffered or incurred by amount of such Indemnifiable Losses exceeds the Deductible, at which point Buyer shall be obligated to indemnify the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed the amount of such Indemnifiable Losses in excess of the Deductible, provided however, that the Five Hundred Thousand Dollars Seller Indemnitees’ recovery under this Article VII shall be limited to an aggregate amount equal to the Cap Amount; and ($500,000c) For purposes of clarity, Indemnifiable Losses shall be limited solely to the extent that the party seeking indemnification is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationactually damaged thereby.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities The Buyer Indemnified Parties shall not be entitled permitted to make a enforce any claim for indemnification under Section 7.2 hereof unless and pursuant to this Agreement until the aggregate Damages suffered or incurred of all Buyer Indemnified Parties' claims for indemnification exceed the amount of $15,000 (the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Buyer Indemnified Parties, the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)total amount of the claims, and including the Seller shall not Buyer Threshold Amount, may be liable for pursued or recovered against the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationSellers. (b) Notwithstanding anything The Seller Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement until the contrary aggregate of all Seller Indemnified Parties' claims for indemnification pursuant to such sections exceed the amount of $15,000 (the "Seller Threshold Amount"). Once claims in excess of the Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of the claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided, however, that the maximum liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Article VII, Agreement shall 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 Twenty Five Hundred Thousand Dollars ($500,00025,000). Nothing in this Section 6.2(b) shall limit the Seller Indemnified Parties' claims for indemnification pursuant to Section 6.1(b)(iii). (it being understood and agreed that c) Claims for indemnification made under this Agreement may be made during the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for period from the Closing Date until the first Five Hundred Thousand Dollars anniversary of the Closing Date; provided, however, that claims pursuant to Section 6.1(b)(iii) may be made at any time after the Closing Date. ($500,000d) The provisions of Damages for which this Article Six shall be the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach exclusive rights and remedies of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthe Buyer and Seller.

Limitations. The rights to recover Damages under Sections 9.02 and 9.03 shall be subject to the following: (a) Notwithstanding anything Each party acknowledges and agrees that the obligation of the other to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether indemnify pursuant to indemnification of Sections 9.02(a) and 9.02(b) or 9.03(a) and 9.03(b), as the Purchaser Indemnities pursuant case may be, shall be limited to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed One Million Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible1,500,000), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant No party will be entitled to indemnification of from the Seller Indemnities other pursuant to Section 7.3 hereof 9.02 or otherwise9.03, exceed in as the aggregate more than fifteen percent case may be, until such time as the total amount of all Damages (15%) including the Damages arising from such breach and all other Damage arising from any other breaches of the Purchase Price; providedany representations or warranties), the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless exceeds One Hundred and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Twenty-Five Hundred Thousand Dollars ($500,000125,000) in the aggregate (it being understood the “Basket”) and agreed then only for the amount by which such Damages exceed the Basket. (c) Notwithstanding anything in this Agreement to the contrary, no liability, obligation, contract or other fact or circumstance will constitute a breach of any representation or warranty of Seller or entitle Buyer to indemnification hereunder: (i) if the liability, obligation, contract or other fact or circumstance is disclosed in the disclosure Schedules; or (ii) to the extent that the Five Hundred Thousand Dollars liability, obligation, contract or other fact or circumstance was provided for, or specifically referred to, in the Financial Statements. ($500,000d) is intended as a deductible), In the absence of fraud and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims remedies under Section 7.3(a) 7.02, the indemnification provisions set forth in this Article IX will provide the exclusive remedy for Buyer for breach of any obligation covenant, agreement, representation or warranty of Purchaser Seller set forth in Article V this Agreement or Article VIany other agreement ancillary hereto executed pursuant to this Agreement. (e) Any remedy of any Buyer Entities or Seller Entities hereunder shall be determined without regard to whether or not the transactions provided for in this Agreement prove generally to be favorable to a Party and without regard to whether or not the facts and circumstances covered by any representation, warranty or covenant prove to claims be more favorable to a Party than so represented, warranted or covenanted. (f) No Buyer Entity or Seller Entity shall be entitled to recover Damages under Section 7.3(cSections 9.02(a) or 9.03(a), as the case may be, unless it shall make its claim therefor on or prior to the date on which the relevant representation or warranty shall expire pursuant to Section 7.3(g) 9.01 and if, prior to the expiration of the representation or to matters arising warranty, a claim is made then the Buyer Entity or Seller Entity making such claim shall not be precluded from pursuing such claim or otherwise in any way prejudiced in respect of Section 4.4 such claim by reason of the expiration of such representation or 4.6, or any intentional breach by Purchaser of any covenant or obligationwarranty.

Limitations. (a) Notwithstanding anything to the contrary in any other provision of this Article VIIIX, in no event but subject to Section 9.4(c) and Section 9.5, (i) the Seller shall not have any obligation to indemnify any Buyer Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities same or substantially similar facts or circumstances) pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.2(a) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered amount of all Losses incurred or incurred sustained by all of the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Buyer Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) exceeds $500,000) 25,000 (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Mini-Basket”), whereupon the Seller shall be liable for all such Losses relating to such individual claim (including those incurred in reaching the Mini-Basket, but subject to the following clauses (ii), (iii) and (iv) below), (ii) the Seller shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 9.2(a) unless and until the aggregate amount of all Losses incurred or sustained by all of the Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) (disregarding, for clarity, any Losses incurred or sustained by the Buyer Indemnified Parties arising from or related to any individual claim or series of one or more claims arising from the same or substantially similar facts or circumstances that do not exceed the Mini-Basket) exceeds $300,000 (the “Threshold Amount”), whereupon the Seller shall be liable for all such Losses in excess of the first Five Hundred Thousand Dollars Threshold Amount ($500,000subject to the following clauses (iii) and (iv)), (iii) the aggregate liability of Damages the Seller to indemnify the Buyer Indemnified Parties for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims Losses under Section 7.2(a9.2(a) shall in no event exceed $4,500,000 (the “Cap”) and (iv) the aggregate liability of the Seller to indemnify the Buyer Indemnified Parties for breach of any obligation of Seller in Article V or Article VI, or to claims Losses under Section 7.2(b9.2(b) or Section 7.2(c), or to matters arising shall in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationno event exceed $30,000,000. (b) Notwithstanding anything to the contrary in any other provision of this Article VIIIX, in no event but subject to Section 9.4(c) and Section 9.5, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities same or substantially similar facts or circumstances) pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%9.3(a) 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 amount of all individual Losses incurred or incurred sustained by all Seller Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Seller Indemnitees exceed Five Hundred Thousand Dollars Indemnified Parties would otherwise be entitled to indemnification under Section 9.3(a) exceeds the Mini-Basket, whereupon the Buyer shall be liable for all such Losses ($500,000including those incurred in reaching the Threshold Amount, but subject to the following clauses (ii) and (it being understood iii)), (ii) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 9.3(a) unless and agreed that until the Five Hundred Thousand Dollars aggregate amount of all Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties would otherwise be entitled to indemnification under Section 9.3(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for all such Losses in excess of the Threshold Amount ($500,000) is intended as a deductiblesubject to the following clause (iii)), and Purchaser shall not be liable for (iii) the first Five Hundred Thousand Dollars ($500,000) aggregate liability of Damages for which the Buyer to indemnify the Seller Indemnities are entitled Indemnified Parties for Losses under Section 9.3(b) shall in no event exceed an amount equal to indemnification. Howeverthe Cap. (c) For the avoidance of doubt, this Section 7.6(b) will the Mini-Basket, the Threshold Amount and Cap shall not apply to claims under Section 7.3(a) for breach any Losses resulting from breaches of any obligation of Purchaser in Article V covenants or Article VI, Fundamental Representations or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationfraud.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event the following limitations shall the liability of Seller for Damages, whether pursuant apply to indemnification claims under this Agreement: (a) With respect to Losses caused by, arising out of, resulting from or attributable to the matters described in Sections 8.02(a) and 8.03(a), an Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02 until the aggregate amount of Losses that such Indemnified Party (collectively among them) would recover under Section 8.02(a) or 8.03(a), but for this Section 8.05(a), exceeds, on a cumulative basis, 0.5% of the Purchaser Indemnities pursuant Purchase Price (the “Basket”) and then the Indemnified Party shall be entitled to Section 7.2 hereof indemnification from the Indemnifying Party for the full amount of all such Losses, including the amount of the Basket; provided, however, for the avoidance of doubt, the foregoing Basket shall not apply to Losses caused by, arising out of, resulting from or otherwiseattributable to breaches of Fundamental Representations or to Losses caused by, exceed arising out of, resulting from or attributable to the matters described in Sections 8.02(b), 8.02(c), 8.02(d), or 8.03(b). (b) With respect to Losses caused by, arising out of, resulting from or attributable to the matters described in Sections 8.02(a) and 8.03(a), the aggregate more than fifteen percent amount of all Losses for which an Indemnifying Party shall be liable to the Indemnified Party (15%collectively) for indemnification under Section 8.02(a) or 8.03(a) shall not exceed 10% of the Purchase Price; provided, however, the Purchaser Indemnities foregoing shall not apply to Losses caused by, arising out of, resulting from or attributable to breaches of Fundamental Representations or to Losses caused by, arising out of, resulting from or attributable to the matters described in Sections 8.02(b), 8.02(c), 8.02(d), or 8.03(b), with respect to which liability to an Indemnified Party for indemnification shall not exceed the Purchase Price. (c) An Indemnifying Party’s obligation to indemnify, defend, protect and hold harmless the Indemnified Party for Losses under Section 8.02 or 8.03 shall be limited to the Indemnified Party’s Losses. In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or damages based on any type of multiple; provided that all damages payable to a third party by an Indemnified Party shall constitute direct Losses notwithstanding the characterization of such damages vis-à-vis the third party and shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless excluded notwithstanding the foregoing provisions of this section. 38 (d) Any calculation of Losses hereunder shall be net of any insurance proceeds or third-party payments realized by any Indemnified Party. Each of the Parent and until the aggregate Damages suffered or incurred by Purchaser shall use commercially reasonable efforts to, and shall cause the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (or Parent Indemnitees, as applicable, to use commercially reasonable efforts to, seek full recovery under all insurance policies and third-party payments covering any Loss to the same extent as it being understood and agreed would if such Loss were not subject to indemnification hereunder. In the event that the Five Hundred Thousand Dollars ($500,000) an insurance recovery is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages made by any Indemnified Party with respect to any Loss for which any such Indemnified Party has been indemnified hereunder, then a refund equal to the Purchaser Indemnities are entitled aggregate amount of the recovery, less collection costs and only to indemnification. Howeverthe extent of indemnification actually received, this Section 7.6 will not apply shall be made promptly to claims under Section 7.2(a) for breach of any obligation of Seller in Article V the Parent or Article VIthe Purchaser, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationas applicable. (be) Notwithstanding anything to the contrary in this Article VII, in no event No Indemnified Party 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 recover any Losses relating to any matter arising under a claim for indemnification under Section 7.3 hereof unless and until provision of this Agreement to the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed extent that the Five Hundred Thousand Dollars Indemnified Party has already recovered the full amount of such Losses with respect to such matter pursuant to another provision of this Agreement. ($500,000f) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are Each Person entitled to indemnification. However, this Section 7.6(b) will not apply indemnification hereunder shall use commercially reasonable efforts to claims under Section 7.3(a) for breach mitigate Losses after becoming aware of any obligation of Purchaser event which would reasonably be expected to give rise to Losses that are indemnifiable or recoverable hereunder or in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationconnection herewith.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (i) no claim shall be valid and assertable under Section 7.1(a) or Section 7.2(a) unless the aggregate amount of Damages incurred by the Indemnified Party under Section 0 or Section 7.2(a), as applicable, exceeds Three Hundred Thousand Dollars ($300,000), in which case the Indemnified Party will have the right to indemnification for all Damages incurred in excess of Three Hundred Thousand Dollars ($300,000); (ii) notwithstanding anything to the contrary contained in this Article VII, the Owner and the Seller shall not have any obligation to indemnify the Buyer Indemnitees under Section 7.1(a) and with respect to Items 1 and 5 of Schedule 7.1(d) in no event shall the liability an amount in excess of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen fifty percent (1550%) of the Purchase Price; providedPrice in the aggregate; (iii) notwithstanding anything to the contrary contained in this Article VII, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), Owner and the Seller shall not be liable for have any obligation to indemnify the first Five Hundred Thousand Dollars Buyer Indemnitees with respect to Item 2 on Schedule 7.1(d) in excess of the amount set forth in Item 2 of Schedule 7.1(d); ($500,000iv) of Damages for notwithstanding anything to the contrary contained in this Article VII, the Owner and the Seller shall not have any obligation to indemnify the Buyer Indemnitees under Section 7.1(a) with respect to any matter with respect to which the Purchaser Indemnities they are also entitled to indemnification. Howeverindemnification under Section 7.1(d); and (v) notwithstanding anything to the contrary contained in this Article VII, this Section 7.6 will the Buyer shall not apply to claims have any obligation under Section 7.2(a) for breach to indemnify the Seller Indemnitees in an amount in excess of any obligation fifty percent (50%) of Seller the Purchase Price in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthe aggregate. (b) Notwithstanding anything to the contrary contained in this Article VII, no limitation or condition of liability provided in no event Section 7.5(a) shall the liability apply to a breach of Purchaser for DamagesSections 3.1, whether pursuant to 3.2, 3.14, 3.16, 4.1, 4.2 or 4.5 hereof. (c) The indemnification rights of the Seller Indemnities pursuant to Section 7.3 hereof Parties under this Article VII are the sole and exclusive remedies for any breach of representation or otherwise, exceed warranty made by any Party in the aggregate more than fifteen percent (15%) of the Purchase Pricethis Agreement; 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 the Five Hundred Thousand Dollars foregoing ($500,000) is intended as a deductible), and Purchaser shall including but not be liable for limited to the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.limitations set forth in

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIcontained herein except Section 6.5(c), in no event shall Purchaser will not assert a claim against PRGUSA or Parent under Section 6.1(a) with respect to an individual matter or series of reasonably related matters until the liability total of Seller for Damages, whether pursuant all Damages under Section 6.1(a) with respect to indemnification such individual matter or series of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed reasonably related matters exceeds in the aggregate more than fifteen percent $20,000 (15%the "Mini-Basket Amount"), at which time, (i) all Damages under Section 6.1(a) for such individual matter or series of reasonably related matters may be claimed in full (without regard to the Purchase Price; providedMini-Basket Amount) and, if indemnifiable under this Article 6, shall be indemnified in full and shall count towards, or be included in, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationBase Amount. (b) Notwithstanding anything to the contrary contained herein except Section 6.5(c), (i) Purchaser Indemnitees will not assert a claim against PRGUSA or Parent under Section 6.1(a) until the total of all Damages under Section 6.1(a) exceeds in the aggregate $191,000 (the "Base Amount"), at which time, all Damages under Section 6.1(a) in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article VII6, shall be indemnified in full and (ii) PRGUSA Indemnitees will not assert a claim against Purchaser under Section 6.2(a) until the total of all Damages under Section 6.2(a) exceeds in the Base Amount, at which time, all Damages under Section 6.2(a) in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article 6, shall be indemnified in full. (c) In no event will PRGUSA and Parent be liable for aggregate Damages under Section 6.1(a) exceeding $3,820,000 (the "Cap Amount") and in no event will Purchaser be liable for aggregate Damages under Section 6.2(a) exceeding the Cap Amount. Notwithstanding the foregoing (i) the limitations of liability set forth in Sections 6.4, 6.5(a), 6.5(b) and 6.5(c) shall not apply (A) to any fraudulent, intentional or willful breach or failure of any representation or warranty of PRGUSA, Parent or Purchaser or (B) to any misrepresentation or breach of any representation or warranty contained in Sections 4.1, 4.2, 4.3(a), 4.14, 4.18, 5.1, 5.2 and 5.4 hereof, and (ii) if aggregate Damages under Section 6.1(a) with respect to a claim for a misrepresentation or breach of Section 4.11 of this Agreement remain unrecovered (the liability "Unrecovered Damages") after the Cap Amount has been reached, then the Cap Amount on such Unrecovered Damages (and only such Unrecovered Damages) shall be increased by $5,730,000. (d) The provisions of this Article 6 shall be the sole and exclusive remedy at law and in equity of PRGUSA and Purchaser from and after the Closing Date for Damagesany claims, whether pursuant to indemnification liabilities, lawsuits, costs, damages or expenses resulting from any breach of this Agreement or any of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in PRGUSA Transaction Documents (other than the aggregate more than fifteen percent (15%) of the Purchase PriceNoncompetition and Nonsolicitation Agreement); provided, that nothing stated in this Section shall in any way limit or foreclose the Seller Indemnities availability to the parties of specific performance or other equitable remedies. (e) In no event 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not any party hereto be liable to the other for the first Five Hundred Thousand Dollars ($500,000) punitive damages arising out of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for any breach of any obligation the provisions of Purchaser this Agreement, except for such damages which are recoverable or have been recovered in Article V or Article VI, or a third party claim subject to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationindemnification hereunder.

Limitations. 91 (a) Notwithstanding anything to the contrary in this Article VIITo avoid any duplicative recovery, in no event shall the liability of Sellers or Purchaser be required to provide indemnification to any Purchaser Indemnified Party or Seller for DamagesIndemnified Party, whether pursuant to indemnification of the Purchaser Indemnities respectively, pursuant to Section 7.2 hereof 10.2 or otherwise, exceed 10.3 for any amount that is included in the aggregate more than fifteen percent final Adjustment Amount. (15%b) In no event shall (i) Sellers be required to provide indemnification to any Purchaser Indemnified Party for any single claim or aggregated claims arising out of substantially the Purchase Pricesame events or circumstances under Section 8.1(a) or 10.2 or (ii) Purchaser be required to provide indemnification to any Seller Indemnified Party for any single claim or aggregated claims arising out of substantially the same events or circumstances under Section 8.1(b) or 10.3, in each of cases (i) and (ii), unless the amount of such claim or aggregated claims arising out of substantially the same events or circumstances is in excess of fifty thousand dollars ($50,000) ("De Minimis Claims"), in which event, subject to the Threshold, the applicable Indemnifying Party shall be required to pay for all Damages back to the first dollar of any such claims; provided, however, that the Purchaser Indemnities limitation set forth in this Section 10.5(b) shall not be entitled apply to make a claim for indemnification under any breach of the covenants or obligations set forth in Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars 3.3 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleClosing Purchase Price), and the Seller Section 3.7 (Post-Closing Adjustment) or Section 3.8 (Earn-Out). (c) Sellers shall not be liable for any amounts for which Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.2(a) until the first Five Hundred Thousand Dollars aggregate amount of all Damages exceeds, on a cumulative basis, seven million five hundred thousand dollars ($500,0007,500,000) of Damages for which (the "Threshold"), and then the Purchaser Indemnities are Indemnified Parties shall be entitled to indemnification. Howeverindemnification pursuant to Section 10.2(a) for all of their Damages (excluding any Damages with respect to De Minimis Claims) in excess of such Threshold; provided, however, that the limitation set forth in this Section 7.6 will 10.5(c) shall not apply to claims under Section 7.2(a) for any breach of any obligation of Seller the representations and warranties set forth in Article V Section 4.1(a) (Organization and Good Standing), Section 4.2(a) and (b) (Acquired Subsidiaries), Section 4.3 (Authorization; Binding Obligations), Section 4.5 (Approvals), Section 4.7(b) (Compliance with Law), Section 4.8 (Transactions with Affiliates), Section 4.10(a) and (b) (Title), Section 4.13 (No Brokers or Article VI, or to claims under Section 7.2(bFinders) or Section 7.2(c), or to matters arising in respect 4.24 (Sufficiency of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (bAssets) 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 and Damages related thereto shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until included in the aggregate Damages suffered or incurred by calculation of the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Threshold. Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages any amounts for which Seller Indemnified Parties are otherwise entitled to indemnification pursuant to Section 10.3(a) until the aggregate amount of all Damages exceeds, on a cumulative basis, the Threshold, and then the Seller Indemnities are Indemnified Parties shall be entitled to indemnification. Howeverindemnification pursuant to Section 10.3(a) for all of their Damages (excluding any Damages with respect to De Minimis Claims) in excess of the Threshold; provided, however, that the limitation set forth in this Section 7.6(b10.5(c) will shall not apply to claims under Section 7.3(a) for any breach of any obligation of Purchaser the representations and warranties set forth in Article V or Article VISection 5.1 (Organization and Good Standing), or to claims under Section 7.3(c5.3 (Authorization; Binding Obligations), Section 5.5 (Approvals) or Section 7.3(g5.10 (No Brokers or Finders) or and Damages related thereto shall not be included in the calculation of the Threshold. (d) In no event shall Sellers' aggregate liability pursuant to matters arising Section 8.1(a) and Section 10.2 (other than any liability thereunder for the Seller Excluded Items (and Damages related thereto shall not be included in respect the calculation of the Cap)) exceed an amount equal to one hundred million dollars ($100,000,000) (the "Cap"). "Seller Excluded Items" shall mean (i) any breach of the representations and warranties set forth in Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.4.1(b) (Organization and

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIcontained herein, in no event shall (i) the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities Indemnifying Party shall not be entitled required to make a claim for provide any indemnification under Section 7.2 hereof Article IX of this Agreement or Article IV of the Environmental Matters Agreement with respect to any claim of inaccuracy or breach of warranty or representation under this Agreement or the Environmental Matters Agreement unless and until the aggregate Damages suffered or incurred by Losses under Section 9.2(a)(i) (where the Purchaser Indemnitees exceed Five is the Indemnified Party) or Section 9.3(a)(i) (where the Seller is the Indemnified Party) of this Agreement or Environmental Losses, as the case may be, related to one set of circumstances or multiple related circumstances for which indemnification is sought under this Agreement or the Environmental Matters Agreement, as the case may be, exceeds Forty Thousand Dollars ($40,000); (ii) the Indemnifying Party shall not have any indemnification obligations under Article IX of this Agreement or Article IV of the Environmental Matters Agreement unless the aggregate amount of Losses under Section 9.2(a)(i) (where the Purchaser is the Indemnified Party) or Section 9.3(a)(i) (where the Seller is the Indemnified Party) of this Agreement and Environmental Losses exceeds Four Hundred Thousand Dollars ($500,000400,000) (it being understood and agreed that then only to the Five extent of the excess of the aggregate amount of such Losses and Environmental Losses over Four Hundred Thousand Dollars ($500,000400,000); and (iii) the maximum amount of Losses under Section 9.2(a)(i) (where the Purchaser is intended as a deductible), and the Indemnified Party) or Section 9.3(a)(i) (where the Seller is the Indemnified Party) of this Agreement and Environmental Losses, in the aggregate, that may be recovered by the Indemnified Party under Article IX of this Agreement or Article IV of the Environmental Matters Agreement shall not be liable for the first Five Hundred Thousand exceed Fifty Million Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c50,000,000), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedherein, the Purchaser Indemnities Buyer shall not be entitled to make a claim for indemnification recover any portion of the Escrow Fund under Section 7.2 hereof this Article VI unless and until the aggregate Damages suffered or incurred by are in excess of $250,000 (at which point the Purchaser Indemnitees exceed Five Hundred Thousand Dollars (Buyer shall be entitled to recover from the Escrow Fund the aggregate Damages in excess of $500,000) (it being understood 100,000, and agreed not just amounts in excess of $250,000); provided that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller limitation set forth above shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under a claim against the Escrow Fund pursuant to (x) Section 7.2(a1.8, (y) for Section 6.1(a) relating to a breach of any obligation the representations and warranties set forth in Sections 2.1, 2.2, 2.3 or 2.9 (or the portions of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(cthe Company Certificate relating thereto), or to matters arising in respect of Sections 3.5(z) Section 6.1(b), 3.6,. 3.7(c), (d), (e) or 3.15, or any intentional breach by Seller of any covenant or obligation(f). (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedherein, the Seller Indemnities Buyer shall not be entitled to make a claim for indemnification liable under Section 7.3 hereof this Article VI unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable exceed $250,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Buyer shall not be become liable for the first Five Hundred Thousand Dollars aggregate Damages in excess of $100,000, and not just amounts in excess of $250,000); provided that the limitation set forth above shall not apply to a claim pursuant to Section 6.2 relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2 or 3.5 ($500,000or the portions of the Buyer Certificate relating thereto). (c) Except in the case of Fraud, the Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which the Seller Indemnities are it is entitled to indemnificationindemnification under this Article VI. HoweverExcept in the case of Fraud or intentional misrepresentation, this Section 7.6(bthe Buyer's liability for all Damages shall not exceed $20,000,000. (d) will not apply No Company Shareholder shall have any right of contribution against the Company or the Surviving Corporation with respect to claims under Section 7.3(a) for any breach by the Company of any obligation of Purchaser in Article V its representations, warranties, covenants or Article VI, or to claims under Section 7.3(cagreements. (e) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser The amount of any covenant or obligationand all Damages for which indemnification is provided pursuant to this Article VI shall be net of any amounts actually received by the Indemnified Party under insurance policies with respect to such Damages.

Limitations. The Indemnitor shall not be obligated to indemnify the Indemnitee until the sum of the aggregate of all Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article V exceeds One Hundred Thousand and No/100 Dollars (a$100,000.00) Notwithstanding anything (the “Threshold”), at which time the Indemnitee shall be entitled to indemnification for the amount of all Losses, including the amount of the Threshold; provided, however, that, notwithstanding the foregoing, any Losses suffered or incurred by the Indemnitee under Section 5.01(c), (d) or (e) or Section 5.02(c) hereof shall not be subject to the contrary in this Article VII, in Threshold. In no event shall the aggregate liability of Seller Seller, or the aggregate liability of Purchaser, under this Article V exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) exclusive of any Losses suffered or incurred by the Indemnitee under Section 5.01(e) hereof. Notwithstanding anything herein to the contrary, (a) all references to “material” and “Material Adverse Effect” (except those references included in Sections 2.01(d), 2.01(i)(ii), 2.01(k) and 2.01(p)) shall be disregarded for Damagespurposes of determining whether and the extent to which there are, whether pursuant and in calculating the amount of, Losses entitled to indemnification under this Article V, and (b) if any Losses arising from any breach by Seller of any representation or warranty are included in the calculation of the Purchaser Indemnities Final Purchase Price pursuant to Section 7.2 hereof or otherwise1.05, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make any indemnification hereunder for such Losses. All Losses recoverable by an Indemnitee shall be net of any insurance proceeds which the Indemnitee actually receives as a claim for indemnification under Section 7.2 hereof unless direct consequence of the circumstances to which the Losses related or from which the Losses resulted or arose, which amount shall be offset by any increases (current and until future) in insurance premiums that result from the aggregate Damages suffered or insurer having covered such Losses and any costs incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller Indemnitee in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationconnection therewith. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. The following provisions of this Section 7.4 shall limit the indemnification obligations hereunder: (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VII unless a written claim for indemnification in accordance with Section 7.2 or Section 7.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the first Five Hundred Thousand Dollars anniversary of the Closing Date; provided, however, that written claims for indemnification ($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(ai) for Indemnified Costs arising out of (x) a breach of any obligation of Seller representation or warranty contained in Article V or Article VISections 4.1, or to claims under Section 7.2(b4.2, 4.6, 4.7, 5.1, 5.2 and 5.5 (the “Fundamental Representations”) or Section 7.2(c), or to matters (y) an Excluded Liability may be made at any time and (ii) for Indemnified Costs arising in respect out of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional a breach by Seller of any covenant or obligationmay be made at any time prior to the expiration of such covenant according to its terms. (b) Notwithstanding anything An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article VII until the amount of all such Indemnified Costs exceeds, in the aggregate, $500,000, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article VII shall not exceed $17,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the contrary extent such costs arise out of (i) a breach of any Fundamental Representations or (ii) an Excluded Liability. (c) Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VII, . The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in no event shall the liability of Purchaser for Damages, whether pursuant to Ancillary Documents. Any indemnification obligation of the Seller Indemnities to the Buyer Indemnified Parties on the one hand, or the Buyer to the Seller Indemnified Parties on the other hand, pursuant to Section 7.3 hereof or otherwise, exceed in this Article VII shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the aggregate more than fifteen percent (15%) other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the Purchase Price; provided, same event or circumstance giving rise to the indemnification obligation of the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until or the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Buyer, and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. Howeverrespectively, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationhereunder.

Limitations. (a) Notwithstanding anything Seller shall have no liability for Purchaser Losses arising under Section 6.1(a): (i) unless and until the aggregate amount of such Losses exceeds $90,000, and (ii) to the contrary in this Article VII, in no event shall extent that the liability of Seller for Damages, whether pursuant to indemnification aggregate amount of the Purchaser Indemnities pursuant such Losses exceeds an amount equal to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 40% of the Purchase Price; provided, the Purchaser Indemnities however, that such limitations shall not be entitled apply to make Purchaser Losses arising with respect to a breach of Seller’s representations and warranties under Sections 3.1 (organization), 3.2 (authorization), the first sentence of 3.6 (title), 3.8 (environmental), 3.15 (intellectual property), 3.16 (taxes) and 3.17 (brokers) and with respect to any claim of fraud or intentional or willful misconduct by any Seller Indemnified Party. (b) Purchaser shall have no liability for indemnification Seller Losses arising under Section 7.2 hereof 6.2(a): (i) unless and until the aggregate Damages suffered or incurred by amount of such Losses exceeds $90,000, and (ii) to the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed extent that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) aggregate amount of Damages for which the Purchaser Indemnities are entitled such Losses exceeds an amount equal to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) 40% of the Purchase Price; provided, the Seller Indemnities however, that such limitations 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for Seller Losses arising with respect to a breach of Purchaser’s representations and warranties under Sections 4.1 (organization), 4.2 (authorization) and 4.4 (brokers) and with respect to any obligation claim of fraud or intentional or willful misconduct by any Purchaser in Article V or Article VI, or to claims under Section 7.3(cIndemnified Party. (c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser The amount of any covenant Purchaser Losses or obligationSeller Losses recoverable hereunder shall be reduced by any tax savings actually realized by the Indemnified Party arising from the occurrence or payment of any such Purchaser Losses or Seller Losses in the taxable year in which such losses are incurred.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, each of the following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 9.02(a)(i) (other than Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 6.02 [Authority; Binding Nature], 6.05 [Title to Purchased Assets], 6.10 [[*]] or 6.11 [Brokers], or attributable to fraud or intentional misconduct, as to which this Section 9.03(a) shall not apply), except to the extent that the cumulative amount of the Damages under Section 9.02(a)(i) incurred by the Buyer Indemnified Parties exceeds One Million U.S. Dollars (U.S. $1,000,000) (the “Basket Amount”) at which point Seller will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.02(a)(i) incurred by the Buyer Indemnified Parties. (b) Buyer will not be required to indemnify Seller under Section 9.02(b)(i) (other than Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in Sections 7.02 [Authority; Binding Nature] or 7.05 [Brokers], or attributable to fraud or intentional misconduct, as to which this Section 9.03(b) shall not apply) except to the extent that the cumulative amount of the Damages under Section 9.02(b)(i) incurred by the Seller Indemnified Parties exceeds the Basket Amount at which point Buyer will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.02(b)(i) incurred by the Seller Indemnified Parties. (c) In no event shall the liability aggregate out-of-pocket Liability of Seller for Damages, whether any Damages pursuant to indemnification Sections 9.02(a)(i), 9.02(a)(vii) and 9.02(a)(viii) exceed Twenty Million U.S. Dollars (U.S. $20,000,000) (the “Cap”); provided, that Damages incurred as a result of the Purchaser Indemnities pursuant any inaccuracy or breach of any representation or warranty contained in Sections 6.02 [Authority; Binding Nature], 6.05 [Title to Section 7.2 hereof Purchased Assets], 6.10 [[*]], or otherwise, 6.11 [Brokers] shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed further, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, limitations set forth in this Section 7.6 will 9.03(c) shall not apply to claims under Damages attributable to fraud or, in the case of Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c9.02(a)(i), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationmisconduct. (bd) Notwithstanding anything to the contrary in this Article VII, in In no event shall the liability aggregate out-of-pocket Liability of Purchaser Buyer for Damages, whether any Damages pursuant to indemnification Sections 9.02(b)(i), 9.02(b)(iv) and 9.02(b)(v) (other than Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in or attributable to fraud or intentional misconduct, as to which this Section 9.03(d) shall not apply) exceed the Seller Indemnities pursuant to Section 7.3 hereof Cap; provided, that Damages incurred as a result of any inaccuracy or otherwise, breach of any representation or warranty contained in Sections 7.02 [Authority; Binding Nature] or 7.05 [Brokers] shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, further, that the limitations set forth in this Section 9.03(d) shall not apply to Damages attributable to fraud or, in the case of Section 9.02(b)(i), intentional misconduct. (e) In no event shall Seller Indemnities or Buyer have any Liability under Section 9.02(a)(i) or 9.02(b)(i), as the case may be, with respect to claims that are not properly asserted in writing prior to the date that is [*] after the Closing Date (other than claims for Damages incurred as a result of any inaccuracy or breach of any representation or warranty contained in (i) Sections 6.02 [Authority; Binding Nature], 6.05 [Title to Purchased Assets], 6.11 [Brokers], 7.02 [Authority; Binding Nature] or 7.05 [Brokers], which shall expire [*] after the Closing Date, (ii) attributable to fraud or intentional misconduct, as to which no expiration date shall apply, or (iii) Section 6.10 [[*]], which shall expire on [*]). In no event shall Seller have any Liability under Sections 9.02(a)(vii) or 9.02(a)(viii), or shall Buyer have any Liability under Sections 9.02(b)(iv) or 9.02(b)(v), as the case may be, with respect to claims that are not properly asserted in writing prior to the date that is [*] after the Closing Date. (f) The amount of any Damages under Section 9.02 shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party relating to such claim. For the avoidance of doubt, nothing in this Agreement shall impose a duty on Buyer or Seller to maintain any insurance policies. (g) Seller shall not be entitled required to make a claim for indemnification indemnify Buyer under Section 7.3 hereof unless and until the aggregate 9.02(a)(i) with respect to Damages suffered or incurred by any Buyer Indemnified Party to the extent that such Damages arise from actions taken prior to the Closing Date by Buyer, or by Seller Indemnitees exceed Five Hundred Thousand Dollars jointly with or at the direction of Buyer, in each case pursuant to the terms of the Collaboration Agreement. ($500,000h) After the Closing, this Agreement may not be terminated, and except (it being understood and agreed 1) for remedies that the Five Hundred Thousand Dollars ($500,000) is intended cannot be waived as a deductiblematter of law and equitable, injunctive and provisional relief (including specific performance), and Purchaser (2) in the case of fraud or willful misconduct: (i) the right of the Buyer Indemnified Parties to indemnification under this Article 9 shall not be liable for the first Five Hundred Thousand Dollars exclusive remedy of the Buyer Indemnified Parties with respect to claims arising or resulting from the items set forth in Section 9.02(a); and ($500,000ii) the right of Damages for which the Seller Indemnities are entitled Indemnified Parties to indemnification. However, indemnification under this Section 7.6(b) will not apply Article 9 shall be the exclusive remedy of the Seller Indemnified Parties with respect to claims under arising or resulting from the items set forth in Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation9.02(b).

Limitations. Notwithstanding anything to the contrary herein: (a) No party shall seek or be entitled to any punitive damages, consequential damages or damages based on estimated profits, except to the extent that any such damages are the result of a Third Party Action in which such damages are awarded to the third party. (b) The aggregate liability of the Seller under Section 7.1(a) (other than all liability under Section 7.1(a) for claims based on a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.7, 3.8(a), 3.10, 3.16 or 3.19) shall not exceed the Escrow Amount. (c) Buyer agrees that any and all claims under this Article VII shall first be made against and satisfied out of the Escrow Amount and that Seller shall not be required to pay any Damages hereunder until the Buyer shall have fully exhausted the Escrow Amount in pursuit of any such claims. (d) The Seller shall have no liability hereunder in excess of the Purchase Price. (e) Notwithstanding the foregoing, the foregoing limitations shall not apply with respect to, and the Seller shall be liable for the full amount of, any Damages arising due to: (i) a material breach of any non-competition or non-solicitation covenant set forth in Section 6.7, provided Buyer shall provide Seller at least thirty (30) days’ notice and opportunity to cure such breach, and if such breach is timely cured, this Section 7.6(e) shall not be applicable, (ii) fraud, or (iii) the willful breach of any covenant of the Seller set forth in this Agreement or any Ancillary Agreement to which it is a party, provided Buyer shall provide Seller at least thirty (30) days’ notice and opportunity to cure such breach, and if such breach is timely cured, this Section 7.6(e) shall not be applicable. (f) Notwithstanding anything to the contrary set forth in this Article VIIAgreement, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable have no liability for any claims under Section 7.1(a) unless the first Five Hundred Thousand Dollars aggregate amount ($500,000without duplication) of Damages for all such claims exceeds $50,000 (the “Basket Amount”), in which case the Purchaser Indemnities are Indemnified Party shall be entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) be indemnified for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for all such 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, however, that the Seller Indemnities shall not be entitled liable without regard to make the Basket Amount for any and all Damages arising due to any breach of a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered representation or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblewarranty set forth in Sections 3.1, 3.2, 3.3, 3.7, 3.8(a), 3.16 and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation3.

Limitations. (a) Notwithstanding anything Except with respect to any breaches of Section 3.11 hereof, Section 4.05 hereof, the first, second and third sentences of Section 3.05(a) hereof, the first sentence of each of Sections 3.05(b) and 3.06(b) hereof, Section 3.05(e) hereof, Section 3.12 hereof, the first sentence of 3.18(a) hereof and/or the third sentence of Section 3.14(a) hereof (collectively, the "Excepted Breaches"), (x) neither Buyer Group nor Seller Group may, subject to Section 8.02 hereof, assert any Buyer Claims or Seller Claims with respect to Damages under Section 9.02(a)(i) hereof or Section 9.02(b)(i) hereof, as the case may be, until the aggregate amount of such Buyer Claims or Seller Claims, as the case may be, for which the Sellers or Buyer, respectively, are required to indemnify hereunder exceeds $2,000,000 (the "Threshold Amount"), and (y) once the aggregate amount of Buyer Claims under Section 9.02(a)(i) hereof or Seller Claims under Section 9.02(b)(i) hereof, as the case may be, for which a party is required to indemnify hereunder, exceeds the Threshold Amount, then the indemnified party shall, subject to the contrary following provisos, be entitled to recover from the indemnifying parties the entire amount of such Buyer Claims or Seller Claims, as the case may be, including the Threshold Amount (provided that with respect to any Excepted Breaches, all Damages, irrespective of the Threshold Amount, shall be recoverable); provided, however, that (i) the aggregate liability of Buyer with respect to Damages under Section 9.02(b)(i) hereof shall not exceed $25,000,000 and (ii) the aggregate liability of the Sellers with respect to Damages under Section 9.02(a)(i) hereof (other than in respect of breaches of representations and warranties provided in Section 3.12 hereof) shall not exceed $25,000,000 and the aggregate liability of the Sellers with respect to Damages under Section 9.02(a)(i), including breaches of representations and warranties provided in Section 3.12 hereof, shall not exceed $30,000,000. Notwithstanding the foregoing, Buyer shall bear the costs of building a structure designed to cover any hazardous material drums located at the Facility, which costs shall be specifically excluded from the indemnification provisions hereof; provided, however, that Buyer's agreement to bear such costs shall in no other way limit or diminish Buyer's ability to seek indemnification hereunder. (b) Except (x) for the right to seek to specifically enforce the covenants under this Agreement and the Other Agreements, (y) as specifically provided in this Agreement or the Other Agreements and (z) for remedies that cannot be waived as a matter of law, the sole and exclusive remedy of the Buyer Group and the Seller Group for breaches of the representations, warranties, covenants and agreements contained in this Agreement and in the Other Agreements (other than the Supply Agreement), or any certificate delivered pursuant hereto or thereto, shall be limited to the indemnification rights set forth in this Article VIIIX. (c) The amount of any Damages sustained by an indemnified party shall be reduced by (i) any amount actually received by such party with respect thereto under any insurance coverage or from any other party alleged to be responsible therefor and (ii) the amount of any other monetary benefit realized by an indemnified party directly relating thereto. Any indemnified party under this Agreement shall use reasonable best efforts to collect any amounts available under such insurance coverage and from such other allegedly responsible parties (including, in no event shall the liability of Seller for Damageswithout limitation, whether pursuant to the Indemnification Agreement). If an indemnified party realizes or receives an amount under insurance coverage or from such other party with respect to Damages sustained at any time subsequent to any indemnification provided pursuant to this Article IX, then such indemnified party shall promptly reimburse the applicable indemnifying party for any payment made or expense incurred by such indemnifying party in connection with providing such indemnification up to such amount realized or received by the indemnified party. Each indemnified party shall take reasonable steps to mitigate any Damages upon becoming aware of any event, circumstance or condition that would reasonably be expected to give rise to Damages indemnifiable hereunder. (d) Indemnifiable Damages under Section 9.02(a)(i) hereof arising from breaches of the Purchaser Indemnities pursuant representations and warranties in Section 3.12 hereof shall be limited to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of most cost-effective solution required to comply with applicable Environmental Laws and the Purchase Priceleast stringent applicable remediation standards; provided, however, that any such remediation standards applicable to the Purchaser Indemnities Facility will allow the continued use of the Facility in substantially the same manner as it was used immediately before the Closing Date. The Buyer Group shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until in respect of Damages to the aggregate extent based upon diminution of the fair market value of the Facility. In respect of Damages suffered relating to operational or maintenance costs incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Buyer Group to operate any compliance equipment, the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Buyer Group shall not only be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising indemnification in respect of Sections 3.5the present value (discounted at the rate of seven (7%) percent per annum) of such portion of such costs that relate directly and exclusively to remedying the breaches of representations and warranties in Section 3.12 hereof that gave rise to such Damages, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything and subject further to the contrary other limitations set forth in this Article VIIIX. The Sellers may elect (in writing) to control any investigation or remediation arising from breaches of Section 3.12(b), in no event shall the liability of Purchaser for Damages(c) or (d) hereof; provided, whether pursuant to indemnification of the Seller Indemnities however, that such investigation or remediation pursuant to Section 7.3 3.12(b) or (d) hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) shall be conducted promptly and shall not materially interfere with Buyer's operation of the Purchase PriceBusiness. Buyer agrees to (i) cooperate with the Sellers to perform any investigation or remediation; (ii) to place any deed notices or restrictions that may be necessary; provided, that such deed notices or restrictions do not significantly interfere with the Seller Indemnities continued use of the Facility or other property in the same manner as it was used on or before the date of this Agreement; and (iii) to maintain any institutional or engineering controls; provided, that the present value (discounted at the rate of seven (7%) percent per annum) of such portion of the cost for maintaining such controls that relates directly and exclusively to such remediation shall not (subject to the limitations set forth in this Article IX) be entitled to make a claim paid 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationSellers.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event shall the liability of Seller for Damages, whether pursuant to indemnification each of the Purchaser Indemnities pursuant following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 7.2 hereof or otherwise, exceed in 11.02(a)(i) except to the aggregate more than fifteen percent (15%) extent that the cumulative amount of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification Damages under Section 7.2 hereof unless and until the aggregate Damages suffered or 11.02(a)(i) actually incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Buyer Indemnified Parties exceeds [***] ($500,000[***]) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)at which point Seller will be required to pay, and will have Liability for, the Seller shall not be liable for cumulative amount of 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(a11.02(a)(i) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(cactually incurred by the Buyer Indemnified Parties (including the [***] [***] ([***]), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation). (b) Notwithstanding anything Buyer will not be required to indemnify Seller under Section 11.02(b)(i) except to the contrary in this Article VIIextent that the cumulative amount of the Damages under Section 11.02(b)(i) actually incurred by the Seller Indemnified Parties exceeds [***] ([***]) at which point Buyer will be required to pay, in and will have Liability for, the cumulative amount of the Damages under Section 11.02(b)(i) actually incurred by the Seller Indemnified Parties (including the [***] [***] ([***])). (c) In no event shall the liability aggregate out-of-pocket Liability of Purchaser Seller for Damages, whether pursuant to indemnification of the Seller Indemnities any Damages pursuant to Section 7.3 hereof or otherwise11.02(a)(i) exceed [***] ([***]); provided, exceed in the aggregate more than fifteen percent however, that any such indemnification payments to be made by Seller to Buyer shall be effected as follows: (15i) [***] ([***]%) of such indemnification payment shall be made in cash and (ii) [***] [***] ([***]%) of such indemnification payment shall be made solely by an offset against the Purchase Priceinitial principal amount of the Acquisition Note such that the outstanding principal shall be reduced, as certified by the chief financial officer of Buyer in accordance with the terms of the Acquisition Note; provided, that if the First Milestone or Second Milestone have not yet occurred, and there is no outstanding principal amount of the Acquisition Note, then the offset detailed in subsection (ii) above shall occur solely by reduction in the principal amount by which the Acquisition Note is increased, if at all, upon the First Milestone or Second Milestone, as the case may be. It is understood by both parties that the maximum cash indemnification payments made by Seller Indemnities under this Section 11.03(c) shall be [***] [***] ([***]). (d) In no event shall Seller or Buyer have any Liability under Section 11.02(a)(i) or 11.02(b)(i), as the case may be, with respect to claims that are not properly asserted in writing prior to the date that is (i) [***] ([***]) [***] after the Closing Date in the case of claims related to breaches of representations and warranties other than those contained in Section 6.09(b)(iii) hereof, and (ii) [***] ([***]) [***] after the Closing Date in the case of claims related to breaches of the representations and warranties contained in Section 6.09(b)(iii) hereof, but only to the extent that any such breach causes an Adverse Effect. (e) The amount of any Damages under Section 11.02 shall be reduced by the amount of any insurance proceeds actually received by the Indemnified Party relating to such claim. (f) No Party shall be entitled to make a claim for indemnification under Section 7.3 hereof unless and until this Article 11 to the aggregate extent Damages suffered result from the gross negligence or incurred by intentional misconduct of the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to Party seeking indemnification. However, *** Certain information on this Section 7.6(bpage has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (g) will not apply Except with respect to claims based on fraud or willful misconduct, after the Closing: (i) the right of the Buyer Indemnified Parties to indemnification under Section 7.3(athis Article 11 shall be the exclusive remedy of the Buyer Indemnified Parties with respect to claims arising or resulting from (A) for any inaccuracy or breach of any obligation representation or warranty of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, Seller or any intentional of its Affiliates in this Agreement (B) any breach by Purchaser of any covenant or obligationother agreement of Seller or any of its Affiliates in this Agreement; (C) Seller’s or any of its Affiliates’ conduct of the Business prior to the Closing except to the extent the same constitute Assumed Liabilities; or (D) the failure of Seller or any of its Affiliates to pay, perform or discharge any Excluded Liabilities; and (ii) the right of the Seller Indemnified Parties to indemnification under this Article 11 shall be the exclusive remedy of the Seller Indemnified Parties with respect to claims arising or resulting from (A) any inaccuracy or breach of any representation or warranty of Buyer in this Agreement; (B) any breach of any covenant or other agreement of Buyer in this Agreement, (C) Buyer’s conduct of the Business from and after the Closing; or (D) the failure of Buyer to pay, perform or discharge any Assumed Liabilities.

Limitations. The obligations to indemnify set forth in ----------- Section 7.1 and 7.2 shall be subject to the following limitations: (a) Notwithstanding anything No Indemnified Party shall be entitled to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities indemnity pursuant to Section 7.2 hereof if the Damages for which indemnity is sought arose out of or otherwise, exceed in from (i) the aggregate more than fifteen percent (15%) failure of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered any representation or incurred warranty made by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars in this Agreement, the Purchaser's Closing Certificate, or the Purchaser's Disclosure Statement to be true and correct in all material respects as of the Closing Date or ($500,000ii) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which breach by 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 its covenants in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthis Agreement. (b) Notwithstanding anything No Indemnified Party shall be entitled 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 indemnity pursuant to Section 7.3 hereof if the Damages for which indemnity is sought arose out of or otherwisefrom (i) the failure of any representation or warranty made by the Selling Parties in this Agreement, exceed the Selling Parties' Closing Certificate, or the Selling Parties' Disclosure Statement to be true and correct in the aggregate more than fifteen percent (15%) all material respects as of the Purchase Price; provided, Closing Date or (ii) the Seller Indemnities breach by any of the Selling Parties of any of their covenants in this Agreement. (c) No Indemnified Party shall not be entitled to make indemnity pursuant to Section 7.2 for any single claim of Damages not exceeding $2,500, and unless, until, and only to the extent that the aggregate Damages for which all claims of indemnity under such section have been made (including one or more claims of Damages not exceeding $2,500) exceed $150,000. After the $150,000 has been exceeded, the $2,500 threshold per item still applies, other than with respect to a series of substantially similar related claims, including a class action. (d) No Indemnified Party shall be entitled to indemnity pursuant to Section 7.3 for any single claim of Damages not exceeding $2,500, and unless, until, and only to the extent that the aggregate Damages for indemnification which all claims of indemnity under such section have been made (including one or more claims of Damages not exceeding $2,500) exceed $150,000. After the $150,000 has been exceeded, the $2,500 threshold per item still applies, other than with respect to a series of substantially similar related claims, including a class action. (e) All claims of indemnity under Section 7.2 with respect to the failure of any representation or warranty made by the Selling Parties in this Agreement, the Selling Parties' Closing Certificate, or the Selling Parties' Disclosure Statement to be true and correct in all material respects as of the Closing Date, and all claims of indemnity under Section 7.3 hereof unless and until with respect to the aggregate Damages suffered failure of any representation or incurred warranty made by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood Purchaser in this Agreement, the Purchaser's Closing Certificate, or the Purchaser's Disclosure Statement to be true and agreed that correct in all material respects of the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)Closing Date, must be asserted on or prior to the date of expiration of such representations and warranties set forth in Section 7.1, by the transmittal of written notice to the other party prior to such date of expiration, and Purchaser all proceedings with respect to such claims must be brought within six months after such date of expiration. (f) No Indemnified Party shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this indemnity pursuant to Section 7.6(b) will not apply to claims under Section 7.3(a7.2(i) for breach of any obligation of Purchaser Damages in Article V an aggregate amount exceeding $3,512,000. (g) No Indemnified Party shall be entitled to indemnity pursuant to Section 7.3(i) for Damages in an aggregate amount exceeding $3,512,000. (h) No Indemnified Party shall be entitled to indemnity from the Old Company or Article VI, or the New Company pursuant to claims under Section 7.3(c) or Section 7.3(g) or to matters 7.2 for Damages arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationafter the Closing Date.

Limitations. (a) Notwithstanding anything Subject to Section 10.13 and except with respect to claims made pursuant to Section 6.2(b) or Article VIII, from and after the Closing, absent fraud, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from any breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the contrary in transactions that are the subject of this Agreement. Subject to Section 10.13, from and after the Closing, the rights of the Buyers and ▇▇▇▇▇▇ under Article VIIVIII shall be the sole and exclusive remedy of the Buyers and ▇▇▇▇▇▇ with respect to the subject matter of Article VIII. Without limiting the generality of the foregoing provisions of this Section 6.5(a), in no event shall the liability of Seller for Damages, whether pursuant to indemnification either of the Purchaser Indemnities pursuant to Section 7.2 hereof Buyers, its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following six limitations shall apply (except for Sections 6.5(b)(i), 6.5(b)(ii), and 6.5(b)(iii) with respect to claims relating solely to Taxes under Article VII, in no event shall VIII and Section 9.10): (i) the aggregate liability of Purchaser ▇▇▇▇▇▇ for all Damages under Section 6.1(a) or for the Buyers under Section 6.2(a) shall not exceed an amount equal to $10,500,000; (ii) no individual claim or series of related claims for indemnification under Sections 6.1(a)(i) or 6.2(a)(i) shall be valid and assertable unless it is (or they are) for an amount in excess of $25,000; (iii) ▇▇▇▇▇▇ shall not be liable for Damages under Section 6.1(a)(i) and Buyers shall not be liable for Damages under Section 6.2(a)(i), unless and until the aggregate amount of such Damages, whether pursuant considered together, exceeds $425,000 at which point such Party shall be liable for all such Damages starting from the first dollar; (iv) the Buyers shall not be entitled to make any claim for indemnification of with respect to any matter to the Seller Indemnities extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 7.3 hereof 1.2 or otherwise1.4; (v) the amount of any Damages for which indemnification is provided under this Article VI, exceed or under Articles VIII or IX, shall be calculated net of any accruals, reserves or provisions reflected in the Final Closing Working Capital Statement relating thereto; and (vi) the aggregate more than fifteen percent (15%liability of ▇▇▇▇▇▇ for Damages under Section 6.1(c) of shall not exceed an amount equal to the Purchase Price; provided, however, that the Seller Indemnities limitations of Section 6.5(b) shall not apply to any claim described in paragraph (b) of Section 6.1 or paragraphs (b) through (d) of Section 6.2. (c) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article VI that are (i) consequential, in the nature of lost profits, diminution in value (which, for the avoidance of doubt, shall not be entitled deemed to make refer to a claim for indemnification under Section 7.3 hereof failure by ▇▇▇▇▇▇ to deliver accounts receivable, inventory or other tangible or financial assets in the amounts represented in Article II), special or punitive or otherwise not actual Damages or (ii) contingent, unless and until such Damages are actual and mature. Each Party shall (and the aggregate Buyers shall cause the Business to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages suffered for which indemnification is provided to it under Article VI. (d) The Business Subsidiaries shall not have any right of contribution against the Business with respect to any breach by ▇▇▇▇▇▇ of any of its representations, warranties, covenants or incurred by agreements set forth in this Agreement. Effective as of the Seller Indemnitees exceed Five Hundred Thousand Dollars Closing, each of the Buyers hereby waives and releases ($500,000) (it being understood and agreed that shall cause each of the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleBusiness Subsidiaries to waive and release), and Purchaser any claim that such Business Subsidiary may have against ▇▇▇▇▇▇ or its respective Affiliates. (e) The amount of any Damages for which indemnification is provided under this Article VI shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for reduced by any related recoveries to which the Seller Indemnities are Indemnified Party is entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach insurance policies or other related payments received or receivable from third parties on account of any obligation the matter resulting in such Damages or the payment of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationsuch Damages.

Limitations. (a) Subject to the provisions of subpart (c) below, no Indemnitor shall have any liability to any Indemnitee for indemnification under this Article 8: (1) unless and until a Claim is greater than Twenty-Five Thousand ($25,000.00) dollars in value and the aggregate amount of such Claims exceeds Two-Hundred Fifty Thousand ($250,000.00) dollars, and (2) the maximum aggregate amount of indemnification for which any Indemnitor shall be liable under this Article 8 shall be Five Million ($5,000,000.00) dollars for a period of nine (9) months following the Closing Date and, subject to Section 8.6(b) below, shall be Two Million Five Hundred Thousand ($2,500,000.00) dollars thereafter. Notwithstanding the above, the maximum aggregate amount of indemnification for which Seller shall be liable under this Article 8 shall be reduced by an amount equal to the trade and sundry payables not paid by Purchaser in accordance with Section 2.7(vi) above. (b) Subject to the provisions of subpart (a) above and subpart (c) below, all representations and warranties made by Seller and Purchaser contained in this Agreement, and any indemnification obligation of Seller and/or Purchaser for breach of same, shall survive the Closing Date for a period of eighteen (18) months, at which time such representations and warranties and indemnification obligation shall expire. Notwithstanding anything to the contrary contained in this Article VIIAgreement, any notice of a Claim (as provided in no event shall the liability of Seller for Damages, whether pursuant Section 8.3(a)) with respect to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of a warranty or representation shall be received by the Indemnitor prior to the second anniversary of the Closing Date, and if such notice of a Claim is not received by the Indemnitor prior to such date, the Indemnitor shall not bear any indemnification obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or the Indemnitee with respect to matters arising in respect of Sections 3.5, 3.6,such Claim. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification obligations of the Seller Indemnities pursuant parties shall not expire as to Section 7.3 hereof any Claim for breach of warranty or otherwise, exceed in representation asserted by either party on or before the aggregate more than fifteen percent eighteen (15%18) month anniversary of the Purchase Price; providedClosing Date, until such Claim has been resolved completely, to the Seller Indemnities requirements of this Agreement. (c) The monetary limitations provided in subpart (a) above and the survival limitations provided in subpart (b) above 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(athe following indemnification obligations: (i) for breach any obligation of Seller pursuant to Sections 8.2(a), 8.2(b) and 8.2(d); and (ii) any obligation of Purchaser in Article V or Article VI, or pursuant to claims under Section 7.3(cSections 8.1(a) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationand (b).

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, in no event Seller shall not be liable under Section 7.01(a) for any inaccuracy of (i) any representation or warranty (other than with respect to a Fundamental Representation) unless written notice of a possible claim for indemnification is given by the liability claiming Buyer Indemnified Person to Seller on or before the General Survival Date or (ii) any Fundamental Representation unless written notice of a possible claim for indemnification is given by the claiming Buyer Indemnified Person to Seller on or before the Fundamental Survival Date. The covenants, agreements and other obligations of Seller that are contained in this Agreement shall survive the Closing in accordance with their respective terms. (b) Notwithstanding anything to the contrary, with respect to any claim for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided7.01, the Purchaser Indemnities Buyer Indemnified Persons shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until indemnification: (i) Only if the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Losses to all Buyer Indemnified Persons with respect to such claims exceeds Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the "Deductible"), whereupon, subject to clause (ii) below, Seller shall be obligated to pay in full all such amounts, but only to the extent such aggregate Losses are in excess of the Deductible; and (ii) Only with respect to individual items where the Losses relating thereto are in excess of Thirty Five Hundred Thousand Dollars ($500,00035,000) is intended as a deductible), (and the Seller any items less than such threshold shall not be liable aggregated for the first Five Hundred Thousand Dollars purposes of the immediately preceding clause ($500,000i)). (c) of Damages Notwithstanding anything herein to the contrary, in no event shall Seller's aggregate indemnification obligations pursuant to Section 7.01 exceed the Indemnity Escrow Amount (the "Indemnity Cap"); provided, however, that the Indemnity Cap shall not apply to Losses relating to, resulting from or arising out of, or any allegation by any third party of, (i) any inaccuracy in any Fundamental Representation, (ii) any fraud committed by Seller or its Affiliates, (iii) any intellectual property infringement relating to the Sandbox Agreement, and (iv) the North Dakota Audit, in each case for which the Purchaser Indemnities are entitled Buyer Indemnified Persons have used best efforts to indemnificationrecover such Loss under the Representation and Warranty Policy for any amounts above the Indemnity Cap. HoweverNotwithstanding the foregoing, in no event shall Seller's aggregate indemnification obligations pursuant to Section 7.01 (including, without limitation, any Losses relating to, resulting from or arising out of, or any allegation by any third party of, any inaccuracy in any Fundamental Representation, intellectual property infringement relating to the Sandbox Agreement or the North Dakota Audit) exceed the Base Purchase Price, except to the extent that any such Losses relate to, result from or arise out of any fraud committed by Seller or its Affiliates. (d) Buyer acknowledges that, subject to Section 7.08, its sole and exclusive remedy against Seller for Losses with respect to (i) all claims relating to the representations, warranties, covenants and agreements contained in this Section 7.6 Agreement, (ii) other claims pursuant to or in connection with this Agreement, or (iii) other claims relating to the Purchased Assets will not apply be pursuant to claims under Section 7.2(a) for the indemnification provisions set forth in this Article VII. Notwithstanding anything herein to the contrary, no breach of any obligation representation, warranty, covenant or agreement contained herein or in the other Transaction Documents will give any right on the part of Seller in Article V or Article VI, or Buyer after the consummation of the transaction contemplated by this Agreement to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, rescind this Agreement or any intentional breach by Seller of any covenant or obligationthe transactions contemplated hereby. (be) Notwithstanding anything to the contrary in this Article VII, Buyer shall not be liable under Section 7.02(a) for any inaccuracy of (i) any representation or warranty (other than with respect to a Fundamental Representation) unless written notice of a possible claim for indemnification is given by the claiming Seller Indemnified Person to Buyer on or before the General Survival Date or (ii) any Fundamental Representation unless written notice of a possible claim for indemnification is given by the claiming Seller Indemnified Person to Buyer on or before the Fundamental Survival Date. The covenants, agreements and other obligations of Buyer that are contained in no event this Agreement shall survive the liability of Purchaser Closing in accordance with their respective terms. (f) Notwithstanding anything to the contrary, with respect to any claim for Damages, whether indemnification pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof clause (a) or otherwise, exceed in the aggregate more than fifteen percent (15%b) of the Purchase Price; providedSection 7.02, the Seller Indemnities Indemnified Persons shall be entitled to indemnification: (i) Only if the aggregate Losses to all Seller Indemnified Persons with respect to such claims exceeds the Deductible, whereupon, subject to clause (ii) below, Buyer shall be obligated to pay in full all such amounts, but only to the extent such aggregate Losses are in excess of the Deductible; and (ii) Only with respect to individual items where the Losses relating thereto are in excess of Twenty Thousand Dollars ($20,000) (and any items less than such threshold shall not be entitled aggregated for the purposes of the immediately preceding clause (i)). (g) Seller acknowledges that its sole and exclusive remedy against Buyer for Losses with respect to make a (i) all claims relating to the representations, warranties, covenants and agreements contained in this Agreement, (ii) other claims pursuant to or in connection with this Agreement, or (iii) other claims relating to the Purchased Assets will be pursuant to the indemnification provisions set forth in this Article VII. Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein or in the other Transaction Documents will give any right on the part of Seller after the consummation of the transaction contemplated by this Agreement to rescind this Agreement or any of the transactions contemplated hereby. (h) Each Party agrees to use commercially reasonable efforts to mitigate any Losses which form the basis of any claim for indemnification under Section 7.3 hereof unless and until this Article VII. With respect to a particular claim for indemnification, to the aggregate Damages suffered extent the Indemnifying Person has paid in full the claim to the Indemnified Person pursuant to this Article VII, each Party agrees to use commercially reasonable efforts to cause such Indemnified Person to reimburse the Indemnifying Person to the extent of any subsequent insurance or incurred other recoveries for such Losses received by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationIndemnified Person.

Limitations. (ai) Notwithstanding anything to the contrary in contained herein, (i) Seller shall not have any liability for any indemnification under this Article VIISection 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 liability Buyer for aggregate liabilities under this Section 12 in excess of Seller for Damages, whether pursuant an amount equal to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless Two Million and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand No/100 Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible2,000.000.00), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (bii) Notwithstanding anything to the contrary in contained herein, (i) Buyer shall not have any liability for any indemnification under this Article VIISection 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 (ii) in no event shall the liability of Purchaser for Damages, whether pursuant Buyer be required to indemnification of indemnify the Seller Indemnities pursuant for aggregate liabilities under this Section 12 in excess of an amount equal 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 Two Million and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand No/100 Dollars ($500,0002,000.000.00). (iii) (it being understood and agreed that Neither Party shall have any liability as to the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)other Party, and Purchaser shall each expressly waives any claim for, punitive, exemplary, remote, or speculative damages or damages that are not be liable for the first Five Hundred Thousand Dollars ($500,000) natural, probable and reasonably foreseeable result of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for a breach of any obligation this Agreement, including damages arising from the special circumstances of Purchaser in Article V the applicable indemnitee, whether or Article VInot such special circumstances were communicated to the Parties at the time this Agreement was executed. (iv) Notwithstanding anything to the contrary contained herein, or no adjustment shall be made to claims under Section 7.3(c) or Section 7.3(g) or the Purchase Price and Seller shall have no other monetary liability to matters arising Buyer in respect of Section 4.4 of: (i) ad valorem, severance or 4.6, or any intentional breach by Purchaser of any covenant or obligationother production taxes assessed with respect to the Assets for periods prior to the Effective Date; and (ii) Seller Retained Liabilities.

Limitations. (ai) Notwithstanding anything Neither Buyer nor Seller shall be liable to the contrary in other under this Article VII, in no event shall the liability of Seller Section 10.2 for Damages, whether pursuant to indemnification of the Purchaser Indemnities any Damages due pursuant to Section 7.2 hereof 10.2(a)(i) or otherwiseSection 10.2(b)(i) exclusively, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until (i) each individual amount otherwise due the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Indemnified Party exceeds Sixty Thousand Dollars ($500,00060,000) (it being understood excluding legal fees and agreed that expenses), and (ii) the Five Hundred aggregate amount of all such Damages under this Agreement and the Intellectual Property Purchase Agreement otherwise due the Indemnified Party (excluding Damages incurred in any individual claim of less than Sixty Thousand Dollars ($500,00060,000)) is intended as a deductible)exceeds an accumulated total of $200,000, and thereafter the Seller shall not be liable for the first Five Hundred total amount of all such Damages in excess of Sixty Thousand Dollars ($500,00060,000) of Damages for which per claim (excluding legal fees and expenses) actually incurred (excluding the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a$200,000) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationshall be indemnifiable. (bii) Notwithstanding anything to the contrary in Neither (A) Seller's aggregate liability under (I) Sections 10.2(a) and 10.3 of this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Agreement and (II) Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%6.2(a) of the Intellectual Property Purchase Price; providedAgreement, the Seller Indemnities shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate all claims for Damages suffered or incurred by Buyer (and its Representatives and Affiliates) nor (B) Buyer's aggregate liability under (I) Sections 10.2(b) and 10.3 of this Agreement and (II) Section 6.2(a) of the Intellectual Property Purchase Agreement, for all claims for Damages incurred by Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleits Representatives and Affiliates), shall in any event exceed the sum of (x) the Market Price of the Buyer Common Stock received by Seller hereunder which are still owned by Seller on the date of the Claim Notice, calculated as of the date of the Claim Notice, and Purchaser (y) the cash sale price received by Seller for all sales of any Buyer Common Stock received hereunder prior to the date of the Claim Notice. For purposes of this Section 10.2, "Market Price" shall not be liable mean the average of the closing prices for the first Five Hundred Thousand Dollars Buyer Common ------------ Stock on the NASDAQ National Market on the five ($500,0005) business days immediately preceding the date of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationrelevant Claim Notice.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, except with respect to Sections 2.1, 2.2, 2.3, 2.5, 2.9, 2.11 and Article VII, in no event shall the liability of Seller for Damages, whether pursuant VI to indemnification of the Purchaser Indemnities pursuant to which this Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities 11.4 shall not apply, no claim shall be entitled to make a claim made against Seller or Parent for indemnification under Section 7.2 hereof 11.1(a) with respect to any Loss which any of Purchaser’s Indemnified Parties may suffer, incur or sustain unless and until the aggregate Damages suffered or incurred by of all such Losses described in Section 11.1(a) shall exceed $200,000 (the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible“Deductible”), and Seller and Parent shall only be required to pay or be liable for any such Losses described in Section 11.1(a) to the extent that the aggregate amount of such Losses exceeds the Deductible, and then only with respect to Losses incurred in excess of such amount. Notwithstanding anything to the contrary herein, any Loss or Losses which would otherwise be subject to indemnification by Seller and Parent pursuant to Section 11.1 (a) relating to any single breach or series of related breaches by Seller shall not be liable constitute “Losses” for the first Five Hundred Thousand Dollars (purposes hereof, and therefore shall not be applied toward the Deductible or be indemnifiable hereunder, unless such Losses relating to any single breach or series of related breaches exceed $500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation5,000. (b) Notwithstanding anything Except with respect to the contrary in Sections 2.1, 2.2, 2.3, 2.5, 2.9 and 2.11 and Article VI to which this Article VII, in no event Section 11.4(b) 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; providednot apply, the Seller Indemnities maximum aggregate amount of Losses against which the Purchaser Indemnified Parties shall not be entitled to make a claim for indemnification be indemnified under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars 11.1(a) with respect to all claims thereunder shall be an amount equal to $40,000,000. ($500,000c) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)NO PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. HoweverPUNITIVE, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VIEXEMPLARY, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6INCIDENTAL, or any intentional breach by Purchaser of any covenant or obligationCONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT FROM ANY OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER 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. The Parties agree that from and after the Closing their sole and exclusive remedy at law and in equity with respect to a claim for which indemnification is provided in ARTICLE VIII shall be these indemnification provisions, except in case of fraud, willful misconduct, intentional misrepresentation or any breach of any Fundamental Representation. B. No Seller Party will be liable for indemnification under Sections 8.2.A, 8.2.C or 8.2.D, until the aggregate amount of all Losses in respect of indemnification under Sections 8.2.A, 8.2.C or 8.2.D exceeds $100,000 (athe “Basket”), in which event, (i) CAUD and its successors and permitted assigns (with respect to DSL and BEOP) and ▇▇▇▇▇▇▇▇▇ (with respect to DSL) shall, jointly and severally, and (ii) CAUD and its successors and permitted assigns (with respect to itself) and ▇▇▇▇▇▇▇▇▇ (with respect to himself) shall, severally and not jointly, be liable for all Losses from the first dollar of such Losses; provided, that subject to the other terms and conditions set forth in this Agreement, the aggregate amount of all Losses for which the Seller Parties shall be liable pursuant to Sections 8.2.A, 8.2.C or 8.2.D shall not exceed 10% of the value of the Consideration Shares issuable to the Seller Parties hereunder (the “Seller Cap”). For purposes of this Section 8.5.B, the price per Consideration Share shall be valued at the fair market value (as determined by the Board in good faith) for such share at the time the applicable indemnification claim is made. C. Neither Purchaser nor Parent will be liable for indemnification under Sections 8.3.A, 8.3.B or 8.3.C until the aggregate amount of all Losses in respect of indemnification under Sections 8.3.A, 8.3.B or 8.3.C exceeds the Basket, in which event, Purchaser shall be liable for all Losses from the first dollar of such Losses; provided, that the aggregate amount of all Losses for which Purchaser and Parent shall be liable pursuant to Sections 8.3.A, 8.3.B or 8.3.C shall not exceed $100,000 (the “Purchaser Cap”), which shall be an amount equal to 10% of the value of the Consideration Shares issuable to the Seller Parties hereunder. For purposes of this Section 8.5.C, the price per Consideration Share shall be valued at the fair market value (as determined by the Board in good faith) for such share at the time the applicable indemnification claim is made. D. Notwithstanding anything contained herein to the contrary in this Article VIIcontrary, in no event shall the liability any indemnifying party be liable for any Losses relating to punitive damages, loss of Seller for Damagesbusiness reputation or opportunity, whether pursuant to indemnification or diminution of value, or other Losses of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwiseindemnified party that are remote or, exceed highly speculative in the aggregate more than fifteen percent (15%) of the Purchase Pricenature; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as indemnifying party shall be responsible for consequential damages to the extent such Losses are paid or payable to a deductible), and third party. E. For purposes of determining the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount 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 Losses incurred in connection with any inaccuracy in or breach of any obligation of Seller in Article V representation or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary warranty set forth in this Article VIIAgreement, in no event such representation or warranty shall the liability of be read without regard for or giving effect to materiality, Seller Material Adverse Effect, Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof Material Adverse Effect 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationother similar qualification.

Limitations. (a) Notwithstanding anything to the contrary in this Article VII, Agreement or in any of the Transaction Documents: (a) ▇▇▇▇▇ Corning shall have no event shall liability to the liability SG Indemnified Parties or the Company Indemnified Parties in respect of Seller for Damages, whether indemnification claims pursuant to (i) breaches of representations or warranties (as distinguished from breaches of covenants and agreements) under Section 11.02(a)(1), (ii) Section 11.02(a)(2) solely with respect to OC Environmental Matters or (iii) Section 11.02(a)(4); in each case unless and until: (i) such Damages are Recoverable Damages; and (ii) such Recoverable Damages in the aggregate exceed USD 5,000,000 (the “Indemnity Threshold”); provided, that if the Indemnity Threshold is reached, the entire amount of all such Damages shall be subject to indemnification under this Section 11.04(a) up to a total of USD600,000,000 (the Purchaser Indemnities “OC Indemnity Cap”). (b) ▇▇▇▇▇ Corning shall have no obligation to an SG Indemnified Party or the Company Indemnified Parties pursuant to Section 7.2 hereof 11.04(a) until such matters are the subject of a written notice given by the Indemnified Party pursuant to Section 11.03(a) within the period following the Closing Date specified for each respective matter in Section 11.01. (c) Saint-Gobain shall have no liability to the OC Indemnified Parties and the Company Indemnified Parties in respect of indemnification claims pursuant to (i) breaches of representations or otherwisewarranties (as distinguished from breaches of covenants and agreements) under Section 11.02(b)(1), exceed (ii) 11.02(b)(2) solely with respect to SG Environmental Matters or (iii) Section 11.02(b)(4); in each case unless and until: (i) such Damages are Recoverable Damages; and (ii) such Recoverable Damages exceeds the aggregate more than fifteen percent (15%) of the Purchase PriceIndemnity Threshold; provided, that if the Purchaser Indemnities Indemnity Threshold is reached, the entire amount of all such Damages shall be subject to indemnification under this Section 11.04(c) up to a total of USD400,000,000 (the “SG Indemnity Cap”, together with OC Indemnity Cap, “Indemnity Caps”). (d) Saint Gobain shall have no obligation to an OC Indemnified Party or the Company Indemnified Parties pursuant to Section 11.04(c) until such matters are the subject of a written notice given by the Indemnified Party pursuant to Section 11.03(a) within the period following the Closing Date specified for each respective matter in Section 11.01. (e) ▇▇▇▇▇ Corning shall have no liability to the SG Indemnified Parties or the Company Indemnified Parties in respect of an indemnification claim for Damages pursuant to (i) Section 11.02(a)(1) as a result of a breach of a representation under Section 4.01(n), (ii) Section 11.02(a)(2) in respect of an OC Environmental Matter or an OC Excluded Environmental Matter, (iii) Section 11.02(a)(4), or (iv) Section 11.02(a)(5) (an “SG Environmental Claim”), unless such SG Environmental Claim arises out of or relates to: (i) a specific requirement of Environmental Law to take some compliance, investigative or remedial action including monetary payments; (ii) a specific and formal requirement of a Governmental Authority under Environmental Law to take some compliance, investigative or remedial action, including monetary payments; (iii) a violation of Environmental Law (A) in which there is an imminent danger or harm to the Environment or any Person, including employees or (B) which would require a compliance, investigative or remedial action, including monetary payments consistent with the practices of a reasonable and prudent operator or (iv) a Third Party Claim other than a claim by a Governmental Authority. (f) Saint-Gobain shall have no liability to the OC Indemnified Parties or the Company Indemnified Parties in respect of an indemnification claim for Damages pursuant to (i) Section 11.02(b)(1) as a result of a breach of a representation under Section 4.02(n), (ii) Section 11.02(b)(2) in respect of an SG Environmental Matter or an SG Excluded Environmental Matter, (iii) Section 11.02(b)(4), or (iv) Section 11.02(b)(5) (an “OC Environmental Claim”), unless such OC Environmental Claim arises out of or relates to: (i) a specific requirement of Environmental Law to take some compliance, investigative or remedial action including monetary payments; or (ii) a specific and formal requirement of a Governmental Authority under Environmental Law to take some compliance, investigative or remedial action, including monetary payments; (iii) a violation of Environmental Law (A) in which there is an imminent danger or harm to the Environment or any Person, including employees or (B) which would require a compliance, investigative or remedial action, including monetary payments consistent with the practices of a reasonable and prudent operator or (iv) a Third Party Claim other than a claim by a Governmental Authority. (g) With respect to any SG Environmental Claim arising out of or relating to the presence or Release of Hazardous Materials on or prior to the Closing Date, ▇▇▇▇▇ Corning shall have no liability to the SG Indemnified Parties or the Company Indemnified Parties to the extent that the Damages arise primarily out of: (A) a change in use of the relevant facility after the Closing Date from an industrial use to a commercial or residential use; or (B) voluntary soil or groundwater sampling undertaken after the Closing Date at any relevant facility that is (1) not specifically required by Environmental Laws, Environmental Permits or a Governmental Authority; (2) not undertaken in connection with maintenance, construction, renovation or expansion activities at the relevant facility except for such sampling that would not be undertaken by a reasonable and prudent operator; (3) not undertaken in connection with (X) the proposed sale, closure, decommissioning of the relevant OC Owned Real Property or (Y) the financing of the Company, in each case of (X) and (Y) only so long as Saint-Gobain or any of its Affiliates is a shareholder of the Company, except with respect to the facilities agreed to in writing by ▇▇▇▇▇ Corning and Saint-Gobain. (h) With respect to any OC Environmental Claim arising out of or relating to the presence or Release of Hazardous Materials on or prior to the Closing Date, Saint-Gobain shall have no liability to the OC Indemnified Parties or the Company Indemnified Parties to the extent that the Damages arise primarily out of (A) a change in use of the relevant facility after the Closing Date from an industrial use to a commercial or residential use; or (B) voluntary soil or groundwater sampling undertaken after the Closing Date at any relevant facility that is (1) not specifically required by Environmental Laws, Environmental Permits or a Governmental Authority; (2) not undertaken in connection with maintenance, construction, renovation or expansion activities at the relevant facility except for such for such sampling that would not be undertaken by a reasonable and prudent operator ; (3) not undertaken in connection with (X) the proposed sale, closure, decommissioning of the relevant SG Owned Real Property or (Y) the financing of the Company, in each case of (X) and (Y) only so long as Saint-Gobain or any of its Affiliates is a shareholder of the Company, except with respect to the facilities agreed to in writing by ▇▇▇▇▇ Corning and Saint-Gobain. (i) ▇▇▇▇▇ Corning shall have no liability to the SG Indemnified Parties or the Company Indemnified Parties to the extent that the Damages in respect of which the SG Environmental Claim is made, relate to, result from or are increased by the closure or decommissioning of the whole or a substantial part of any site after Saint-Gobain or any of its Affiliates is no longer a shareholder in the Company. (j) Saint-Gobain shall have no liability to the OC Indemnified Parties or the Company Indemnified Parties to the extent that the Damages in respect of which the OC Environmental Claim is made, relate to, result from or are increased by the closure or decommissioning of the whole or a substantial part of any site after Saint-Gobain or any of its Affiliates is no longer a shareholder in the Company, except with respect to the facilities agreed to in writing by ▇▇▇▇▇ Corning and Saint Gobain. (k) Solely for the purpose of determining the amount of Damages incurred with respect to a breach of any representation or warranty, each representation and warranty shall be read without reference to materiality or Material Adverse Effect. (l) Notwithstanding anything to the contrary contained herein, although a Party may be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)pursuant to more than one provision of this Article XI, and the Seller no Party shall not be liable entitled to recover indemnification for the first Five Hundred Thousand Dollars ($500,000) same claim under more than one provision of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationXI. (bm) Notwithstanding anything The amount to which the Indemnified Party might otherwise be entitled under Section 11.02 shall be reduced by the amount of any reserves made in the OC Financial Statements or SG Financial Statements (or in Schedule 4.01(i)(vi) or Schedule 4.02(i)(vi), as applicable) that are readily identifiable and exclusively related to the contrary in this Article VII, in no event shall or events giving rise to 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationIndemnified Claim.

Limitations. (a) Notwithstanding anything to the contrary provisions set forth in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; providedX, the Purchaser Indemnities Seller shall not be entitled liable to make a claim the Buyer, and the Buyer shall not be liable to the Seller, for indemnification any Loss under Section 7.2 hereof 10.2(i) or Section 10.4(i), respectively, unless and until the aggregate Damages suffered total of all Losses sustained or incurred by the Purchaser Indemnitees Buyer) or the Seller as the case may be shall equal or exceed $100,000; provided, however, that once this threshold is met, all such Losses in excess of $100,000 are recoverable up to an amount not to exceed One Million Five Hundred Thousand Dollars ($500,0001,500,000). Any amount of Indemnifiable damages payable hereunder will be reduced (including retroactively) (it being understood by any insurance proceeds actually recovered by or on behalf of the Indemnitee, net of all direct collection expenses, in reduction of the related Indemnifiable Damages and agreed that the Five Hundred Thousand Dollars ($500,000) is intended any Tax benefit attributable to such Indemnifiable Damages; provided, further, each Indemnitee shall use commercially reasonable efforts to pursue recovery available regarding any Tax benefit. If an Indemnitee will have received, or if an Indemnitor will have paid, any amount as a deductibleresult of a claim for Indemnifiable damages hereunder (an “Indemnification Payment”), and an Indemnitee will subsequently receive, directly or indirectly, insurance proceeds in respect of such Indemnifiable damages, then such Indemnitee will promptly pay to the Indemnitor the net amount of such insurance proceeds, or, if less, the amount of the Indemnification Payment. The parties hereto agree that the foregoing will not affect the subrogation rights of any insurance companies making payments hereunder. The limitations set forth in this Section 10.5 shall not apply with respect to: (i) fraud or intentional misrepresentation by the Seller shall not be liable for or the first Five Hundred Thousand Dollars Buyer; or ($500,000ii) any Breach by the Seller or the Buyer, as applicable, of Damages for which the Purchaser Indemnities are entitled to indemnification. Howeverrepresentations and warranties and covenants set forth in Sections 3.1 (Organization and Qualification), this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI3.3 (Capacity), or to claims under Section 7.2(b) or Section 7.2(c3.22 (Brokers and Finders), 3.24 (Taxes), 4.1 (Organization and Qualification), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation4.2 (Capacity). (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything Buyer and Seller shall be liable under Section ‎11.1(i) or Section 11.2(i), as applicable, only when total indemnification claims exceed Three Million Dollars ($3,000,000) (the "Basket Amount"), after which Buyer or Seller, as applicable, shall be liable only for the amount in excess of the Basket Amount. No party shall be liable for any indemnification pursuant to Section ‎11.1(i) or Section 11.2(i), as applicable, for any claims for misrepresentations and breaches of warranty which are the basis upon which any other party shall have failed to consummate the transactions described herein pursuant to Section 7.1 or Section 8.1, as applicable, or which are based upon misrepresentations and breaches of warranty which have been waived pursuant to the contrary in this Article VIIinitial paragraph of Section 7 or Section 8, in no event as applicable. The liability of Buyer and Seller for indemnification under Section ‎11.1(i) or Section 11.2(i) (i.e., for misrepresentations and breaches of warranties), respectively, shall be limited to an amount equal to twenty-five percent (25%) of the Purchase Price (the "R&W Indemnification Cap"). Further, and subject to the R&W Indemnification Cap, the liability of Seller for Damages, whether pursuant any Loss incurred by any Buyer Indemnified Party under Section 11.2(i) shall be equal to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen eighty percent (1580%) of the Purchase Price; providedLoss incurred by such Buyer Indemnified Party. Notwithstanding the foregoing provisions of this Section 11.3(a), the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until limitation on liability, the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), R&W Indemnification Cap and the Seller Basket Amount shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims arising under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b‎11.1(i) or Section 7.2(c), 11.2(i) resulting from the intentional misrepresentation or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach fraud by Seller of any covenant or obligationthe indemnifying party. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the The liability of Purchaser Buyer for Damagesany Loss incurred by any Seller Indemnified Party under Section 11.1(iii) (i.e., whether pursuant for Retained Liabilities), shall be equal to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen twenty percent (1520%) of the Purchase Price; providedLoss incurred by such Seller Indemnified Party. (c) The liability of Seller for any Loss incurred by any Buyer Indemnified Party under Section 11.2(iii) (i.e., for Retained Liabilities), shall be equal to eighty percent (80%) of the Loss incurred by such Buyer Indemnified Party. (d) The parties recognize that the Seller Indemnities Indemnified Parties and the Buyer Indemnified Parties may have the ability to seek indemnification for an indemnifiable claim under multiple subsections in Section 11.1 (with respect to indemnification sought by Seller Indemnified Parties) or Section 11.2 (with respect to indemnification sought by Buyer Indemnified Parties). A Seller Indemnified Party and a Buyer Indemnified Party shall not be entitled have sole discretion to make select which subsection(s) it seeks indemnification for an indemnifiable claim. By way of example, a Medicare recoupment claim against a Buyer Indemnified Party that qualifies as (i) a claim for indemnification indemnity under Section 7.3 hereof unless 11.2(i) as a breach of the representation and until the aggregate Damages suffered warranty in Section 3.8 or incurred (ii) a claim for indemnity under Section 11.2(iii) as a Retained Liability may be brought by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000Buyer Indemnified Party under Section 11.2(iii) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to there is no monetary limit on indemnification obligations or time limitation on bringing such claim for indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything The indemnification provided for in Section 9.2(a)(i) and Section 9.2(a)(ii) shall not apply unless and until the aggregate Buyer Losses for which Buyer seeks or has sought indemnification hereunder, as stated in one or more claim notices, exceed a cumulative aggregate of $[***] (the “Basket”), in which case the right to recover Buyer Losses shall apply to the contrary in this Article VIIfull amount of the Basket, and in no event shall the aggregate liability of Seller for Damages, whether Buyer Losses pursuant to indemnification of Sections 9.1(a)(i) and (ii) exceed $[***] (the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price“Buyer’s Cap”); provided, however, that neither the Purchaser Indemnities Basket, nor the Buyer’s Cap, shall apply to any indemnification claim (i) involving fraud or willful misrepresentation on the part of Seller, (ii) based upon a breach of Sections [***], or (iii) under Section [***] (b) The indemnification provided for in Section 9.2(b)(i) and (ii) shall not be entitled to make a claim for indemnification under Section 7.2 hereof apply unless and until the aggregate Damages suffered Seller Losses for which Seller seeks or incurred by has sought indemnification hereunder, as stated in one or more claim notices, exceed the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that Basket, in which case the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)right to recover Seller Losses shall apply to the full amount of the Basket, and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the aggregate liability of Purchaser Buyer for Damages, whether Seller Losses pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, Sections 9.2(b)(i) and (ii) exceed in the aggregate more than fifteen percent $[***] (15%) of the Purchase Price“Seller’s Cap”); provided, however, that neither the Seller Indemnities Basket nor the Seller’s Cap shall not be entitled apply to make any indemnification claim (i) involving fraud or willful misrepresentation on the part of Buyer, (ii) based upon a claim for indemnification breach of Sections [***], or (iii) under Section 7.3 hereof unless and until [***]. (c) Nothing in this Agreement shall (i) limit the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach right of any obligation of Purchaser in Article V or Article VIParty to seek specific performance of, or equitable relief with respect to, another Party with respect to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional a breach by Purchaser of any covenant or obligationagreement set forth in this Agreement or (ii) be deemed a waiver by any Party to this Agreement of any right or remedy which such Party may have at law or in equity based on any claim of fraud.

Limitations. (a) Notwithstanding anything to the contrary in this Article VIIforegoing, in no event shall the Seller's liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed 10.2 will be subject to the following limitations: (i) Basket. The Purchaser acknowledges that the Seller has not been active in the aggregate more than fifteen percent (15%) day to day management of the Purchase Price; providedCompany, and, to such extent, the Seller may not have actual knowledge regarding certain matters with respect to which representations and warranties are being made. The Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless further acknowledges that it is entering into an agreement with Ken Hurst, Henry Mutz and until Ch▇▇▇ ▇'▇▇▇nor ▇▇ ▇▇▇▇▇▇e the aggregate Damages suffered or incurred by ▇▇▇▇ining outstanding capital stock of the Purchaser Indemnitees exceed Five Hundred Thousand Dollars Company ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible"Shareholder Agreement"), and such agreement contains identical representations and warranties with respect to the Company. The Purchaser hereby agrees that it will exhaust all remedies for a breach of representation or warranty contained in the Shareholder Agreement prior to pursuing its rights hereunder and Buyer shall provide notice to Seller of any claim submitted to the Shareholders pursuant to this section. The Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this any losses described in Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 10.2 above unless and until the aggregate Damages suffered or incurred by amount of all such losses described in such section exceeds $600,000, after which point the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed shall be obligated, to the extent required by Section 10.2, to indemnify the Purchaser for all such amounts incurred in excess of such amount; provided, however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser basket shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for any misrepresentation or breach of warranty committed by Seller and relating to the matters described or materials provided by Seller in connection with Sections 8.1(b), 8.1(c), 3.1 to 3.4, inclusive, 3.34, and 5.3 to 5.5, inclusive. (ii) Cap. Notwithstanding the foregoing, the maximum amount of indemnification payable by Seller in no event shall exceed the net cash consideration paid to Seller under this Agreement, which consists of the Note payments minus any obligation of Purchaser in Article V amounts paid to Planned Financial Solutions pursuant to Section 3.33 or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationthe related Agency Agreement.

Limitations. The following limitations shall apply to the foregoing indemnification obligations: (a) Notwithstanding anything to All claims for indemnification arising out of a breach of a representation or warranty shall be made on or before the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification expiration date of the Purchaser Indemnities pursuant to Section 7.2 hereof applicable survival period for such representation or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation.warranty; (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser All claim for Damages, whether pursuant to indemnification arising out of the Seller Indemnities pursuant failure to Section 7.3 hereof perform an obligation required to be performed under this Agreement shall be made on or otherwise, exceed in before the aggregate more than fifteen percent (15%) third anniversary of the Purchase Pricedate when such agreement was to be performed and completed; providedand (c) Neither Bentley, the Seller Indemnities Stockholders nor Innovatech shall not be entitled to make a claim for indemnification under Section 7.3 hereof unless and on account of breach or inaccuracy of representations or warranties until the aggregate Damages suffered or incurred amount of their respective claims exceeds CDN$275,000 (the "Threshold") but only to the extent that such claims exceed the Threshold. No Threshold shall apply with respect to the representations made in Sections 7.1, 7.2, 7.3, 7.6 and 7.7(a) and (b) and Section 8.1(b). The Threshold shall be reduced by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach full amount of any shortfalls, if any, in the Canadian tax credits realized by HMR below the amounts reflected in its financial statements. (d) In measuring Bentley's damages, account shall be taken of Bentley's 25% ownership of HMR's Class A shares prior to the Closing. (e) The liability of an Indemnifying Party (other than Bentley and Newco) shall be limited to the portion of the applicable Purchase Price received by each such Indemnifying Party. (f) A Stockholder's or Innovatech's indemnification obligation may, at its or his election, be satisfied by delivery of Purchaser shares of Buyer Stock or Exchangeable Shares, as the case may be, having a fair market value equal to the amount of the indemnification obligation. For purposes of this paragraph only, the fair market value of shares of Buyer Stock or Exchangeable Shares as the case may be, shall be the then fair market value thereof, as determined in Article V good faith by Bentley's Board of Directors but not less than US$14.58 per share of Buyer Stock or Article VIExchangeable Shares, or as applicable (subject to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6appropriate adjustments for stock splits, or any intentional breach by Purchaser of any covenant or obligationrecapitalizations and similar events).

Limitations. (a) Notwithstanding anything Except with respect to claims (i) based on actual fraud or (ii) made pursuant to Section 6.2(b) or Article IX, the rights of the Indemnified Parties under this Article VI 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 contrary in transactions that are the subject of this Article VIIAgreement. Without limiting the generality of the foregoing sentence, in no event shall the liability of Seller for DamagesBuyer, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof its successors or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not permitted assigns be entitled to make a claim for indemnification or seek rescission of the transactions consummated under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationAgreement. (b) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in no event each of the following six limitations shall apply: (i) the aggregate liability of Purchaser Seller for the sum of all Damages under this Article VI shall not exceed an amount equal to $7,000,000, except in the case of any Damages resulting from, relating to or constituting any misrepresentation or breach of warranty by Seller with respect to Sections 2.2, 2.9 or Article IX, for which the aggregate liability of Seller for the sum of all such Damages, whether pursuant to indemnification of the together with all other Damages for which Seller Indemnities pursuant to Section 7.3 hereof or otherwisemay be liable under this Agreement, shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be entitled to make a ; (ii) no individual claim or series of related claims for indemnification under Sections 6.1(a) or 6.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $5,000; (iii) Seller shall be liable under clause (a) of Section 7.3 hereof unless and until 6.1 for only that portion of the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars under clause (a) of Section 6.1 which exceeds $500,000) 600,000 (it being understood and agreed that Seller shall not be liable, in any event, for the Five Hundred Thousand Dollars (first $500,000) is intended as a deductible600,000 of said Damages), except in the case of any Damages resulting from, relating to or constituting any misrepresentation or breach of warranty by Seller with respect to Section 2.9, Article IX and Purchaser the first sentence of Section 2.2(b); (iv) the amount of any Damages for which indemnification is provided under this Article and Article IX shall be calculated net of any associated accruals or reserves reflected on the books of SRT and Nicolet as of January 1, 2000 or a related accrual or reserve created thereafter in the Ordinary Course of Business; (v) Seller shall not be liable for the first Five Hundred Thousand Dollars any Damages under this Article VI resulting from, relating to or constituting any misrepresentation or breach of warranty in clauses ($500,000i) and (iii) of Section 2.17(b) unless the noncompliance or absence of a permit, license or approval that causes such misrepresentation or breach of warranty comes to Buyer's attention in the Ordinary Course of Business or is brought to Buyer's attention by a Governmental Entity (other than as a result of a voluntary disclosure by Buyer that is not required by Environmental Law or made in response to an inquiry by a Governmental Entity); and (vi) Seller shall not be liable for any Damages under this Article VI resulting from, relating to or constituting any misrepresentation or breach of warranty in clauses (i) and (ii) of Section 2.17(c) unless (A) in the case of clause (i) of Section 2.17(c), either such claim that causes such misrepresentation or breach of warranty comes to Buyer's attention from a third party (other than an Affiliate of Buyer and other than as a result of a voluntary disclosure by Buyer that is not required by Environmental Law or made in response to an inquiry by a Governmental Entity) or the environmental condition of the property referred to in clause (i) of Section 2.17 (c) comes to Buyer's attention in the Ordinary Course of Business and is such that the investigation or remediation of a Release of Materials of Environmental Concern is required by applicable Environmental Law or (B) in the case of clause (ii) of Section 2.17(c), the claim that causes such misrepresentation or breach of warranty is brought to Buyer's attention by a third party (other than an Affiliate of Buyer and other than as a result of a voluntary disclosure by Buyer that is not required by Environmental Law or made in response to an inquiry by a Governmental Entity); PROVIDED, HOWEVER, that the foregoing limitations shall not apply to (A) (I) a claim described in paragraphs (b) through (f) of Section 6.1, (II) any liability, including without limitation Tax liability, resulting from or relating to any act or omission of Seller in connection with the repayment and/or cancellation of the SRT Promissory Note on or prior to the Closing or (III) a failure by Seller to comply with the agreement by Seller in Section 10.11, for which, in the case of each of the foregoing clauses (I), (II) and (III), the aggregate liability of Seller for the sum of all such Damages, together with all other Damages for which Seller may be liable under this Agreement, shall not exceed the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VIPurchase Price, or to claims under Section 7.3(c(B) or Section 7.3(g(I) or to matters arising a claim described in respect paragraphs (b) through (f) of Section 4.4 or 4.66.2, for which the aggregate liability of Buyer for the sum of all such Damages, together with all other Damages for which Buyer may be liable under this Agreement, shall not exceed the Purchase Price, or (II) any intentional breach liability or Damages suffered by Purchaser Seller resulting from or relating to any Deferred Items, including without limitation liability arising from the failure of any covenant or obligationBuyer to comply with the agreements by Buyer in Section 1.4.

Limitations. Notwithstanding Sections 10.1 and 10.2 hereof, the rights of the parties to be indemnified and held harmless under this Agreement shall be limited as follows: (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller No claim for Damages, whether pursuant to indemnification of the Purchaser Indemnities indemnity by a Buyer Indemnified Party pursuant to Section 7.2 10.1(a) hereof or otherwiseshall be made unless and until, exceed in and only to the extent that, the aggregate more than fifteen percent dollar amount of all such claims shall have exceeded $110,000, and after such amount has been exceeded the Buyer Indemnified Party shall be indemnified for all such Losses back to the first dollar; (15%b) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a No claim for indemnification under indemnity by a Seller Indemnified Party pursuant to Section 7.2 10.2(a) hereof shall be made unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars (dollar amount of all such claims shall have exceeded $500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)110,000, and after such amount has been exceeded the Seller Indemnified Party shall not be liable indemnified for all such Losses back to the first Five Hundred Thousand Dollars dollar; ($500,000c) 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 The maximum aggregate liability of any obligation of Seller in Article V or Article VI, or party for indemnification claims made pursuant to claims under Section 7.2(b10.1(a) or Section 7.2(c), 10.2(a) hereof shall be limited to the Purchase Price. No claim pursuant to Section 10.1(a) and Section 10.2(a) may be asserted under this Agreement unless either (i) the party making the claim gives the party against whom the claim is to be made notice of such claim before the end of the applicable survival period or (ii) the party against whom the claim would be made has actual knowledge of the facts which are the basis of the claim. The liability of a party with respect to matters arising any claim pursuant to Section 10.1 or Section 10.2 hereof shall be offset dollar for dollar by (i) any insurance proceeds received by the Indemnitee after the Effective Time in respect of Sections 3.5the Losses involved, 3.6,. 3.7, or 3.15, or and (ii) any intentional breach other recovery made by Seller of the Indemnitee from any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification third party on account of the Losses involved. Buyer agrees that before any indemnity obligations can be sought against Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) GEO for a breach of the Purchase Price; provided, the Seller Indemnities shall not be entitled to representations and warranties set forth in Section 5.7(a) or Section 5.8 of this Agreement Buyer must make a claim under its title insurance policy and only pursue Seller or GEO for indemnification damages in excess of the amounts recovered under Section 7.3 hereof unless and until such title insurance policy. Nothwithstanding the aggregate Damages suffered or incurred by foregoing sentence, the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as survival period for indemnity for a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c5.7(a) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation5.8 shall be tolled while Buyer pursues claims under its title insurance policy.

Limitations. (a) Notwithstanding anything The aggregate Liability of Novartis for all Claims of Purchaser Indemnitees under Clause 15.1(a) (other than those based upon, resulting from, arising out of or relating to the contrary in this Article VII, in no event Clause 12.1(j)) shall the liability of Seller for Damages, whether pursuant be limited to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent [***] (15%b) of the Purchase Price; provided, the Purchaser Indemnities Novartis shall not be entitled to make a claim liable for indemnification any Claim of Purchaser Indemnitees under Section 7.2 hereof Clause 15.1(a) unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars amount of all Losses in respect of indemnification under Clause 15.1 ($500,000a) (it being understood and agreed that other than those based upon, resulting from, arising out of or relating to the Five Hundred Thousand Dollars Specified Representations) exceeds [***] ($500,000) is intended as a deductiblethe “Seller Indemnification Threshold”), and only the Losses in excess of the Seller Indemnification Threshold shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationrecoverable hereunder. (bc) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability The aggregate Liability of Purchaser for Damages, whether pursuant to indemnification all Claims 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 under Clause 15.2(a) shall be limited to [***]. ($500,000d) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for any Claim of Seller Indemnitees under Clause 15.2(a), unless and until the first Five Hundred Thousand Dollars ($500,000) aggregate amount of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising all Losses in respect of Section 4.4 indemnification under Clause 15.2(a) exceeds [***] (the “Purchaser Indemnification Threshold”), and only the Losses in excess of the Purchaser Indemnification Threshold shall be recoverable hereunder. (e) In no event shall Purchaser or 4.6Novartis be liable in connection with this Agreement or the transactions contemplated hereby for any Losses that are punitive, incidental, consequential, special or any intentional breach by Purchaser indirect, including breaches of any covenant or obligationthe confidentiality provisions in Clause 17.

Limitations. (aBuyer’s obligations under Section 10.2(a) Notwithstanding anything shall be subject to the contrary in this Article VIIfollowing limitations: (i) Buyer shall not have any liability for Losses under subclause (i) of Section 10.2(a) for any individual item, in no event shall the liability or group of Seller for Damages, whether pursuant to indemnification items arising out of the Purchaser Indemnities pursuant same or similar condition or circumstance, where the Losses related thereto for which Buyer would otherwise be required to Section 7.2 hereof or otherwiseprovide indemnification are less than $5,000, exceed in the aggregate more than fifteen percent and no Losses related thereto shall be aggregated for purposes of subclause (15%ii) of the Purchase Price; provided, the Purchaser Indemnities this Section 10.2(b); (ii) Buyer shall not be entitled to make a claim have any liability for indemnification Losses under subclause (i) of Section 7.2 hereof 10.2(a) unless and until the aggregate Damages suffered or incurred by of all Losses related thereto for which Buyer would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to Ninety Thousand Dollars ($90,000), at which point Buyer, subject to the Purchaser Indemnitees other provisions of this Section 10.2(b), shall indemnify Seller Indemnified Parties for such Losses, but only to the extent such Losses exceed Five Ninety Thousand Dollars ($90,000); (iii) Buyer shall not have any liability for Losses under subclause (i) of Section 10.2(a) to the extent the aggregate amount of Losses related thereto for which Buyer would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to Two Million Four Hundred Thousand Dollars ($500,0002,400,000); and (iv) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Buyer shall not be liable have any liability for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims Losses under Section 7.2(a10.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to following the contrary in this Article VII, in no event shall date that is eighteen months after 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 PriceClosing Date; provided, however, that (A) there shall be no time limitation on any claim brought for breaches of those representations and warranties set forth in Sections 5.1 and 5.2; (B) the time limit for any claim brought for breaches of those covenants the performance of which extends beyond the Closing Date shall be the later of 90 days after the expiration of the respective terms of performance of such covenants or the date that is eighteen months after the Closing Date, provided that, for the avoidance of doubt, without limitation, the terms of performance by Buyer under Sections 7.2, 7.3 and 7.4 shall extend longer than eighteen months after the Closing Date; and (C) Seller Indemnities shall not be entitled preserve its right to make pursue 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 ($500,00010.2(a) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as with respect to a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for particular breach of any obligation a representation or warranty or covenant if Seller, prior to the expiration of Purchaser in Article V or Article VIthe applicable period, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationdelivers a notice that constitutes an Indemnification Notice.

Limitations. (a) Notwithstanding anything to the contrary contained in this Article VIIAgreement, in 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 the liability of Seller for Damages, whether pursuant be required under Section 12.1(a) with respect to indemnification any Loss or Expense which any of the Purchaser Indemnities 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 be liable for any such Losses or Expenses to the extent that the aggregate amount of such Losses and Expenses exceeds the Deductible, and then only with respect to Losses or Expenses incurred in excess of such amount. Notwithstanding anything to the contrary herein, any Losses or Expenses which would otherwise be subject to indemnification by Seller and Parent pursuant to Section 7.2 hereof 12.1(a) relating to any single breach or otherwiseseries of related breaches by Seller or Parent shall not constitute “Losses” or “Expenses” for the purposes hereof, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities and therefore shall not be entitled applied toward the Deductible or be indemnifiable hereunder, unless such Losses and Expenses relating to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered any single breach or incurred by the Purchaser Indemnitees series of related breaches exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation10,000. (b) Notwithstanding anything Except with respect to the contrary in Sections 2.1, 2.2(a), 2.2(b)(i), 2.5, 2.9 and 2.11 to which this Article VIISection 12.4(b) shall not apply, in no event shall the liability of Purchaser for Damages, whether pursuant and except with respect 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; providedSections 2.12 and 2.17, the Seller Indemnities maximum aggregate amount of Losses and Expenses against which the Purchaser Indemnified Parties shall not be entitled to make a claim for indemnification be indemnified under Section 7.3 hereof unless 12.1(a) with respect to all claims thereunder shall be an amount equal to $25,000,000. The maximum aggregate amount of Losses and until Expenses against which the Purchaser Indemnified Parties shall be entitled to be indemnified under Section 12.1(a) with respect to all claims thereunder relating to Sections 2.12 and 2.17 shall be an amount equal to $120,000,000. For the avoidance of doubt, the aggregate Damages suffered or incurred by the indemnification for which Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000and Parent are obligated under Section 12.1(a) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductibleother than with respect to Sections 2.1, 2.2(a), 2.2(b)(i), 2.5, 2.9 and Purchaser 2.11 to which this Section 12.4(b) shall not be liable for the first Five Hundred Thousand Dollars apply) shall not exceed $120,000,000. ($500,000c) of Damages for which the Seller Indemnities are entitled to indemnification. HoweverNO PARTY SHALL BE LIABLE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VIPUNITIVE OR EXEMPLARY DAMAGES WHETHER BASED ON CONTRACT, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6TORT, or any intentional breach by Purchaser of any covenant or obligationSTRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT FROM ANY OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER 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) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of the Seller for Damages, whether pursuant Damages under Section 6.1 shall not exceed and shall be limited to indemnification $300,000 plus the lesser of (A) the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent Fair Market Value (15%as defined below) of the Purchase Price; providedStock Consideration as of the date a potential indemnification claim is made, or (B) the Purchaser Indemnities value of the Stock Consideration at the Exchange Price on the Closing Date, and (ii) the Seller shall not be entitled to make a claim for indemnification liable under Section 7.2 hereof 6.1 unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees for which it would otherwise be liable exceed Five Hundred Thousand Dollars $1,000 ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and at which point the Seller shall not be become liable for the first Five Hundred Thousand Dollars (aggregate Damages including the $500,000) of Damages for which 1,000); provided, that, the Purchaser Indemnities are entitled to indemnification. However, limitations set forth in this Section 7.6 will sentence shall not apply to claims under Section 7.2(aa claim pursuant to Sections 6.1(a) for and/or 6.1(b) relating to a breach of any obligation the representations and warranties set forth in Sections 2.1 or 2.2 (or the portion of the Seller in Article V or Article VI, Certificate relating thereto) or to claims under a breach of the covenants set forth in Sections 5.2 and 5.3. For purposes of this Section 7.2(b6.5, the term Fair Market Value shall mean the average closing price of the Buyer’s Common Stock as reported on the American Stock Exchange (or such successor securities exchange or market on which the Common Stock is then traded) or Section 7.2(c), or over the twenty (20) consecutive trading days ending two (2) business days prior to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationthe date an indemnification claim is made. (b) Notwithstanding anything to the contrary in this Article VIIherein, in no event shall (i) the aggregate liability of Purchaser the Buyer for Damages, whether pursuant Damages under Section 6.2 shall not exceed and shall be limited 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, and (ii) the Seller Indemnities Buyer shall not be entitled to make a claim for indemnification liable under Section 7.3 hereof 6.2 unless and until the aggregate Damages suffered or incurred by for which it would otherwise be liable exceed $1,000 (at which point the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be become liable for the first Five Hundred Thousand Dollars (aggregate Damages, including the $500,000) 1,000). For purposes solely of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or all representations and warranties of the Buyer in Article III 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. (c) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under Section 7.3(c) this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or Section 7.3(g) relating to any misrepresentation, breach of warranty or failure to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of perform any covenant or obligationagreement contained in this Agreement.

Limitations. Except with respect to the representations set forth in Sections 3.1(d) and the matter set forth in Section 7.1(c) neither party (aconsidering Purchaser as a party and the Stockholders, collectively, as a party) shall be required to indemnify the other party pursuant to this Article 7 until Damages incurred or suffered by such party, individually, with respect to a single claim for indemnification, or in the aggregate, with respect to multiple claims for indemnification, exceed $300,000, at which point the Indemnifying Party shall be responsible to the Indemnified Party for all Damages. Notwithstanding anything to the contrary contained herein, in the absence of intentional fraud, the aggregate amount of indemnification claims that either party may assert against the other pursuant to this Article VII7 shall not exceed $5,000,000, except for claims by Purchaser against the Stockholders relating to the matters covered by Sections 3.1(d), 3.1(h), 3.1(t) and 7.1(c) hereof (the "Excluded Matters"), as to which the foregoing limitation will not apply; PROVIDED, HOWEVER, that such limitation will apply to claims relating to the Excluded Matters solely to the extent that prior to the Closing the Stockholders notify Purchaser in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities writing pursuant to Section 7.2 4.4 hereof of a breach or otherwisebreaches of the representations contained in Sections 3.1(d), (h) and (t) that individually, or in the aggregate, exceed $5,000,000, in which case, following the Closing, the aggregate more than fifteen percent (15%) amount of indemnification claims that Purchaser may assert against the Purchase Price; provided, the Purchaser Indemnities Stockholder solely with respect to such breaches shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification5,000,000. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary contained herein, the amount of Damages in this Article VII, in no event shall respect of Taxes that Purchaser may recover against the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities Stockholders 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c7.1(a) or Section 7.3(g7.1(b) or to matters arising in respect shall be reduced by the sum of Section 4.4 or 4.6(i) $76,000 and (ii) tax benefits (as calculated below) realized by any of the Companies, the Purchaser or any intentional breach affiliate (the "Benefitted Party") attributable to or relating to the payment referred to in Section 1.3(i)(B) hereof and payments of original issue discount in connection with satisfaction of indebtedness with respect to which the Warrants were issued. For purposes of this Section 7.5, the tax benefits received by the Benefitted Party are calculated as follows: the excess of the Benefitted Party's liability for federal income taxes for the period in which the deductions, losses or credits are claimed or deducted, computed without regard to such deductions, losses or credits, over the Benefitted Party's liability for federal income taxes in such period, computed by taking such deductions, losses or credits into account. In the event the Benefitted Party does not fully realize such tax benefit for the year in which the deductions, losses or credits are deducted or claimed, then the foregoing computation shall be applied with respect to any other applicable period. In the event that a tax benefit is realized hereunder after payment of Damages by the Stockholders, Purchaser shall promptly following filing of any covenant Tax Return in which such tax benefit is realized pay the amount of such tax benefit to the Stockholders. If the Internal Revenue Service disallows a deduction, loss or obligationcredit which was taken into account in computing tax benefits hereunder and such disallowance is sustained after commercially reasonable efforts to contest same at the IRS administrative levels, then the amount, if any, by which Purchaser's claim for Damages was reduced by such disallowed tax benefit shall be promptly repaid by the Stockholders to the Purchaser.

Limitations. Neither the Buyer on the one hand, nor Sellers, on the other hand, shall be liable under Section 6.2(a)(i) or Section 6.2(b)(i), respectively, for any Losses unless and until the aggregate amount of all such Losses otherwise due to an Indemnified Party with respect to a claim or claims exceeds an accumulated total of $250,000, and thereafter the total amount of all such Losses in excess of such $250,000 shall be indemnifiable; provided, however that this sentence shall not be applicable to Losses suffered, incurred or paid, directly or indirectly, as a result of, in connection with or arising out of the failure of the representations and warranties made by Sellers in Section 2.27. Sellers shall not be liable under Section 6.2(a)(i) for any Losses suffered, incurred or paid, directly or indirectly, as a result of, in connection with or arising out of the failure of the representations and warranties made by Sellers in Section 2.27 unless and until the aggregate amount of all such Losses otherwise due to an Indemnified Party with respect to a claim or claims exceeds an accumulated total of $500,000, and thereafter the total amount of all such Losses in excess of such $500,000 shall be indemnifiable. Neither (a) the aggregate liability of the Sellers under Section 6.2(a)(i), nor (b) the aggregate liability of the Buyer under Section 6.2(b)(i), shall in any event exceed $7,500,000, respectively. Notwithstanding anything in this Agreement (except for the last two sentences of this Section 6.6) and/or the Related Agreements to the contrary in this Article VIIcontrary, in no event shall any Seller be liable under Section 6.2(a)(i) for an amount that exceeds the liability aggregate amount of the consideration received by such Seller under Section 4.2. In no event shall any party be liable for Damagesany incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues and loss of business, whether pursuant foreseeable or not). The limitations set forth in this Section 6.6 shall not apply with respect to indemnification the representations and warranties contained in Sections 2.1, 2.2, 2.3, 2.5(c), 2.13, 2.19, 2.24, 2.28, 2.29, 3.1, 3.2 and 3.6. For the avoidance of doubt, the Purchaser Indemnities limitations set forth in this Section 6.6 shall also not apply to Losses indemnifiable pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b6.2(a)(ii) or Section 7.2(c6.2(b)(ii), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) Notwithstanding anything Seller shall not have any obligation to indemnify the contrary Buyer Indemnitees from and against any Damages under Section 8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in this Article VII, in no event shall the liability excess of Seller for Damages, whether pursuant to indemnification one percent (1%) of the Purchaser Indemnities pursuant Purchase Price (after which point Seller will be obligated to Section 7.2 hereof or otherwise, indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase PricePrice except in the case of fraud or intentional misrepresentation; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed however, that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible)foregoing thresholds, deductibles and the Seller limitations shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach any indemnification provided by Seller arising out of any obligation of Seller in Article V or Article VI, or Title Defects subject to claims under Section 7.2(b6.11(b) or Section 7.2(c6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or to matters arising the representations and warranties in respect of Sections 3.53.1, 3.6,. 3.73.2 , or 3.153.9, or any intentional breach by Seller of any covenant or obligation3.17, and 3.22. (b) Notwithstanding anything Buyer shall not have any obligation to indemnify the contrary Seller Indemnitees from and against Damages under Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in this Article VII, in no event shall the liability excess of Purchaser for Damages, whether pursuant to indemnification one percent (1%) of the Purchase Price (after which point Buyer will be obligated to indemnify the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed in the aggregate more than fifteen percent (15%) of the Purchase PricePrice except in the case of fraud or intentional misrepresentation; provided, however, that the Seller Indemnities foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 4.1, 4.2 and 4.6. (c) The rights of the Indemnified Parties under this Article VIII shall be entitled the exclusive remedy of the Indemnified Parties with respect to make any and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provision of this Agreement, nothing herein shall limit any claim of any Party for remedies at law or in equity for fraud or intentional misrepresentations. (d) The amount of Damages recoverable by an Indemnified Party under this Article VIII shall be reduced by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, following a determination that the Indemnifying Party is obligated to indemnify the Indemnified Party pursuant to Sections 8.1(a) or 8.2(a), and subject to the deductible amounts set forth in Sections 8.5 (a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter of a claim for indemnification under Section 7.3 hereof unless hereunder, each representation and until warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to the aggregate Damages suffered term(s) “material” or incurred by “Material Adverse Effect” in each instance where the Seller Indemnitees exceed Five Hundred Thousand Dollars effect of including such term(s) would be to make such representation and warranty less restrictive ($500,000as if such words and surrounding related words (e.g., “reasonably be expected to,” “could have” and similar restrictions and qualifiers) (it being understood were deleted from such representations and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductiblewarranty), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. (a) The Indemnitors shall not be required to make any indemnification payment pursuant to Section 10.02(a) or Section 10.02(b) for any inaccuracy in or breach of any of the representations and warranties set forth in Article 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, have been determined to exceed an amount equal to $4,000,000 (the “Deductible”) in the aggregate (it being understood that if the total amount of such Damages have been determined to exceed the Deductible, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for such Damages that are in excess of the Deductible). (b) The maximum liability of the Indemnitors under Section 10.02 shall be equal to the Indemnity Escrow Fund; provided, however, that the Major Stockholders shall be jointly and severally liable for indemnifiable Damages in excess of the Indemnity Escrow Fund, up to an amount, in the aggregate and together with all other indemnifiable Damages paid or payable by all Indemnitors, equal to the Indemnity Cap. (c) Notwithstanding anything to the contrary contained herein, (x) the limitations set forth in Sections 10.03(a) and 10.03(b) shall not apply to any claim for indemnification made pursuant to: (i) Sections 10.02(a) or 10.02(b), in each case, to the extent such claim arises from or is a result of or directly or indirectly connected with, any fraud of the Company or any of its Representatives (whether or not such actions have been authorized) or any breach of a Fundamental Representation; (ii) Section 10.02(c); (iii) Section 10.02(d); (iv) Section 10.02(e); or (v) Section 10.02(f); and (y) the limitations set forth in Section 10.03(a) shall not apply to any claim for indemnification made pursuant to Section 10.02(g); provided, however, that the maximum liability of the Indemnitors with respect to breaches of the representations and warranties set forth in Section 3.23 shall not, in the aggregate and together with all other indemnifiable Damages, exceed $50,000,000; provided, further, that the maximum liability of the Indemnitors with respect to breaches of the representations and warranties set forth in Section 3.21 and the rights of indemnification set forth in Section 10.02(f) shall not, in the aggregate and together with all other indemnifiable Damages, exceed $200,000,000; and provided, further, that the maximum liability of each Indemnitor under this Agreement or with respect to the transactions contemplated hereby shall not, in the aggregate, exceed the amount of Aggregate Merger Consideration actually received by such Indemnitor. (d) The amount of any Damages subject to indemnification under Section 10.02 shall be calculated (i) net of any insurance proceeds actually received by any Indemnitee from any third-party insurer in connection with such Damages (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) or indemnity or contribution amounts received from any third parties in connection with such Damages (net of any applicable costs of recovery or collection thereof); and (ii) net of any Loss Tax Benefit actually realized by any Indemnitee on account of the incurrence of such Damages. For purposes hereof, “Loss Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid, determined on a with and without basis, to the extent actually realized in the same Tax year as such Damages are realized or in the subsequent Tax year. If any Indemnitee recovers amounts from any third party with respect to such Damages after indemnification is made to it by the Indemnitors, the Indemnitee shall promptly pay to the Indemnitors that made such indemnification payment the amount of such third party recovery at such time or times as and to the extent that such amount is actually received by the Indemnitee. (e) No Indemnitee shall be entitled to double recovery for any adjustments to consideration provided for hereunder or for any indemnifiable Damages even though such Damages, or any other incident, may have resulted from the breach of more than one of the representations, warranties and covenants, or any other indemnity, in this Agreement. No Indemnitee shall be entitled to indemnification hereunder for any Damages (including any Damages arising from a breach of any representation, warranty, covenant or agreement set forth herein) (and the amount of any such Damages incurred shall not be included in the calculation of any limitations on indemnification set forth herein) to the extent that the amount of such Damages was accrued as a current liability (but only to the extent so accrued) and included in the calculation of Closing Working Capital or Closing Indebtedness. (f) The indemnification provisions contained in this Article 10 shall be the sole and exclusive remedy following the Closing as to all Damages any Indemnitee may incur arising from or relating to this Agreement, the Merger or the transactions contemplated hereby (it being understood that nothing in this Section 10.03(f) or elsewhere in this Agreement shall affect the parties’ rights to (x) specific performance with respect to the covenants referred to in this Agreement or to be performed after the Closing or any rights arising out of claims Parent or the Surviving Corporation may have under the Letters of Transmittal delivered pursuant to Section 2.08) or (y) to pursue claims for fraud (without duplication for any Damages recovered pursuant to the indemnification provisions of this Article 10). (g) Notwithstanding anything to the contrary in this Article VIIAgreement, the Company does not make any representation or warranty as to the existence, amount or availability of (A) any net operating loss carryovers of the Acquired Companies arising in a Pre-Closing Tax Period or (B) amortization deductions arising as a result of the liquidation of PGT Phototonics S.p.A. and related transactions, in no event shall each case to the extent such carryovers or deductions would affect the Tax liability of Seller for Damages, whether pursuant to indemnification any of the Purchaser Indemnities pursuant to Section 7.2 hereof Acquired Companies for any taxable period (or otherwise, exceed in portion thereof) beginning after the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligationClosing Date. (b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages, whether pursuant to indemnification of the Seller Indemnities pursuant to Section 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However, this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

Limitations. The rights to indemnification under this Article IX shall be subject to the following limitations: (a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a Any claim for indemnification under this Article IX shall be made by giving notice to the Shareholders Representative. Any such notice (i) with respect to claims under Section 7.2 hereof unless 9.01(a) (other than for breaches of Section 3.17) or Section 9.01(b) must be given on or prior to December 27, 2012, and (ii) with respect to claims under Section 9.01(c) and for breaches of Section 3.17 brought under Section 9.01(a) must be given on or prior to the fifth (5th) anniversary of the Closing Date. (b) Any claim for indemnification under this Article IX given after the abovementioned dates or time periods will have no effect. (c) No request to indemnify any Buyer Indemnified Party under Section 9.01 may be made until the aggregate Damages suffered or incurred by sum of the Purchaser Indemnitees Losses as to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.01 of this Agreement exceed Five Hundred Thousand and 00/100 Dollars ($500,000) (it being understood and agreed the “Basket”); provided, that the Basket with respect to an Excluded Liability of the type referred to in clause (b) of Section 9.08 shall be One Million Dollars ($1,000,000), at which point recourse may be made to the General Escrow Amount or the Environmental Escrow Amount, as applicable, for all Losses above the Basket and only if such Loss individually exceeds Twenty-Five Hundred Thousand Dollars ($500,00025,000). (d) is intended as a deductible), and the Seller The aggregate amount of Losses for which indemnification may be made to any Buyer Indemnified Party with respect to this Agreement shall not be liable for the first Five Hundred Thousand exceed Ten Million and 00/100 Dollars ($500,00010,000,000) (the “Cap”). Except as provided in Section 9.08, (i) the aggregate amount of Damages Losses for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or obligation. (b) Notwithstanding anything to the contrary in this Article VII, in no event Buyer Indemnified Parties 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 9.01(a) and until Section 9.01(b) of this Agreement (other than for breaches of Section 3.17 as to which recourse may only be made to the Environmental Escrow Amount) shall not exceed the General Escrow Amount and (ii) the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) amount of Damages Losses for which the Seller Indemnities are Buyer Indemnified Parties shall be entitled to indemnification. However, this Section 7.6(b) will not apply to claims indemnification under Section 7.3(a9.01(c) of this Agreement and for breach breaches of any obligation of Purchaser in Article V or Article VI, or to claims Section 3.17 brought under Section 7.3(c9.01(a) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligationshall not exceed the Environmental Escrow Amount.

Limitations. (a) Notwithstanding anything to the contrary in any other provision of this Article VII10, in no event shall after the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2 hereof or otherwise, exceed in the aggregate more than fifteen percent Closing, (15%i) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller Shareholder shall not be liable for indemnification under Section 10.02 until the first Five Hundred Thousand Dollars ($500,000) aggregate amount of Damages otherwise due to Buyer exceeds on a cumulative basis $100,000 (the “Threshold”); provided however, that once the Damages due from Shareholder to Buyer exceeds the Threshold, Shareholder shall be liable for which all Damages, exceeding such Threshold; and provided further, that the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will Threshold shall not apply to claims Damages arising by reason of or resulting from (A) Tax Claims, and (B) Claims made pursuant to Sections 10.02(a)(ii), (a)(v), (a)(vii) or (a)(viii). (ii) Neither Shareholder nor Buyer shall be liable to the other under Section 7.2(a10.02 for aggregate Damages which are in excess of $2,500,000 (the “General Cap”); provided, however, that the General Cap shall not apply to Damages arising by reason of or resulting from (A) Tax Claims, (B) Claims made pursuant to Section 10.02(a)(i) for breach any misrepresentation or inaccuracy of any obligation of Seller representation or warranty made by Shareholder in Article V or Article VISection 3.20 (Environmental Matters), or to claims under Section 7.2(b) or Section 7.2(c3.03 (Capitalization), or Section 3.04(c) (Subsidiaries), (C) Claims made pursuant to matters arising in respect of Sections 3.5Section 10.02(a)(ii), 3.6,. 3.7Section 10.02(a)(viii), Section 10.02(b)(ii), or 3.15, or any intentional breach by Seller of any covenant or obligation(D) fraud. (biii) 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 the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser Shareholder shall not be liable to Buyer for the first Five Hundred Thousand Dollars aggregate Damages which are in excess of $3,000,000 for ($500,000A) of Damages for which the Seller Indemnities are entitled Claims made pursuant to indemnification. HoweverSection 10.02(a)(vi), this or (B) Claims made pursuant to Section 7.6(b) will not apply to claims under Section 7.3(a10.02(a)(i) for breach Damages arising by reason of or resulting from any misrepresentation or inaccuracy of any obligation of Purchaser representation or warranty made by Shareholder in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation3.20 (Environmental Matters).