Common use of Limitations Clause in Contracts

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

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

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

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

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

Limitations. Notwithstanding paragraph (ai): (A) In Any assignment under paragraph (i) may be made only with the prior written consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof. (B) Unless the Agent and the Borrower otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, no event assignment may be made to any Person that is not an Eligible Assignee. (C) Unless the Agent and the Borrower otherwise consent in writing and except as provided herein, which consent shall not be unreasonably withheld, conditioned or delayed, the Seller or the Acquiror be liable for aggregate Credit Exposure assigned by any Damages Bank shall not exceed 60% of its original Commitment hereunder, as such Commitment may have been reduced from time to time pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap6.4. (bD) Each party agrees Unless the Agent and the Borrower otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, any assignment of a part of a Bank’s Commitment, Advances and other rights and obligations must be in a minimum amount of $10,000,000. No consent of the Borrower that it shall, and would otherwise be required under this subsection (ii) shall cause be required during any period in which an Event of Default exists. No consent of the applicable Indemnitees to, use its Agent or their commercially reasonable efforts to secure payment from insurance policies available and the Borrower that would otherwise be required under this subsection (ii) shall be required in existence that provide coverage connection with respect an assignment by any Bank to any Damages Affiliate of that Bank or to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemniteeanother Bank, as applicable, relating to such claimthat in each case is an Eligible Assignee. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

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

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

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

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

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

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

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

Limitations. Notwithstanding anything in Section 2.1 or elsewhere in this Guaranty to the contrary, (a) In the aggregate liability of Guarantors under this Guaranty shall, in no event shall event, exceed, the Seller or Limitation Amount, plus interest on each amount payable hereunder from the Acquiror be liable for any Damages date such payment by Guarantors hereunder is due and payable pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. clause (b) Each party agrees that of this section (at a per annum rate equal to the Default Rate for Term Loan C if it shallwere bearing interest based upon the Index Rate computed on the basis of 360 days and actual days elapsed), until such payment is received by Agent, and shall cause plus all costs and expenses (including, without limitation, attorneys' and paralegals' fees and expenses) incurred by Agent following either Guarantor's failure to timely satisfy its obligations hereunder, in connection with the applicable Indemnitees toenforcement and collection of the Guarantors' obligations under this Guaranty against the Guarantors and their respective partners and properties, use its or their commercially reasonable efforts to secure (b) each payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Guarantors hereunder shall be reduced due and payable on the tenth (10th) calendar day following the date on which demand for such payment is given by the amount of any insurance proceeds actually paid Agent to the Indemnified Party or the IndemniteeGuarantors, as applicable, relating to such claim. and (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAgent shall not be permitted to demand payment hereunder from Guarantors, CONSEQUENTIALand Guarantors shall not be liable hereunder for any such demanded payment, SPECIAL OR INDIRECT DAMAGESunless the Effectiveness Conditions shall have been satisfied, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.there shall have occurred a draw under the Litigation L/C or the Litigation L/C Obligations shall have been converted to the Term

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

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

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

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

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

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

Limitations. (a) In no event shall Notwithstanding any provision herein to the contrary, the aggregate indemnification obligations of the Seller under Section 7.2(a), other than the indemnification obligations for breaches of the Fundamental Representations of the Seller or breaches of Section 3.7 (Taxes), shall at Closing not exceed One Million Seventeen Thousand Five Hundred Dollars ($1,017,500) (the Acquiror “Cap”); provided, however, that the Cap shall be liable for increased dollar-for-dollar by an amount equal to 10.7% of any Damages cash indefeasibly paid to (or at the direction of) the Seller under the Note. The aggregate indemnification obligations of the Seller with respect to any breaches of Fundamental Representations of the Seller or breaches of Section 3.7 (Taxes) or under Section 7.2(b) or Section 7.2(c) shall not exceed in the aggregate $20,000,000; provided, however, that the Seller shall not be obligated to pay any amount in cash under this Article VII in excess of the amount of cash indefeasibly received by (or on behalf of) the Seller pursuant to Section 11.2(athis Agreement, and any indemnity obligation payable by the Seller under this Article VII in excess of such cash amount shall only be payable by off-set against the Note (including the Escrow Shares) and the Earnout Consideration (the “Fundamental Cap”). To the extent an indemnity claim exceeds the amount of cash indefeasibly paid to (together with any amounts paid at the direction of) the Seller, the Buyer Indemnified Parties’ sole recourse, if any, shall be to off-set against the Note (including the Escrow Shares) and the Earnout Consideration, irrespective of whether or 11.2(b)not outstanding or earned, as applicable; the Seller shall have no liability for any shortfall. For the avoidance of doubt, unless (i) the Seller shall have no obligation to pay an amount in cash more than the cash indefeasibly received by (or on behalf of) the Seller under this Agreement for any indemnity obligation under this Article VII, and (ii) for purposes of this Agreement, the Indemnification Escrow Amount shall be deemed to be cash indefeasibly received by (or on behalf of), and cash indefeasibly paid to, the Seller, and shall therefore be available to fund the Seller’s indemnity obligations under this Article VII in accordance with Section 7.6(b). (b) Notwithstanding any provision herein to the contrary, the indemnification obligations of the Seller under Section 7.2(a), shall not apply to any Loss until the aggregate amount of all such Damages Losses for which indemnification claims that have been asserted under Section 7.2(a) exceeds the aggregate amount of One Hundred Seventy-Five Thousand Dollars ($100,000 175,000) (the “Liability ThresholdDeductible”) (with the determination of whether the Deductible has been reached to include only individual claims or series of related claims which are greater than Fifteen Thousand Dollars ($15,000), such claims being referred to herein as “Qualifying Claims”), in which case the Seller or the Acquirorand then, as applicable, such indemnification obligation shall be liable for apply to all such Damages Losses (but only including Qualifying Claims) in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateDeductible; provided, however, that: (A) for purposes that breaches of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), Fundamental Representations of the Seller or breaches Section 3.7 (Taxes) shall not be liable for all Damages suffered by the Acquiror without regard subject to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimDeductible. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny claims for Losses under Section 7.2 or Section 7.3 must be submitted before 11:59 p.m., CONSEQUENTIALNew York, SPECIAL OR INDIRECT DAMAGESNew York time, INCLUDING BUSINESS INTERRUPTIONon or prior to the date the survival period applicable to the representations and warranties or covenants on which such claim is based expires. In the event a claim for Losses is not given on or prior to the date the survival period for such representation, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYwarranty or covenant expires then such claim for Losses will be irrevocably released and/or waived.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitations. (a) In no event Buyer and Seller shall the Seller or the Acquiror be liable for any Damages pursuant to under Section 11.2(a11.1(i) or 11.2(bSection 11.2(i) (i.e., for misrepresentations and breaches of warranties), as applicable, unless and until the aggregate amount of all such Damages exceeds only when total indemnification claims exceed One Million Dollars ($100,000 1,000,000) (the “Liability ThresholdBasket Amount”), in after which case the Seller Buyer or the AcquirorSeller, as applicable, shall be liable only for all such Damages the amount in excess of the Liability Threshold, and then not Basket Amount. No party shall be liable for any Damages in excess of the then applicable Liability Cap for all claims made under such indemnification pursuant to Section 11.2(a11.1(i) or 11.2(bSection 11.2(i), as applicable, in for any claims for misrepresentations and breaches of warranty which are the aggregate; 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 Seller for indemnification under Section 11.1(i) or Section 11.2(i), respectively, shall be limited to an amount equal to 25% of the Purchase Price (the “Non-Fundamental Cap”). Notwithstanding the foregoing provisions of this Section 11.3, neither the Basket Amount nor the Non-Fundamental Cap shall apply to claims arising under Section 11.1(i) or Section 11.2(i) and as a result of or with respect to (i) breach of the Fundamental Representations, or (ii) intentional misrepresentation or fraud by the indemnifying party, provided, however, that: that indemnification for breaches of the Fundamental Representations shall not exceed the Purchase Price. In respect of any claims pursuant to Section 11.2(i) (A) i.e., for purposes misrepresentations and breaches of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(vwarranties), the Seller first source of recovery shall be liable for all Damages suffered by to pursue any damages under the Acquiror without regard R&W Policy, and no Buyer Indemnified Party shall be entitled to seek damages against Seller pursuant to Section 11.2(i) until the Liability Threshold or Liability Cap; (B) for purposes Buyer Indemnified Party has sought recovery under the R&W Policy. For the avoidance of claims made by the Seller under Section 11.2(b)(iii)doubt, the Acquiror limitations set forth in this Section 11.3 shall be liable for all Damages suffered by not limit or inhibit in any way any Buyer Indemnified Party’s rights or remedies under the Seller without regard R&W Policy. For the avoidance of doubt, the limitations on liability set forth in this Section 11.3 shall not apply to the Liability Threshold claims pursuant to Sections 11.1(ii)-(iv) or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapSections 11.2(ii)-(iv). (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

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

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

Limitations. (a) In no event Neither Transferor nor Transferee shall the Seller or the Acquiror be liable required to indemnify any Indemnified Party for any Damages pursuant to for any breach of a representation or warranty under Section 11.2(a7.2(a)(i) or 11.2(b), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a)(i) exceeds 1% of the Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregatethreshold; provided, however, that: (Athat the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity for breach of a representation or warranty under Section 7.2(a)(i) under this Article VII shall not exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a)(i) for purposes breach of claims made by the Acquiror under Sections 11.2(a)(iiicovenant, Section 7.2(a)(ii), 11.2(a)(iv) or 11.2(a)(vSection 7.2(b), the Seller shall be liable for all fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages suffered by the Acquiror without regard arising out of or relating to the Liability Threshold breach of any Fundamental Representation or Liability Caprepresentation or warranty of Transferor set forth in Section 3.11; (B) provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for purposes Damages arising out of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard or relating to the Liability Threshold breach of the Fundamental Representations or Liability Cap; and (CSection 7.2(b) for purposes of claims made by a party due to shall not exceed the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapPurchase Price. (b) Each party agrees that it shallFor purposes of determining the amount of Damages, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to be indemnified. The amount any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party representation or the Indemnitee, as applicable, relating to such claimwarranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS OF CONTRARY IN THIS AGREEMENT, THE PARTIES HERETO EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL NOT EXTEND TO PUNITIVE DAMAGES OR HAVE ANY LIABILITY TO ANY INCIDENTALPARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL REMOTE, OR INDIRECT SPECULATIVE DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Company Stockholders and Company Optionholders for Damages under this Article VII shall be limited to the Seller or Escrow Cash, Escrow Shares and Escrow Warrants, (ii) the Acquiror Company Stockholders and Company Optionholders shall not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, under this Article VII unless and until the aggregate amount Damages for which they would otherwise be liable under this Article VII exceed $500,000 (at which point the Company Stockholders and Company Optionholders shall become liable for the Damages under this Article VII in excess of all such Damages exceeds $100,000 (the “Liability Threshold”500,000), in which case (iii) the Seller Company Stockholders and Company Optionholders shall not be liable under this Article VII with respect to any Damages arising out of or related to matters within the Acquirorknowledge of Parent at the Effective Time, as applicable, and (iv) each Company Stockholder and Company Optionholder shall only be liable for all such his, her or its share of Damages in excess of accordance with the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bEscrow Agreement), as applicable, in the aggregate; provided, howeverthat the limitation set forth in clause (ii) of 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 3.1, that: 3.2 or 3.3 or to a claim pursuant to Section 7.1(d). For purposes solely of this Article VII, all representations and warranties of the Company in Article III (A) for purposes of claims made by the Acquiror under other than Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller 3.7 and 3.29 shall be liable for all Damages suffered by construed as if the Acquiror without regard term "material" and any reference to the Liability Threshold or Liability Cap; "Company Material Adverse Effect" (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capwarranties. (b) Each party agrees that it shallNotwithstanding anything to the contrary, (i) the aggregate liability of Parent and New Parent for Damages under this Article VII shall not exceed $4,125,000, (ii) Parent and New Parent shall not be liable under this Article VII unless and until the aggregate Damages for which they would otherwise be liable under this Article VII exceed $500,000 (at which point Parent and New Parent shall become liable for the Damages under this Article VII in excess of $500,000), and (iii) Parent and New Parent shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage not be liable under this Article VII with respect to any Damages arising out of or related to be indemnifiedmatters within the knowledge of the Company at the Effective Time; provided, that the limitation set forth in clause (ii) of 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 4.1, 4.2 or 4.3 or to a claim pursuant to Section 7.2(c). The amount For purposes solely of any Damages recoverable by a party under Section 11.2 this Article VII, all representations and warranties of Parent, New Parent and the Merger Subsidiaries in Article IV (other than Sections 4.7 and 4.20) shall be reduced by construed as if the amount of term "material" and any insurance proceeds actually paid reference to the Indemnified Party or the Indemnitee, as applicable, relating to "Parent Material Adverse Effect" (and variations thereof) were omitted from such claimrepresentations and warranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept with respect to common law or statutory claims against any Company Stockholder or Company Optionholder, CONSEQUENTIALParent, SPECIAL OR INDIRECT DAMAGESNew Parent or a Merger Subsidiary relating to fraud after the Closing, INCLUDING BUSINESS INTERRUPTIONthe rights of the Indemnified Parties under this Article VII and the Escrow Agreement shall be the sole and exclusive remedy of the Parties with respect to any and all disputes, LOSS OF FUTURE REVENUEclaims, DIMINUTION IN VALUEactions, PROFITS OR INCOMElitigation, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYsuits, cause of action or proceeding arising out of or related to this Agreement or the transactions contemplated thereby. (d) No Company Stockholder or Company Optionholder 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 no event Notwithstanding anything to the contrary herein, the Buyer shall not be entitled to recover any portion of the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, Escrow Fund under this Article VI unless and until the aggregate amount Damages are in excess of all such Damages exceeds $100,000 250,000 (at which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Buyer shall be liable for all such entitled to recover from the Escrow Fund the aggregate Damages in excess of the Liability Threshold$100,000, and then not for any Damages just amounts in excess of $250,000); provided that the then applicable Liability Cap for all claims made under such limitation set forth above shall not apply to a claim against the Escrow Fund pursuant to (x) Section 11.2(a1.8, (y) Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3 or 2.9 (or the portions of the Company Certificate relating thereto), or (z) Section 6.1(b), (c), (d), (e) or 11.2(b(f), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that Notwithstanding anything to the contrary herein, the Buyer shall not be liable under this Article VI unless and until the aggregate Damages for which it shallwould otherwise be liable exceed $250,000 (at which point the Buyer shall become liable for the aggregate Damages in excess of $100,000, and not just amounts in excess of $250,000); provided that the limitation set forth above shall cause not apply to a claim pursuant to Section 6.2 relating to a breach of the applicable Indemnitees torepresentations and warranties set forth in Sections 3.1, use its 3.2 or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party 3.5 (or the Indemnitee, as applicable, portions of the Buyer Certificate relating to such claimthereto). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept in the case of Fraud, CONSEQUENTIALthe Escrow Agreement shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI. Except in the case of Fraud or intentional misrepresentation, SPECIAL OR INDIRECT DAMAGESthe Buyer's liability for all Damages shall not exceed $20,000,000. (d) No Company Shareholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, INCLUDING BUSINESS INTERRUPTIONwarranties, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYcovenants or agreements. (e) The amount of any and all Damages for which indemnification is provided pursuant to this Article VI shall be net of any amounts actually received by the Indemnified Party under insurance policies with respect to such Damages.

Limitations. (a) In no event shall Notwithstanding anything to the contrary herein, (i) any liability of the Seller or for Damages under this Article 7 shall be satisfied solely from the Acquiror Indemnification Shares, for which purpose such shares shall be valued at the greater of (A) the original issue price thereof, and (B) the Average Closing Price thereof on the date on which such shares are released from the Indemnification Escrow, and (ii) the Seller shall not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, under this Agreement unless and until the aggregate amount of all such Damages exceeds for which it would otherwise be liable under this Agreement exceed $100,000 50,000 (the “Liability Threshold”), in at which case point the Seller or the Acquiror, as applicable, shall be become liable for all such the aggregate Damages under this Agreement, and not just amounts in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap$50,000. (b) Each party agrees that it shallNotwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under this Article 7 shall not exceed the value of the Indemnification Shares, and (ii) the Buyer shall cause not be liable under this Agreement unless and until the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available aggregate Damages for which it would otherwise be liable under this Agreement exceed $50,000 (at which point the Buyer shall become liable for the aggregate Damages under this Agreement and not just amounts in existence that provide coverage with respect to any Damages to be indemnified. The amount excess of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim$50,000). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept with respect to claims based on fraud, CONSEQUENTIALafter the Closing, SPECIAL OR INDIRECT DAMAGESthe rights of the Indemnified Parties under this Article 7 shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYbreach of warranty or failure to perform any covenant or agreement contained in this Agreement.

Limitations. (a) In no event The Indemnitor shall not be obligated to indemnify the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and Indemnitee until the sum of the aggregate amount of all such Damages Losses suffered or incurred by the Indemnitee as to which a right of indemnification is provided under this Article V exceeds One Hundred Thousand and No/100 Dollars ($100,000 100,000.00) (the “Liability Threshold”), in at which case time the Seller or the Acquiror, as applicable, Indemnitee shall be liable entitled to indemnification for the amount of all such Damages in excess Losses, including the amount of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: , notwithstanding the foregoing, any Losses suffered or incurred by the Indemnitee under Section 5.01(c), (Ad) or (e) or Section 5.02(c) hereof shall not be subject to the Threshold. In no event shall the aggregate liability of Seller, or the aggregate liability of Purchaser, under this Article V exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) exclusive of any Losses suffered or incurred by the Indemnitee under Section 5.01(e) hereof. Notwithstanding anything herein to the contrary, (a) all references to “material” and “Material Adverse Effect” (except those references included in Sections 2.01(d), 2.01(i)(ii), 2.01(k) and 2.01(p)) shall be disregarded for purposes of claims made by determining whether and the Acquiror extent to which there are, and in calculating the amount of, Losses entitled to indemnification under Sections 11.2(a)(iii)this Article V, 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shallif any Losses arising from any breach by Seller of any representation or warranty are included in the calculation of the Final Purchase Price pursuant to Section 1.05, and Purchaser shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect not be entitled to any Damages to be indemnifiedindemnification hereunder for such Losses. The amount of any Damages All Losses recoverable by a party under Section 11.2 an Indemnitee shall be reduced by the amount net of any insurance proceeds which the Indemnitee actually paid receives as a direct consequence of the circumstances to which the Indemnified Party Losses related or from which the IndemniteeLosses resulted or arose, as applicable, relating to which amount shall be offset by any increases (current and future) in insurance premiums that result from the insurer having covered such claimLosses and any costs incurred by the Indemnitee in connection therewith. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In Notwithstanding the provisions of Section 8.1(b) above, there shall be no event shall the Seller right of withholding or the Acquiror offset, and Dr. ▇▇▇▇▇ ▇▇▇ll not be liable for required to make any Damages pursuant to indemnification payments under Section 11.2(a8.1(b) or 11.2(b), as applicable, unless and until the aggregate amount of all losses suffered by Medirisk and Merger Sub that are subject to indemnification under such Damages exceeds Section exceed Fifty Thousand and No/100 ($100,000 50,000.00.00) Dollars (the “Liability Threshold”"Minimum Indemnity Amount"), in at which case the Seller or the Acquiror, as applicable, shall time claims may be liable asserted for all such Damages amounts up to and in excess of the Liability ThresholdMinimum Indemnity Amount. (b) Notwithstanding the provisions of Section 8.1(b) or 8.1(c) above, the maximum liability of Dr. ▇▇▇▇▇ ▇▇▇ indemnification under this Agreement shall be equal to the Merger Consideration. (c) Notwithstanding the provisions of Section 8.1(d) above, and then not except for any Damages in excess Shareholder Indemnified Loss resulting from a breach of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bcovenants, representations and warranties set forth in SCHEDULE 1.5(B)(II), as applicablethe maximum aggregate liability of Medirisk and Merger Sub for indemnification under this Agreement shall be equal to the Merger Consideration. (d) Notwithstanding the provisions of Section 8.1 above, in no claim for indemnification under this Agreement may be made after 31 August 1999, unless notice of such claim or the aggregatefacts underlying it is given to the indemnifying party prior to 31 August 1999; provided, however, that: that the foregoing restriction shall not apply with respect to (Ai) for purposes any Medirisk Indemnified Loss resulting from a breach of claims made by the Acquiror under covenants, representations and warranties set forth in Sections 11.2(a)(iii)2.1, 11.2(a)(iv) 2.2, 2.3, 2.9, 2.12, 2.13, 2.1A or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap2.2A; and (Cii) for purposes of claims made by a party due to the other party’s fraud any liability, loss, damage, injury or willful misconduct, such party shall be liable for all Damages suffered claim by the other party without regard to Shareholders resulting from a breach of the Liability Threshold covenants, representations and warranties set forth in Schedule 1.5(b)(ii) and Sections 3.1 and 3.2; provided further that any claim based upon any of the matters described in subsection (i) or Liability Cap. (bii) Each party agrees that it shallmay be brought at any time, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect subject to any Damages to be indemnified. The amount applicable statutes of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimlimitation. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement: (a) In no event Each Contributor Party’s aggregate Liability under this Agreement and from the transactions contemplated hereby shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess not exceed its pro rata share of the Liability Threshold, and then not for any Damages in excess value of the then applicable Consideration. The Partnership’s aggregate Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in this Agreement and from the aggregate; provided, however, that: (A) transactions contemplated hereby shall not exceed the value of the Consideration. The value of the Consideration for purposes of claims made this Section 7.5(a) shall be determined by multiplying the number of applicable Common Units by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), closing price of such Common Units on the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapClosing Date. (b) Each party agrees that it shallIndemnified Party shall take, and shall cause the applicable Indemnitees its Affiliates to take, commercially reasonable steps to mitigate any Loss for which it would otherwise be entitled to indemnification pursuant to this Article VII upon becoming aware of any event or circumstance that would be reasonably expected to, use its or their commercially does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided that any reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable cost incurred by a party under Section 11.2 shall Party to mitigate any such Loss will be reduced by the amount deemed a Loss for purposes of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimthis Article VII. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS OF CONTRARY IN THIS AGREEMENT, NEITHER THE PARTNERSHIP NOR THE CONTRIBUTOR PARTIES HERETO NOR THEIR RESPECTIVE AFFILIATES SHALL NOT EXTEND TO PUNITIVE DAMAGES OR BE LIABLE HEREUNDER TO ANY INCIDENTALINDEMNIFIED PARTY FOR ANY LOST PROFITS OR PUNITIVE, CONSEQUENTIAL, REMOTE, SPECULATIVE, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, EXCEPT TO THE EXTENT SUCH LOST PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYDAMAGES 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) In no event shall Except with respect to any knowing and intentional or fraudulent breaches of the Seller representations, warranties, agreements or covenants of the Acquiror be liable for Company contained in this Agreement or in any Damages exhibit, schedule or other document or agreement delivered pursuant to or in connection with this Agreement, the sole and exclusive remedy available to Gene Logic pursuant to the indemnity set forth in Section 11.2(a9.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapEscrow Fund. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Except with respect to any Damages knowing and intentional or fraudulent breaches of the representations, warranties, agreements or covenants of Gene Logic or the Merger Sub contained in this Agreement or in any exhibit, schedule or other document or agreement delivered pursuant to be indemnified. The amount or in connection with this Agreement, the aggregate liability of any Damages recoverable by a party under Section 11.2 Gene Logic and the Surviving Corporation pursuant to Sections 6.3 and 9.2(b) hereof shall be reduced by the limited to an aggregate amount of any insurance proceeds actually paid equal to the Indemnified Party or dollar value of the IndemniteeEscrow Cash and Escrow Shares initially deposited into the Escrow Fund, which Escrow Shares shall be valued in the same manner as applicable, relating to such claimEscrow Shares are valued for purposes of establishment of such Escrow Fund. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary in this Agreement, CONSEQUENTIALa Gene Logic Party seeking indemnification under Section 9.2(a) or a Stockholder seeking indemnification under Section 9.2(b) shall be entitled to indemnification with respect thereto only to the extent that the amount of all Gene Logic or Stockholder Losses, SPECIAL OR INDIRECT DAMAGESas the case may be, INCLUDING BUSINESS INTERRUPTIONincurred in the aggregate by the Gene Logic Parties or the Stockholders, LOSS OF FUTURE REVENUEas the case may be, DIMINUTION IN VALUEin respect of the matters which are the subject of indemnification hereunder, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYexceeds $150,000.

Limitations. (a) In no event None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification under Section 10.2(a) with respect to any breach of representation or warranty of the Seller (other than any Fundamental Representations, Specified Representations or the Acquiror be liable for any Damages representations and warranties set forth in Section 3.13) with respect to a claim or series of related claims if such claim or series of related claims arising out of the same set of facts or circumstances where the Losses related thereto are less than $75,000 (each, a “De Minimis Loss”). The Seller will not have liability pursuant to Section 11.2(a10.2(a) with respect to any breach of representation or 11.2(b)warranty of the Seller (other than any Fundamental Representations, as applicable, unless Specified Representations or the representations and warranties set forth in Section 3.13) until the aggregate amount of all Losses, not including any De Minimis Losses, incurred by the Buyer Indemnified Parties with respect to such Damages matters exceeds $100,000 one percent (1%) of the Unadjusted Purchase Price (the “Liability ThresholdDeductible”), in which case the Seller or Buyer Indemnified Parties shall have the Acquirorright to seek indemnification for all Losses in excess of, as applicablebut not including, the Deductible (it being understood that any Claim (including any related Claims) for amounts less than the De Minimis Loss shall be liable for all such Damages ignored in excess of determining whether the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bDeductible has been exceeded), as applicable, in the aggregate; provided, however, that: (Athat the limitations set forth in this Section 10.4(a) for purposes shall not apply to Losses based on breaches of claims made by the Acquiror under Sections 11.2(a)(iii)Fundamental Representations, 11.2(a)(iv) Specified Representations or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under representations and warranties set forth in Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap3.13. (b) Each party agrees that it shallNotwithstanding any other provision in this Agreement to the contrary but except for any Fraud on the part of any Seller Indemnified Party, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Seller’s aggregate liability under Section 10.2(a) with respect to any Damages breach of representation or warranty of the Seller (other than any Fundamental Representations, Specified Representations or the representations and warranties set forth in Section 3.13) shall be limited to be indemnifiedthe amount then remaining in the Indemnity Escrow Fund (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to Losses based on breaches of the Fundamental Representations, Specified Representations or the representations and warranties set forth in Section 3.13. The amount Except for any Fraud on the part of any Damages recoverable by Seller Indemnified Party, the aggregate liability of the Seller with respect to indemnifiable Losses pursuant to Section 10.2(a) (including Losses based upon a party under breach of a Fundamental Representation, Specified Representation and the representations and warranties set forth in Section 11.2 3.13), Section 10.2(b), Section 10.2(c) and Section 10.2(d) shall be reduced by limited to the amount of any insurance proceeds the aggregate Purchase Price actually paid to received by the Indemnified Party or the Indemnitee, as applicable, relating to such claimSeller. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo indemnifying Person will be liable for any Losses that are subject to indemnification under Section 10.2 or Section 10.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the date pursuant to Section 10.1 on which the survival period of the applicable representations and warranties or covenants expires, CONSEQUENTIALto assert a Claim for indemnification describing such Claim in reasonable detail. Notwithstanding the foregoing, SPECIAL OR INDIRECT DAMAGESany Claim for indemnification under this Agreement that is duly brought prior to such time will survive until such matter is finally resolved. (d) Notwithstanding anything to the contrary contained in this Agreement, INCLUDING BUSINESS INTERRUPTIONunder no circumstances will any Party or any of its Affiliates be entitled to recover more than one time for any Loss under this Agreement, LOSS OF FUTURE REVENUEand to the extent a Party or any of its Affiliates is compensated for specific Losses through the adjustments provided for in Section 2.3 or otherwise, DIMINUTION IN VALUEsuch Party and its Affiliates will not have a separate right to indemnification for such Losses. Without limiting the generality of the prior sentence, PROFITS OR INCOMEif a set of facts, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYconditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to the indemnification obligations under this Article 10, as applicable, only one recovery of Losses shall be allowed, and in no event shall there be any indemnification or duplication or recovery of Losses under different provisions of this Agreement, including without limitation, to the extent such Losses are taken into account and actually included in the calculation of the Adjustment Amount; provided that each Buyer Indemnified Party and Seller Indemnified Party may have separate and distinct Losses arising out of any particular set of facts, conditions or events. (e) Notwithstanding anything in this Article 10 to the contrary and except for any Fraud on the part of any Seller Indemnified Party, recovery against the Indemnity Escrow Fund constitutes the Buyer Indemnified Parties’ sole and exclusive remedy following the Closing for any and all Losses under Section 10.2(a); provided, however, that the limitations set forth in this Section 10.4(e) shall not apply to Losses based on breaches of the Fundamental Representations, the Specified Representations or the representations and warranties set forth in Section 3.13. For Losses based on breach of any representations and warranties (other than the Fundamental Representations, the Specified Representations and the representations and warranties set forth in Section 3.13) and indemnifiable Losses pursuant to Section 10.2(a) arising thereunder, to the extent a monetary obligation or payment is due and owing by the Seller to any Buyer Indemnified Parties pursuant to this Article 10, the Buyer Indemnified Parties’ sole recourse for payment shall be against the Indemnity Escrow Fund until the Indemnity Escrow Fund is exhausted or has been fully and finally disbursed. For Losses based on breaches of the representations and warranties set forth in Section 3.4(b) (excluding clause (ii) thereof) and indemnifiable Losses pursuant to Section 10.2(a) arising thereunder, to the extent a monetary obligation or payment is due and owing by the Seller to any Buyer Indemnified Parties pursuant to this Article 10, the Buyer Indemnified Parties’ first recourse for payment shall be against the Indemnity Escrow Fund until the Indemnity Escrow Fund is exhausted or has been fully and finally disbursed. For any other indemnifiable Losses pursuant to Section 10.2, to the extent a monetary obligation or payment is due and owing by the Seller to any Buyer Indemnified Parties pursuant to this Article 10, the Buyer Indemnified Parties’ recourse for payment shall first be against Seller; provided, however, to the extent that Buyer Indemnified Parties’ have not asserted or are entitled to any indemnified Losses based on breach of any representations and warranties (other than the Fundamental Representations, the Specified Representations and the representations and warranties set forth in Section 3.13) and indemnifiable Losses pursuant to Section 10.2(a) arising thereunder after the date fifteen (15) months from the Closing Date, either Party may elect to have any indemnifiable Losses of Buyer Indemnified Parties from Seller or the Indemnity Escrow Fund. (f) The right to indemnification or other remedy based on any of the representations, warranties, covenants or agreements in this Agreement shall not be affected by any investigation or audit conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or agreement; provided, however, that notwithstanding the foregoing or anything else to the contrary contained in this Agreement, neither Party shall be liable under this Article 10 for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of the other Party contained in this Agreement if (i) the other Party had Knowledge of such inaccuracy or breach prior to the Closing and (ii) such other Party had the right to terminate this Agreement pursuant to Section 9.1 as a result of such breach or inaccuracy. (g) Notwithstanding anything to the contrary in this Agreement, if there has been a breach of any representations and warranties contained in this Agreement for which any Person is entitled to indemnification under this Article 10, for the purposes of determining the breach of any representations and warranties and calculating the amount of any Losses in connection therewith, any dollar, materiality, material adverse effect, Material Adverse Effect or Buyer Material Adverse Effect qualifiers in such representations or warranties shall be disregarded. (h) Except as otherwise expressly set forth herein, the Buyer and the Seller hereby waive any and all rights to rescind, reform, cancel, terminate, revoke or void this Agreement or any of the transactions contemplated hereby; provided, however, each Party shall have the right to specific performance and other equitable remedies available at law or equity (including injunctive relief) for the breach or failure of the other Party to perform its obligations required to be performed after the Closing.

Limitations. Notwithstanding anything contained in this Agreement or otherwise to the contrary, the obligations of Sellers under this Article IX (which, for the avoidance of doubt, excludes Tax claims subject to Section 6.1) are subject to the limitations on liability contained in this Section 9.7. (a) In no event shall the Seller or the Acquiror Sellers will not be liable for any Damages pursuant Losses (except for Losses related to Section 11.2(aany breach of the representations and warranties in Sections 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6, for which there shall be no basket) or 11.2(b), as applicable, unless and under this Article IX until the aggregate amount of all such Damages Losses suffered by Buyer exceeds Fifty Thousand Dollars ($100,000 (the “Liability Threshold”50,000), in which case the Seller or the Acquiror, as applicable, Sellers shall be liable for all such Damages Losses in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capamount. (b) Each party agrees that it shallIn addition to the limitations set forth in Section 9.7(a), the Sellers' maximum liability, and shall cause the applicable Indemnitees toBuyer's recourse, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable all Claims and Losses, including but not limited to, Legacy Liabilities, under this Article IX or otherwise, absent fraud by a party under Section 11.2 Seller or intentional misconduct by a Seller, shall be reduced by limited to One Million Dollars ($1,000,000), in the aggregate. Notwithstanding the foregoing, this $1,000,000 limitation shall not apply to any breach of the representations and warranties set forth in Sections 3.3 and 3.4 hereof, and with respect to which the limit shall be the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimClosing Payment. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything herein to the contrary, CONSEQUENTIALwith respect to any loan that the Company has closed on or prior to the Closing Date and to any Pipeline Loan (collectively the "Subject Loans") that are required to be indemnified or repurchased by the Company to the Agencies or any other purchaser or guarantor of such loans after the Closing Date because of deficiencies in the loan or the loan documents, SPECIAL OR INDIRECT DAMAGESthe following will apply: (A) with respect to any such loans that as of the Closing Date are already required to be indemnified and a claim for such has been made (all of which are identified on Schedule 3.21(k)), INCLUDING BUSINESS INTERRUPTIONthese loans shall not be subject to any indemnification claims and to the extent paid after Closing, LOSS OF FUTURE REVENUESellers shall have no liability for any such indemnified amounts, DIMINUTION IN VALUEand (B) with respect to any new indemnification or repurchase claims for Subject Loans that the Company receives notice of after the Closing Date, PROFITS OR INCOMEwhere the indemnification obligation arises during the first twelve (12) months after the Closing Date, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthe first four (4) of any such loans shall not be subject to indemnification, but for any excess above the first four, ten percent (10%) of the loan amount shall be set aside from the initial One Million Dollars ($1,000,000) escrow amount and shall continue to be held in escrow and used to satisfy any Loss incurred by the Company with respect to such indemnification or repurchase claim, until the first to occur of (I) five years after the Closing Date, or (II) the date the loan is paid off, and then any remaining amount of such held‑back escrow shall be paid to Sellers (in proportion to their ownership interest in the Company as of the Closing), and the Sellers indemnification obligation on such loans shall not exceed the ten percent (10%) amount for such loan. If the indemnification or repurchase claim arises after the date that is one (1) year after the Closing Date, any such claim shall not be subject to any indemnification claims and to the extent paid after Closing, and Sellers shall have no liability for any such indemnified amounts. Notwithstanding the foregoing, this Section 9.7(c) shall not apply to any indemnification or reimbursement obligation of the Company for Losses resulting from any fraudulent act or willful misconduct of the Company or any of the Sellers prior to the Closing Date.

Limitations. The indemnification obligations of the parties hereto pursuant to this Section 5.7 shall be subject to the following limitations: (ai) In no event No indemnification shall the Seller or the Acquiror be liable for any Damages required to be made by Mercury pursuant to Section 11.2(a5.7(a) or 11.2(b), as applicable, unless and until with respect to any claims made by any member of the MSR Group except to the extent that the aggregate amount of Damages incurred by members of the MSR Group with respect to all such Damages claims under Section 5.7(a) (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date) exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap200,000. (bii) Each party agrees that it shall, and No indemnification shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts be required to secure payment from insurance policies available and in existence that provide coverage be made by MSR pursuant to Section 5.7(b) with respect to any Damages claims made by any member of the Mercury Group except to be indemnified. The the extent that the aggregate amount of any Damages recoverable incurred by a party members of the Mercury Group with respect to all claims under Section 11.2 shall be reduced by 5.7(b) (whether asserted, resulting, imposed, or incurred before, on, or after the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimClosing Date) exceeds $200,000. (ciii) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary provided in this Section 5.7 or otherwise in this Agreement, CONSEQUENTIALexcept for the obligations of the Surviving Corporation, SPECIAL OR INDIRECT DAMAGESif any, INCLUDING BUSINESS INTERRUPTIONunder the "CONTINGENT WARRANT" (as such term is defined below), LOSS OF FUTURE REVENUEneither MSR nor the Surviving Corporation shall have any liability or obligation to any member of the Mercury Group for, DIMINUTION IN VALUEor make any representation or warranty with respect to, PROFITS OR INCOMEany liability of MSR, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthe Surviving Corporation, or any member of the Mercury Group for or with respect to, any Taxes arising out of or related to the Redomestication of MSR or the Merger. In connection with the foregoing, Mercury acknowledges and agrees that the representations and warranties set forth in Section 2.1 above shall not cover any such Taxes notwithstanding any provisions of such representations and warranties to the contrary.

Limitations. (a) In no event shall the Seller or the Acquiror be liable No claim for any Damages pursuant to Section 11.2(a) 11.1 or 11.2(b), as applicable, unless and Section 11.2 above shall be made until the aggregate cumulative amount of all such Damages exceeds equal or exceed an amount equal to $100,000 150,000 (the “Liability ThresholdBasket”), in at which case time a claim for Damages can be made for any and all amounts of Damages (and not just the Seller or the Acquiror, as applicable, shall be liable for all such Damages amount in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(bBasket), as applicable, in the aggregate; ); provided, however, that: that such Basket shall not apply to any Damages resulting from breaches of any Fundamental Representation (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(ivdefined below) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capany covenant set forth herein. (b) Each party agrees Sellers’ indemnification obligations shall be effective only until the dollar amount paid in respect of Damages under Section 11.1 above is equal to (i) during the period (the “Initial Period”) beginning on the Closing Date and continuing until the date that it shallis one (1) month following delivery to the Buyer of audited financial statements of the Company for the fiscal year ended December 31, 2010, which financial statements shall be delivered not later than April 30, 2011, an amount (the “Cap Amount”) equal to fifty percent (50%) of all amounts paid by Buyer in respect of Purchase Price during the Initial Period, and shall cause (ii) for a period of twelve (12) months following expiration of the applicable Indemnitees toInitial Period (the “Subsequent Period”), use its an amount equal to twenty-five percent (25%) of all amounts paid by Buyer in respect of Purchase Price during the Initial Period and the Subsequent Period; provided, however, that the Cap Amount payable by Sellers for Damages arising from a breach of (A) any of the representations and warranties set forth in Sections 2.1 (Corporate Organization), 2.2 (Capital Stock), 2.4 (Authorization), 2.11 (Title and Related Matters), or their commercially reasonable efforts to secure payment from insurance policies available and 2.14 (Tax Matters) or the covenants set forth in existence that provide coverage Section 6.4 (Taxes) (each, a “Fundamental Representations”); or (B) fraudulent actions or intentional misrepresentations with respect to any Damages this Agreement shall be equal to be indemnifiedall amounts paid by Buyer in respect of Purchase Price. The amount of any Initial Period and the Subsequent Period shall hereinafter be together referred to as the “Indemnity Period.” No claims for Damages recoverable by a party under Section 11.2 shall may be reduced made by the amount Buyer after the expiration of the Indemnity Period, provided, however, that claims for Damages in respect of a breach of a Fundamental Representation may be brought at any insurance proceeds actually time prior to thirty (30) days following the expiration of the applicable statute of limitations. For purposes of calculating the Cap Amount under this Section 11.3(b), amounts paid to by Buyer shall include any amounts in respect of the Indemnified Party or Earn-Out Amounts described in Section 1.4 paid during the IndemniteeInitial Period, Subsequent Period, and/or the applicable statute of limitations, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny claim for Damages under Section 6.4 or this Article XI shall first be satisfied by, CONSEQUENTIALbut shall not be limited to, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYreducing the amount of any unpaid Company Revenue Earn-Out Amount owed to Sellers. (d) The indemnification provisions of this Article XI set forth the sole and exclusive remedy for all claims under this Agreement other than any claim in respect of fraudulent actions or intentional misrepresentations with respect to this Agreement.

Limitations. (a) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to a claim based upon a representation or warranty or covenant or agreement pursuant to Section 11.2(a11.02(a) or 11.2(b(“Buyer Eligible Claim”), as applicable, (i) unless and until the aggregate amount of all such Damages Buyer Eligible Claims exceeds of $100,000 350,000 (the “Liability ThresholdBuyer Deductible”), in which case the Seller or the Acquiror, as applicable, shall be liable only for all such Damages in excess of the Liability ThresholdBuyer Deductible, and then (ii) not for any amount in excess of the aggregate of the Consideration paid and the Assumed Liabilities assumed by Buyer under Section 4.01 (the “Buyer Cap Amount”) for all Buyer Eligible Claims made under Section 11.02(a), in the aggregate. For purposes of determining the Buyer Cap Amount, the term Assumed Liabilities as used in this Section 11.03 shall exclude the Nastech Payment, unless, and until, Buyer has paid the Nastech Payment. Notwithstanding any other provision hereof, the Buyer Deductible and the Buyer Cap Amount shall not apply to breaches of the following Sections by Seller: 2.04, 6.01, 6.02, 6.06, 6.07, 6.13, or to claims under Sections 11.02(a)(ii) and 11.02(a)(iii). With respect to claims relating to breaches of the representations and warranties contained in Sections 6.02 and 6.05(b), (i) there expressly shall be no limitations or reductions of any nature whether pursuant to this Section 11.03(a), 11.03(c), 11.03(d), the last sentence of Section 11.02(a), or otherwise and all of such limitations shall be deemed inapplicable and (ii) irrespective of any provisions of Section 11.02(d) that may limit or restrict Buyer’s entitlement to separate counsel or to indemnification for all legal costs, the Buyer shall be entitled to full indemnification of all Damages and all other losses of any nature and costs of legal fees and other costs and expenses in any respect relating to a breach or alleged breach of the representations and warranties of Seller set forth in Sections 6.02 and 6.05(b). (b) In no event shall Buyer be liable for any Damages pursuant to a claim based upon a representation or warranty or covenant or agreement pursuant to Section 11.02(b) (“Seller Eligible Claim”), (i) unless and until the aggregate amount of all Seller Eligible Claims exceeds of $350,000 (the “Seller Deductible”), in which case Buyer shall be liable only for Damages in excess of the Seller Deductible, and then applicable Liability (ii) not for any amount in excess of $1,500,000 (the “Seller Cap Amount”) for all claims Eligible Claims made under such Section 11.2(a) or 11.2(b11.02(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v). Notwithstanding any other provision hereof, the Seller Deductible and the Seller Cap Amount shall not apply to breaches of the following Sections by Buyer: 7.01, 7.02 and 7.06, or to claims under Sections 11.02(b)(ii), 11.02(b)(iii) and 11.02(b)(iv) (except that claims under Section 11.02(b)(iv) for attorneys’ fees and related litigation costs shall be liable subject to the Seller Cap Amount). (c) The amount of any Damages for all Damages suffered which indemnification is provided under this Article XI shall be net of any amounts recovered by the Acquiror without regard Indemnified Party under insurance policies with respect to such Damages, after giving effect to any premium adjustments related to such Damages, provided that an Indemnified Party shall have no obligation to seek recovery under any insurance policies prior to seeking recovery from the Liability Threshold or Liability Cap; (B) for indemnifying party. For purposes of claims made by clarification, in the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all event there is a reduction in Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made payable hereunder by a party due to the other party’s fraud or willful misconductan insurance recovery, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any the insurance proceeds actually paid recovery that will be used to reduce the Damages claim shall be offset by the increase in insurance premiums due to the Indemnified Party incurrence of the insurance claim. If there is no reduction of the amount of Damages payable because there is either no insurance recovery or the Indemniteerecovery must be repaid from the Damages paid pursuant to this Article 11, as applicable, then Damages shall not be increased by any increase in insurance premiums relating to such the event or occurrence that gave rise to the Damages claim. (cd) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALBuyer and Seller agree that the sole and exclusive remedy for money damages for any matters relating to this Agreement, CONSEQUENTIALthe Related Agreements and any certificate or instrument delivered pursuant hereto or thereto shall be the rights to indemnification set forth in this Article XI; provided however, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYeach party shall be entitled to seek such injunctive or other non-monetary equitable relief as may be appropriate with respect to breaches of covenants contained herein.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, (i) with respect to claims for Damages arising under Section 6.1(a) (other than claims based on fraud or knowing misrepresentation or claims relating to a breach of the representation and warranties set forth in Section 2.2), (b), (g), (h), (i), (j) and (k) the aggregate liability of the Equity Holders for Damages shall not exceed the Seller Escrow Amount and (ii) with respect to claims for Damages arising under Section 6.1(a) (other than claims based on fraud or knowing misrepresentation or claims relating to a breach of the Acquiror representations and warranties set forth in Section 2.2), (x) the Equity Holders shall not be liable for any such Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 325,000 (at which point the “Liability Threshold”Equity Holders shall become liable for all Damages under Section 6.1(a), and not just amounts in which case excess of $325,000) and (y) the Seller or the Acquiror, as applicable, Equity Holders shall not be liable for all such any Damages with respect to any matter or series of similar matters unless that matter or series of similar matters would result in Damages in excess of $25,000. (b) Notwithstanding anything to the Liability Thresholdcontrary herein, with respect to claims for Damages arising under Section 6.2 (other than claims based on fraud or knowing misrepresentation) or the Buyer’s obligation to pay the Base Merger Consideration, (i) the aggregate liability of the Buyer for Damages shall not exceed the Escrow Amount, (ii) the Buyer shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds $325,000 (at which point the Buyer shall become liable for all Damages under Section 6.2(a), and then not just amounts in excess of $325,000) and (iii) the Buyer shall not be liable for any Damages under Section 6.2(a) with respect to any matter or series of similar matters unless that matter or series of similar matters would result in Damages in excess of $25,000. (c) No Equity Holder shall have any right of contribution against the then Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (d) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims arising under this Agreement or the agreements or transactions contemplated hereby. No Indemnified Party may bring any claim with respect to this Agreement or the agreements or transactions contemplated hereby, whether in tort, contract or otherwise, except in accordance with the provisions of this Article VI. Accordingly, the parties expressly waive and release any remedy, liability and any rights they may have pursuant to law or equity other than the remedies expressly provided under this Article VI. Furthermore, the parties covenant not to ▇▇▇, assert any arbitration claim or otherwise threaten any claim that includes any remedy waived by the preceding. The parties agree that, to the extent required by applicable Liability Cap for all law to be effective, the agreement, waivers and releases contained in this section are conspicuous. The provisions of this Article VI constitute an integral part of the consideration given to the parties pursuant to this Agreement and were specifically bargained for. (e) Notwithstanding the foregoing, the Buyer shall not attempt to collect any Damages directly from the Equity Holders on account of any claims made under not limited to the Escrow Amount pursuant to Section 6.5(a) unless there are insufficient funds held in escrow pursuant to the Escrow Agreement to satisfy such Section 11.2(a) or 11.2(b), as applicable, in the aggregateclaims; provided, however, that: (A) for purposes that in the event that the Buyer has recovered from the funds held in escrow pursuant to the Escrow Agreement any amounts on account of claims made by not so limited to the Acquiror under Sections 11.2(a)(iii)Escrow Amount, 11.2(a)(iv) or 11.2(a)(v)and the Buyer is subsequently prevented from recovering with respect to claims that are limited to the Escrow Amount because the Escrow Amount has been depleted, the Seller shall be liable for all Buyer may recover Damages suffered by directly from the Acquiror without regard Equity Holders to the Liability Threshold or Liability Cap; (B) for purposes extent of the payments from the Escrow Amount that contributed claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard that were not limited to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due Escrow Amount pursuant to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapSection 6.5(a). (bf) Each party agrees that it shallWith respect to any claim by the Buyer or the Surviving Corporation relating to the matter described on Section 6.5(f) of the Disclosure Schedule, and indemnification under this Article VI shall cause not be available unless the applicable Indemnitees to, use its or their commercially Buyer first uses reasonable efforts to secure payment seek recovery from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimAurora Escrow Account. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (ai) In no event Notwithstanding anything to the contrary contained herein, Buyer shall not have any Liability for any Losses set forth in Section 7.2(a)(i) until the total of all Losses incurred by the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”)Parties under this Agreement exceeds, in the aggregate, the Bucket, after which case the Seller or Parties shall have the Acquiror, as applicable, shall be liable for right to recover from Buyer all such Damages Losses incurred by the Seller Parties in excess of the Bucket up to an amount equal to the Liability ThresholdCap. Notwithstanding anything to the contrary contained herein, other than in respect of Section 7.2(a)(ii), (iii), and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b(iv), as applicable, in no event shall aggregate Liability of Buyer under the aggregateterms of this Agreement or otherwise exceed the Liability Cap. (ii) The obligations of Buyer under Section 7.2(a) shall survive Closing; provided, however, that: that with respect to Buyer’s obligations under Section 7.2(a)(i), such obligations shall terminate as to each Surviving Representation when such Surviving Representation terminates pursuant to Section 2.3(b); provided further, however, that such obligations shall not terminate with respect to an alleged breach of a Surviving Representation as to which Seller shall have, prior to the expiration of the applicable survival period (A) for purposes of claims made a claim by delivering an Indemnification Notice to Seller in accordance with the Acquiror under Sections 11.2(a)(iii)terms hereof, 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; and (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capfiled suit against Buyer. (biii) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 Any liability for indemnification hereunder shall be reduced determined without duplication of recovery by reason of the facts giving rise to more than one right to indemnification. (iv) For purposes of computing the amount of Losses, the representations and warranties contained in this Agreement shall be deemed to have been made without any insurance proceeds actually paid qualifications as to the Indemnified Party materiality, material adverse effect or the Indemnitee, as applicable, relating to similar materiality qualification set forth in such claimrepresentations or warranties or any defined term contained therein. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The obligations to indemnify and hold harmless pursuant to Sections 8.2 and 8.3 shall survive the consummation of the transactions contemplated 24 by this Agreement for the period provided in Section 8.1, except the obligations to indemnify as to claims presented within said respective periods shall continue until resolved. (a) In no event shall Notwithstanding the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b)foregoing, as applicableto any claim involving intentional misrepresentation by or on behalf of the Seller, the Seller's obligation of indemnification set forth in Section 8.2 shall continue without time limit except as provided by the applicable state statute of limitations. (b) A claim will be deemed covered by Section 8.2 or Section 8.3 if it arises within the period set forth in Section 8.1 and notice is given to the party against whom it is made no later than fifteen (15) days after expiration of said period. (c) Any recovery by Purchaser for indemnification shall be limited as follows: (i) Purchaser shall not be entitled to recover any amount for indemnification claims under this Article VIII unless and until the aggregate amount of all which Purchaser is entitled to recover in respect to such Damages claims exceeds $100,000 S25,000.00 (the “Liability Threshold”"Deductible"), in which case event the Seller or entire amount which Purchaser is entitled to recover in respect of all such claims, less the Acquiror, as applicableDeductible, shall be liable payable; and (ii) The maximum amount recoverable by Purchaser for all such Damages indemnification claims under this Article VIII shall in excess of the Liability Threshold, aggregate be equal to S250,000.00. (d) The indemnification provided in this Article VIII shall be the sole and then not exclusive legal remedy for any Damages inaccuracy or any breach of representation or warranty made by any party in excess of this Agreement and no party hereto shall seek any other legal remedy which might otherwise be available to either party. (e) A claim will not be covered by Section 8.2 or Section 8.3 unless the then applicable Liability Cap for all claims party entitled to assert such claim gives notice to the other party against whom it is made under within sixty (60) days from the date on which the claiming party discovers such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; providedclaim. This limitation, however, that: (A) for purposes shall not affect calculation of claims made by the Acquiror under Sections 11.2(a)(iii)Deductible, 11.2(a)(iv) or 11.2(a)(v), nor shall any such claim not presented within said 60 days be applied to reduce the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller maximum amount recoverable under Section 11.2(b)(iii8.4(c), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The following provisions shall apply notwithstanding any other provision contained in this Article VIII: (ai) In Except in respect of any Loss arising out of or in connection with fraud or intentional misconduct or a breach of a Designated Representation, the Sellers' aggregate liability for indemnification pursuant to Section 8.2(a)(i)(A) and Section 8.2(a)(i)(E) shall not exceed the Escrow Amount. (ii) The Sellers' aggregate liability for indemnification hereunder (including, without limitation, for fraud, intentional misconduct or breaches of the Designated Representations) shall not exceed the Purchase Price, and each Seller's individual liability for indemnification hereunder (including, without limitation, for breaches of the Designated Representations) shall not exceed the portion of the Purchase Price actually received by such Seller. (iii) Except in respect of any Loss arising out of or in connection with fraud or intentional misconduct or a breach of a Designated Representation, in no event shall the Seller or the Acquiror Sellers be liable for any Damages to an Indemnified Party pursuant to Section 11.2(a8.2(a)(i)(A) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages Losses exceeds $100,000 (100,000, after which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Sellers shall be liable for all such Damages in excess of Losses including the Liability Threshold, and then not for any Damages in excess of Losses applied to satisfy the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capforegoing threshold. (biv) Each party agrees that it shallIn no event shall any Party be liable under this Section 8.2 for any consequential, and shall cause punitive, special or incidental damages, except to the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually extent such damages are paid to third party claimants (for example, damages resulting from the Indemnified Party or the Indemnitee, as applicable, relating payment of punitive damages awarded to such claima third-party plaintiff). (cv) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALWhen used herein, CONSEQUENTIALthe term “fraud” shall be deemed to require an element of scienter (i.e., SPECIAL OR INDIRECT DAMAGESintent to deceive, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYmanipulate or defraud).

Limitations. 7.1 The limitations set out in this clause 7 shall not apply to any claim under this agreement which is: (a) In the consequence of fraud, dishonesty, wilful concealment, wilful misrepresentation or gross negligence by or on behalf of the Warrantors; or (b) a result of a breach of the Warranties in paragraph 1, 6 or 9 of Schedule 3. 7.2 No Claim may be made against the Warrantors unless written notice of such Claim is served on the Warrantors giving reasonable details of the Claim by no event later than the date which is 12 months after the Warranty Date. 7.3 The aggregate liability of the Warrantors for all and any Claims: (a) in the case of the Company shall be limited to the Seller aggregate amount subscribed for by Lakeland under this Agreement; and (b) in the case of the Founder, shall be limited to the amount of his annual salary at the Completion Date, together (in the case of the Company) with the proper and reasonable costs of recovery in respect of any Claim incurred by (or the Acquiror on behalf of) Lakeland. 7.4 The Warrantors shall not be liable for any Damages pursuant to Section 11.2(aClaim unless: (a) or 11.2(b), as applicable, unless and until the aggregate amount of liability for all such Damages Claims exceeds $100,000 (the “Liability Threshold”)£30,000, in which case the Seller or the Acquiror, as applicable, Warrantors shall be liable for all such Damages in excess of the Liability Threshold, entire amount and then not for any Damages in excess of just the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateexcess; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.and (b) Each party agrees that it shallin calculating liability for Claims for the purposes of clause 7.4(a), any Claim which is less than £10,000 (excluding interest, costs and expenses) shall cause be disregarded. For these purposes, a number of Claims arising out of the applicable Indemnitees tosame or similar subject matter, use its facts, events or their commercially reasonable efforts circumstances shall be aggregated to secure payment from insurance policies available and form a single Claim. 7.5 No liability of the Warrantors in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount breach of any insurance proceeds actually paid Warranty shall arise: (a) if such breach occurs by reason of any matter which would not have arisen but for the coming into force of any legislation not in force at the Completion Date or by reason of any change to HMRC’s practice occurring after the Completion Date; (b) to the Indemnified Party extent that a specific and reasonably detailed allowance, provision or reserve has been made in the Indemnitee, as applicable, relating Accounts or in the Management Accounts in respect of the matter to which such claim.liability relates; (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALto the extent that such breach or claim arises as a result of any change in the accounting bases or policies in accordance with which the Company values its assets or calculate its liabilities or any other change in accounting practice from the treatment or application of the same used in preparing the Accounts (save to the extent that such changes are required to correct errors or because relevant generally accepted UK accounting principles have not been complied with). 7.6 The Warrantors shall not be liable for any Claim if: (a) the alleged breach which is the subject of the Claim is capable of remedy and is remedied to the reasonable satisfaction of Lakeland by the Warrantors within 30 days of the date on which the notice in clause 7.2 is received by the Warrantor; and (b) Lakeland does not suffer any losses in connection with the alleged breach. 7.7 The Founder shall not be liable for any Contract Claim if: (a) the aggregate liability for any Contract Claim reasonably capable of being quantified is less than £30,000 (and for this purpose, CONSEQUENTIALa number of Contract Claims arising out of the same or similar subject matter, SPECIAL OR INDIRECT DAMAGESfacts, INCLUDING BUSINESS INTERRUPTIONevents or circumstances shall be aggregated to form a single Contract Claim); or (b) the breach which is the subject of the Contract Claim is capable of remedy and is remedied to the reasonable satisfaction of Lakeland by the Founder within 30 days of the date on which Lakeland notifies the Founder of such Contract Claim, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYand Lakeland does not suffer any loss greater than £10,000 in connection with the breach. 7.8 Nothing in this agreement shall relieve Lakeland’s duty under common law to mitigate any loss or liability which is the subject of a Claim. 7.9 Lakeland may not recover from the Warrantors under the Warranties more than once in respect of the same damages suffered. 7.10 The Warrantors shall not be liable for a Claim to the extent that the matter or circumstance giving rise to such Claim was Disclosed in the Disclosure Letter. 7.11 The limitations set out in this clause 7 shall not apply to the specific Future Fund warranties set out in clause 5.3.

Limitations. (a) In no event shall Except as and to the extent expressly set forth in this Article 4, the Assignment and ▇▇▇▇ of Sale, or in the certificate of Seller or the Acquiror to be liable for any Damages delivered pursuant to Section 11.2(a) or 11.2(b8.2(f), as applicable(i) Seller makes no representations or warranties, unless express or implied, and until the aggregate amount (ii) Seller expressly disclaims all liability and responsibility for any representation, warranty, statement, or information made or communicated (orally or in writing) to Purchaser or any of all such Damages exceeds $100,000 its Affiliates, employees, agents, consultants, or representatives (the “Liability Threshold”)including any opinion, in which case the information, projection, or advice that may have been provided to Purchaser by any officer, director, employee, agent, consultant, representative, or advisor of Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess any of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) its or 11.2(btheir Affiliates), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shallEXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN THIS ARTICLE 4, and shall cause the applicable Indemnitees toIN THE ASSIGNMENT AND ▇▇▇▇ OF SALE, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the IndemniteeOR IN THE CERTIFICATE OF SELLER TO BE DELIVERED AT CLOSING PURSUANT TO SECTION 8.2(F), as applicableSELLER MAKES NO, relating to such claim.AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding anything to the contrary contained in this Agreement, CONSEQUENTIALany representations and warranties that are contained in this Article 4 with respect to the Additional Leases are limited to the actual knowledge of Seller. (d) Any representation “to the knowledge of Seller” or “to Seller’s knowledge” is limited to matters within the actual knowledge, SPECIAL OR INDIRECT DAMAGESafter reasonable due inquiry, INCLUDING BUSINESS INTERRUPTIONof the individuals identified on Schedule 4.16. (e) Any representation of Seller in this Article 4 that relates to Properties in which Seller is a non-operator under a joint operating agreement or similar agreement is limited to the knowledge of Seller. (f) Inclusion of a matter on any of the Schedules which are referenced in this Article 4 (such Schedules, LOSS OF FUTURE REVENUEthe “Seller Disclosure Schedules”) with respect to a representation or warranty that addresses matters having a Material Adverse Effect shall not be deemed an indication that such matter does, DIMINUTION IN VALUEor may, PROFITS OR INCOMEhave a Material Adverse Effect. Seller Disclosure Schedules may include matters not required by the terms of the Agreement to be listed on the schedule, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYwhich additional matters are disclosed for purposes of information only, and inclusion of any such matter does not mean that all such matters are included. A matter scheduled on any of the Seller Disclosure Schedules as an exception for any representation and/or warranty shall be deemed to be an exception to all representations and/or warranties for which it is reasonably apparent on its face that such exception would apply.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, or any right or remedy available under any applicable Law, the rights of the Indemnified Parties hereunder, and the obligations of the Indemnifying Parties hereunder, are limited as follows: (a) In no event Neither Seller nor Buyer shall be liable, and the Buyer Indemnitees or Seller or the Acquiror be liable Indemnitees, respectively, will not have any right to indemnification, for any Damages pursuant to Loss under Section 11.2(a10.3(a) or 11.2(bSection 10.2(a), as applicablerespectively, unless and until the aggregate amount of all such Damages Losses exceeds $100,000 250,000 (the “Liability ThresholdDeductible”), in which case the Seller or the AcquirorBuyer, respectively, shall only be required to indemnify for such Losses in excess of the Deductible. Neither Seller nor Buyer shall be liable, and the Buyer Indemnitees or Seller Indemnitees, respectively, will not have any right to indemnification, for any Loss under Section 10.3(a) or Section 10.2(a), respectively, to the extent the aggregate amount of all such Losses exceeds $2,000,000 (the “Cap”). For avoidance of doubt, neither the Basket nor the Cap will apply to Losses under Section 10.3(b) through Section 10.3(f) or Section 10.2(b) through Section 10.2(c) or claims based on Fraud, and in such instances the Buyer Indemnitees or Seller Indemnitees, as applicable, shall will be liable for all such Damages in excess of entitled to recover their full Losses from the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror first dollar without regard giving effect to the Liability Threshold Basket or Liability Cap; the Cap (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due but subject to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capterms and conditions set forth in this Agreement). (b) Each party agrees that it shallSeller shall not be liable, and shall cause the applicable Buyer Indemnitees towill not have any right to indemnification, use its for any Loss under Section 10.3(f) to the extent the aggregate amount of all such Losses exceeds $4,000,000 (the “Special Cap”). For avoidance of doubt, the Special Cap will not apply to Losses under Section 10.3(a) through Section 10.3(e) or their commercially reasonable efforts to secure payment from insurance policies available claims based on Fraud, and in existence that provide coverage with respect such instances the Buyer Indemnitees will be entitled to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid recover their full Losses without giving effect to the Indemnified Party or Special Cap (but subject to the Indemnitee, as applicable, relating to such claimother terms and conditions set forth in this Agreement). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALExcept in the event of Fraud, CONSEQUENTIALneither Seller nor Buyer shall be liable, SPECIAL OR INDIRECT DAMAGESand the Buyer Indemnitees or Seller Indemnitees, INCLUDING BUSINESS INTERRUPTIONrespectively, LOSS OF FUTURE REVENUEwill not have any right to indemnification, DIMINUTION IN VALUEfor any Loss under Section 10.3 or Section 10.2, PROFITS OR INCOMErespectively, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYto the extent the aggregate amount of all such Losses exceeds the Initial Purchase Price (the “Overall Cap”). (d) Seller will not have any Liability, and the Buyer Indemnitees will not have any right to indemnification, for any Loss to the extent such Loss has been included in the Closing Statement and resulted in an actual adjustment to the Purchase Price, as finally determined pursuant to Section 2.3, it being understood and agreed that the Buyer Indemnitees shall not be entitled to be compensated more than once for the same Loss. (e) For purposes of calculating the amount of Losses that are the subject matter of a claim for indemnification pursuant to Section 10.3(a) or Section 10.2(a), the applicable representations and warranties shall be deemed to have been made without giving effect to any materiality or Material Adverse Effect qualifier.

Limitations. 9.1 Notwithstanding any other provisions in this Agreement or any other Transaction Documents to the contrary, any claims by the Purchaser against the Vendor and/or the Guarantor under this Agreement (including in respect of the Warranties) or any other Transaction Documents (the “Claim(s)”) shall be subject to the limitations referred to in Clause 9. 9.2 In respect of any Claim in relation to any breach of the Other Warranties, the aggregate amount that would be recoverable from the Vendor and/or the Guarantor shall be up to 30% of the losses, claims, liabilities, costs and expenses suffered or incurred by the Purchaser and the Group as a result of such breach of the Other Warranties (solely for the purpose of calculation of the losses, claims, liabilities, costs and expenses suffered or incurred by the Purchaser as referred to in this Clause 9.2, it shall be presumed that the Purchaser did not own any direct or indirect equity interest in the Group immediately prior to the date hereof and that the Purchaser would acquire 100% direct or indirect equity interest in the Group from the Vendor at Completion). 9.3 In respect of any Claim (other than a claim under the Deed of Tax Indemnity), the Vendor and/or the Guarantor will only be liable if the aggregate amount (excluding interest and costs) that would be recoverable from the Vendor and/or the Guarantor in respect of such Claim or Claims exceeds HK$1,000,000 (or its equivalent). 9.4 The Purchaser shall not be entitled to make a Claim (other than a claim under the Deed of Tax Indemnity) against the Vendor and/or the Guarantor: (a) In no event shall in respect of any matter or thing after the Seller date of this Agreement done or omitted to be done at the Acquiror be liable for any Damages pursuant to Section 11.2(a) written request of or 11.2(b), as applicable, unless and until with the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess written consent of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.Purchaser; (b) Each in connection with the New Finance Documents and the transactions contemplated thereunder; or (c) if and to the extent that: (i) the Claim would not have arisen but for any act, omission, transaction or arrangement (or any combination of any of the same) voluntarily effected after Completion by the Purchaser other than pursuant to a legally binding obligation created before Completion by the Vendor, the Company or the Subsidiary without the prior written consent of the Purchaser; (ii) the Claim would not have arisen but for any change in the accounting policy or practice of the Company or the Subsidiary having effect after Completion except where such change was necessary in order to comply with any mandatory legal, regulatory or financial reporting requirement; (iii) the Claim arises or is increased as a result of the passing of, or any change in or any change in the interpretation of, any law, rule, regulation or administrative practice of any government authority after Completion; (iv) the subject matter of the Claim, including any cost or expense incurred by the Purchaser, has been wholly made good or has otherwise been fully compensated for without cost or expense to the Purchaser or the Company; (v) provision is made for such Claim in the Agreed Completion Accounts or the Final Completion Accounts (as the case may be); (vi) the subject matter of the Claim is taken into account in computing and reducing the Net Asset Value based on the Agreed Completion Accounts or the Final Completion Accounts (as the case may be); (vii) recovery in respect of the liability has been made under any of the other Transaction Documents; (viii) it arises or is increased as a result of the disposal or sale or transfer or other dealing of (i) the whole or part of the Property by the Subsidiary after Completion or (ii) the whole or part of the equity interest in the Company or the Subsidiary after Completion, or any appreciation in the value of the Property; or (ix) to the extent of any loss of profit, business, goodwill, reputation or any consequential, special or indirect loss after Completion; or (x) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable. 9.5 If any of the Vendor and/or the Guarantor pays an amount in discharge of any Claim, and the Purchaser and/or the Company and/or the Subsidiary subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party, and is entitled to retain, a sum which is referable to the subject matter of the Claim and which would not otherwise have been received by the Purchaser and/or the Company and/or the Subsidiary, the Purchaser shall pay, or shall procure that the Company and/or the Subsidiary pays, to the Vendor and/or the Guarantor an amount equal to the lesser of (a) the sum recovered from the third party agrees that it (less any costs incurred in such recovery) and (b) the amount previously paid by the Vendor and/or the Guarantor to the Purchaser. 9.6 For avoidance of doubt, the Purchaser shall not be entitled to recover from the Vendor and/or the Guarantor more than once under this Agreement (including for breach of the Warranties), the Deed of Tax Indemnity or any other Transaction Documents in respect of the same losses suffered whether by the Purchaser and/or the Company and/or the Subsidiary. 9.7 No Claim shall be brought by the Purchaser unless the Purchaser shall have a written notice given to the Vendor specifying in reasonable detail and to the extent possible the event or default to which the Claim relates (to the extent known or should, after making reasonable enquiries, have been known to the Purchaser and/or the Company and/or the Subsidiary) and the nature of the breach (if applicable) and amount claimed no later than: (a) in the case of a claim relating to Tax, the expiry of a period of seven (7) years commencing on the Completion Date; and (b) in any other case, the expiry of a period of five (5) years commencing on the Completion Date. 9.8 Any Claim in respect of which written notice has been given in accordance with Clause 9.7 will be deemed to have been irrevocably withdrawn and lapsed and the liability of the Vendor and/or the Vendor’s Guarantor shall terminate, if (not having been previously satisfied, settled or withdrawn) mediation, arbitration or other legal proceedings in respect of such Claim have not been commenced against the Vendor or the Vendor’s Guarantor on or before the expiry of the period of six (6) calendar months after the date of such written notice. 9.9 The aggregate liability of the Vendor and the Guarantor under this Agreement (including the Warranties), the Deed of Tax Indemnity and the other Transaction Documents shall not exceed the amount equivalent to the Consideration actually received by the Vendor. 9.10 The Purchaser shall, and shall cause procure that the applicable Indemnitees toCompany and/or the Subsidiary shall, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect relation to any Damages loss or liability which might give rise to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by Claim against the amount of any insurance proceeds actually paid Vendor and/or the Guarantor take reasonable steps to the Indemnified Party avoid or the Indemnitee, as applicable, relating to such claimmitigate that loss or liability. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

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

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

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

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

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

Limitations. Notwithstanding the provisions of Section 8.01: (a) In Purchaser shall have no event shall right to make a claim for indemnification for breach by Seller and/or Caus▇▇▇ ▇▇ representations and warranties under Section 8.01(a) except for the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until amount by which the aggregate amount of all claims with respect to such Damages matters exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate25,000; provided, howeverthat the foregoing limitations shall not apply to any claim for indemnification under Sections 8.01(b), that: (Ac), (d), (e), (f), (g), (h), (i), (j), (k) or (l). The provisions of this Section 8.02(a) shall not apply with respect to claims under Section 8.01(a) for purposes of claims made breach by Seller or Caus▇▇▇ ▇▇ the Acquiror under representations and warranties set forth in Sections 11.2(a)(iii)1.01, 11.2(a)(iv) or 11.2(a)(v)1.02, the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; 1.03 and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap1.04. (b) Each party agrees that it shallThe right of indemnification provided in Section 8.03 is solely for the benefit of the parties referred to therein, and shall cause such right will not be extended, either directly or indirectly, to any other person except for assignees of Purchaser permitted by Section 9.05 hereof or consented to by Seller and Caus▇▇▇. ▇▇cept as set forth in the applicable Indemnitees Agreement Not to Compete, the right of indemnification in Section 8.01 is the sole remedy which Purchaser has against Seller and Caus▇▇▇ ▇▇▇ any breach of a representation or warranty hereunder or for any other claim with respect to, use its or their commercially reasonable efforts to secure payment from insurance policies available and arising in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by matter from, the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimtransactions contemplated hereunder. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALIf a condition precedent stated in Section 6.01 is not satisfied, CONSEQUENTIALthe Seller's Closing Certificate specifies the representation or warranty which is not correct in all material respects and identifies the reason and underlying facts therefor in reasonable details (such facts, SPECIAL OR INDIRECT DAMAGESthe "Down-Date Facts"), INCLUDING BUSINESS INTERRUPTIONand Purchaser at any time thereafter proceeds with the Closing notwithstanding such unsatisfied condition or incorrectness, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthen Seller and Caus▇▇▇ ▇▇▇ll have no liability to Purchaser or any other party indemnified pursuant to Section 8.01 with respect to the Down-Date Facts to the extent so described.

Limitations. (a) In no event 5.1 Save for Clause 6 the provisions of this Agreement shall only become binding on the Seller parties upon the granting of Planning Permission in respect of the Application and the subsequent Implementation of the said permission thereof by means of Commencement of Development. If the planning permission is not granted then this obligation shall immediately cease to have further effect 5.2 Subject always to clause 5.3 any provisions involving requirements or obligations to be met prior to or restricting or relating to the Acquiror be liable for any Damages Commencement of Development shall come into force on the date of the grant of Planning Permission pursuant to Section 11.2(athe Application but otherwise the provisions of this agreement shall take effect and become binding on the Owner on Commencement of Development 5.3 Nothing in this obligation shall prohibit or limit the right to develop any part of the Land in accordance with a planning permission (other than the planning permission granted for this Application) granted (whether or 11.2(b), as applicable, unless and until not on Appeal) after the aggregate amount date of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, this Agreement. 5.4 No person shall be liable for breach of a covenant contained in this Agreement after he shall have parted with all interest in the Land or the part in respect of which such Damages in excess breach occurs but without prejudice to liability for any subsisting breach of covenant prior to parting with such interest. 5.5 This Agreement shall cease to have effect (insofar only as it has not been complied with) if the Planning Permission shall be quashed, revoked or otherwise withdrawn or (without the consent of the Liability Threshold, and then not for Owner) it is modified by any Damages statutory procedure or expires prior to Commencement of Development 5.6 The covenants contained in excess this Agreement shall take effect only upon the Implementation of the Planning Permission and shall not bind the individual purchasers of completed Dwellinghouses nor their mortgagees nor service providers of gas water electricity drainage and telecommunications 5.7 This Agreement is a local land charge and shall be registered as such 5.8 Any notice or other written communication to be served upon or given by one party to any other under the terms of this Agreement shall be deemed to have been validly served or given if transmitted by facsimile (and confirmed by transmission confirmation slip) delivered by hand or sent by recorded delivery post to the party upon whom it is to be served or to whom it is to be given or as otherwise notified for the purpose by notice in writing 5.9 In the event of any dispute in respect of any matter contained in this Agreement then applicable Liability Cap the same shall be determined by arbitration conducted in accordance with the Arbitration Act 1996 the arbitrator to be nominated on the application of either of the parties in dispute by the President for all claims made under the time being of the Chartered Institute of Arbitrators such Section 11.2(a) or 11.2(b), as applicable, person being experienced in the aggregate; provided, however, that: (A) for purposes relevant field with not less than 10 years' standing. 5.10 If any part of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller this Agreement shall be liable for all Damages suffered declared unlawful or invalid by the Acquiror without regard any Court of competent jurisdiction then (to the Liability Threshold or Liability Cap; (Bextent possible) for purposes the remainder of claims made by this Agreement shall continue in full force and effect 5.11 The parties hereto are satisfied that the Seller under Section 11.2(b)(iii), provisions of this Agreement comply with the Acquiror shall be liable for all Damages suffered by requirements of Regulation 122 and Regulation 123 of the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.Community Infrastructure Levy Regulations 2010

Limitations. (a) In no event Seller shall the Seller or the Acquiror not be liable for required to make any Damages indemnification payment pursuant to Section 11.2(a) or 11.2(b), 7.2 until such time as applicable, unless and until the aggregate total amount of all Damages that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $10,000 in the aggregate. If the total amount of such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, 10,000 in the aggregate, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding $10,000; provided, however, that: (Ai) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the neither Seller nor Purchaser Entities shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold other party under this Agreement for any lost profits, diminution of value, special, exemplary, punitive, incidental or Liability Capconsequential damages, or damages calculated as a multiple of company revenue, profits or similar metrics; (Bii) Seller shall not be liable to Purchaser Entities or to any other party under Section 7.2(i) for purposes any damages, losses, or liabilities of any kind following the expiration of the statute of limitations for any such infringement claims made by (the “Indemnification Survival Time”), provided, however, that if at any time prior to the Indemnification Survival Time the Purchaser (acting in good faith) delivers to the Seller a written notice asserting an Indemnification Claim under Section 11.2(b)(iii7.2(i) properly asserted in accordance with this Agreement (on behalf of itself or any other Indemnitees), then the Acquiror claim asserted in such notice shall be liable for all Damages suffered by survive the Seller without regard to the Liability Threshold or Liability CapIndemnification Survival Time until such time as such claim is fully and finally resolved; and (Ciii) for purposes of claims made by a party due Seller shall not be liable to the other party’s fraud Purchaser Entities or willful misconduct, such party shall be liable for all Damages suffered by the to any other party without regard under this Agreement, whether pursuant to Section 7.2(ii) or otherwise, for any damages, losses, or liabilities of any kind related to any Assumed Liabilities on or after the Liability Threshold or Liability Capdate that is six (6) months following the Closing Date. (b) Each party agrees that it shallThe limitations set forth in Section 7.3(a) shall not apply in the case of intentional misrepresentation, and shall cause the applicable Indemnitees to, use its willful misconduct or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimfraud. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Neither any Seller Indemnified Party nor the Purchaser Indemnified Party shall have any liability for, or Losses be deemed to include, any special, punitive or exemplary damages, whether in contract or tort, regardless of whether the Seller or the Acquiror other Party shall be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicableadvised, shall be liable for all such Damages have reason to know, or in excess fact shall know of the Liability Threshold, and then not for possibility of such damages suffered or incurred by any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the IndemniteePurchaser Indemnified Party in connection with this Agreement any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, as applicableexcept to the extent any such damages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, relating the limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The Parties acknowledge and agree that (a) the Purchaser’s Losses, if any, for any indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such claimindemnifiable event and (b) subject to this Section 7.6, the Purchaser shall be entitled to make indemnification claims for all such missing or delayed Purchased Receivables that the Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and such missing or delayed Purchased Receivables shall not be deemed special, punitive or exemplary damages for any purpose of this Agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. Notwithstanding anything herein to the contrary, as to matters which are subject to indemnification pursuant to this Section 11.2.1(b), (a) In no event Seller and Shareholder shall the Seller or the Acquiror not be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount Losses to the Indemnified Purchaser Parties resulting from such otherwise indemnifiable matters under Section 11.2.1(b)(and (x) any Assumed Warranty Obligations described in Section 10.1 and (y) any Customer other Business Relationships described in Section 10.7) shall exceed a cumulative aggregate of all such Damages exceeds $100,000 75,000 (the “Liability Indemnification Threshold”)(with Seller and Shareholder being responsible for all Losses that exceed the Indemnification Threshold), and (b) the aggregate amount of any payments that shall be payable by Seller and Shareholder as a result of any Claims for indemnification made under Section 11.2.1(b) with respect to a misrepresentation or breach of warranty shall be limited to $6 million (the “General Maximum Limitation”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: that neither the Indemnification Threshold nor the General Maximum Limitation shall apply to (Ai) Claims for Losses relating to a breach of the representations and warranties of Seller set forth in Sections 3.1 through 3.5, 3.10, 3.12, 3.17 (first sentence), 3.21, 3.24, 3.26, 3.27 and 3.37, (ii) Claims for Losses relating to the Retained Liabilities, (iii) Claims relating to any unpaid Taxes owed by Seller and/or Shareholder, including any sales Tax associated with the transactions contemplated hereby and/or required to be paid by, or on behalf of Seller in connection with the operations of its Business, or otherwise, or (iv) Claims for Losses relating to a breach of any representation or warranty that was actually known to be false when made or for fraud. For purposes of claims made by determining whether the Acquiror under Sections 11.2(a)(iii)Indemnification Threshold has been met and in the calculation of losses, 11.2(a)(iv) or 11.2(a)(v), the Seller all “materiality” qualifiers in this Agreement shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capdisregarded. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Equityholders for Damages under Section 6.1(a) shall not exceed $5,500,000 (the “Indemnification Cap”), (ii) the Indemnifying Equityholders shall be liable only for that portion of the aggregate Damages under this Article VI for which they would otherwise be liable which exceeds $500,000 (the “Indemnification Deductible”) and (iii) each Indemnifying Equityholder shall only be liable for his, her or its Pro Rata Share of the Damages for which the Indemnifying Equityholders are liable under this Article VI; provided that the Indemnification Cap and Indemnification Deductible shall not apply to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2 or 2.3. For purposes solely of this Article VI, all representations and warranties of the Company in Article II (other than Sections 2.6, 2.7, 2.10 and 2.26) shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. In addition, Zipcar shall not be entitled to make any claim in respect of any Individual Matter unless such claim is for Damages in an amount of at least $5,000. (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of Zipcar for Damages under Section 6.2(a) shall not exceed the Indemnification Cap and (ii) Zipcar shall be liable for only that portion of the aggregate Damages under this Article VI for which it would otherwise be liable which exceeds the Indemnification Deductible; provided that the Indemnification Cap and Indemnification Deductible shall not apply to a claim pursuant to Section 6.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2 or 3.3. For purposes solely of this Article VI, all representations and warranties of Zipcar and the Transitory Subsidiary in Article III (other than Sections 3.6, 3.7, 3.10 and 3.25) shall be construed as if the term “material” and any reference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. In addition, the Indemnifying Equityholders shall not be entitled to make any claim in respect of any Individual Matter unless such claim is for Damages in an amount of at least $5,000. (c) Except with respect to claims based on fraud arising in connection with the negotiation of the transactions contemplated hereby, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or the matters set forth in Sections 6.1(c), 6.1(d) and 6.2(c) or otherwise arising in connection with the transactions contemplated hereby; provided, however, that nothing in this Section 6.5(c) shall limit the rights and obligations of Zipcar, its equityholders or the Indemnifying Equityholders pursuant to the Investor Documents or otherwise limit the rights and obligations of any equityholder of Zipcar, including the Indemnifying Equityholders, in such capacity. (d) The redemption of shares of Zipcar Preferred Stock from and/or issuance of shares of Zipcar Preferred Stock to Indemnifying Equityholders pursuant to Section 6.3 of this Agreement shall be the sole and exclusive means for satisfying claims for indemnification pursuant to this Agreement, whether pursuant to Section 6.1 or Section 6.2, including that in no event shall any of Zipcar, its Equityholders, the Seller Surviving Corporation or any Indemnifying Equityholder be obligated to make any cash payment to any Indemnified Party with respect to any claim for indemnification pursuant to this Agreement. (e) No Indemnifying Equityholder shall have any right of contribution against the Company or the Acquiror Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be liable for reduced by (i) any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or other third party (including recourse received following any redemption of Merger Shares pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”6.3(i), in which case the Seller or the Acquiror, as applicable, such shares shall be liable for all reissued in such Damages in excess number as equals each Indemnifying Equityholders’ pro rata share of such recovery divided by the Liability Threshold, and then not for any Damages in excess of Zipcar Preferred Stock Price except to the then applicable Liability Cap for all claims made under extent that such Section 11.2(a) or 11.2(b), as applicable, potential recovery was taken into account in the aggregate; provided, however, that: (Ainitial determination of Damages) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (Cii) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds tax savings actually paid to the realized by such Indemnified Party or an Affiliate, for the Indemniteetax year in which such Damages are incurred, as applicable, which are clearly attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such claimDamages). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Anything herein to the contrary notwithstanding, the indemnification rights set forth in this ARTICLE VIII and ARTICLE IX shall the Seller be a Party’s sole and exclusive remedy against another Party for any claim, demand, cause of action or Damages arising out of or related to this Agreement or the Acquiror transactions contemplated hereby; provided, however, that notwithstanding the foregoing, nothing shall limit or impair any right that any Party may have to su▇ ▇nd obtain equitable relief, including specific performance and other injunctive relief, for the breach of Section 7.2. (b) No amount shall be liable for any Damages pursuant payable to a Buyer Indemnified Party under Section 11.2(a8.1(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 450,000 (the “Liability Threshold”), in at which case time the Seller or Sellers shall indemnify the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: Buyer Indemnified Party (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due subject to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard provisions of this ARTICLE VIII) to the Liability extent of such excess; provided that (i) the Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage not apply with respect to any Damages resulting from, arising out of or relating to be indemnified. The amount breaches or inaccuracies of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party Sellers Fundamental Representations or the Indemnitee, as applicable, relating to Sellers Key Representations and (ii) none of such claimDamages shall count towards the satisfaction of the Threshold. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification pursuant to Section 8.1(a) (including payments made in the form of Closing Shares) shall not exceed an amount equal to $11,800,000 (the “Cap”); provided that (i) the Cap shall not apply to any payments made by Sellers with respect to Damages resulting from, CONSEQUENTIALarising out of or relating to breaches or inaccuracies of Sellers Fundamental Representations or Sellers Key Representations, SPECIAL OR INDIRECT DAMAGES(ii) none of such Damages shall count towards the Cap and (iii) in each event that the number of Tranche Two Shares or Tranche Three Shares is reduced as a result of adjustment pursuant to Schedule 1.5(a)(i), INCLUDING BUSINESS INTERRUPTIONthen at such time the Cap shall be reduced to an amount equal to the product of (x) $11,800,000, LOSS OF FUTURE REVENUEmultiplied by (y) the Cap Reduction Percentage. (d) The aggregate amount of all payments made by Sellers in satisfaction of claims for indemnification pursuant to Section 8.1(a) of Sellers Key Representations shall not exceed an amount equal to $33,630,000 (the “Key Representations Cap”); provided that (i) none of such Damages shall count towards the Cap and (ii) in each event that the number of Tranche Two Shares or Tranche Three Shares is reduced as a result of adjustment pursuant to Schedule 1.5(a)(i), DIMINUTION IN VALUEthen at such time the Key Representations Cap shall be reduced to an amount equal to the product of (x) $33,630,000, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYmultiplied by (y) the Cap Reduction Percentage.

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

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

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

Limitations. (a) In no event The indemnification obligations of the Shell Parties and the KM Parties contained in Sections 4.5 through 4.8 shall be subject to the Seller following limitations and conditions: 4.9.1 Such indemnification obligations shall not limit the disclaimers of warranties and acknowledgments of the Shell Parties and/or the KM Parties, respectively, with respect to the Partnership Assets as specified in either the KM General Conveyance or the Acquiror be liable for any Damages pursuant Shell General Conveyance, and the indemnities contained herein shall have no application to Section 11.2(a) matters of description, title (including, without limitation, the existence or 11.2(bnon-existence of easements, licenses, rights-of-way, permits, franchises, liens, leases, unit agreements or other encumbrances or other agreements or the failure to procure governmental or necessary Third Party consents or approvals of assignment of the Partnership Assets), as applicablequality, value, fitness for purpose or merchantability of the Partnership Assets; 4.9.2 Such indemnification obligations shall not limit the Limited Partnership's obligations (including indemnification obligations) under Section 2.2.1(a) hereof and the indemnities by the Shell Parties and/or the KM Parties contained herein shall have no application to any costs, losses or liabilities incurred by the Limited Partnership in connection with fulfilling any removal, abandonment and/or restoration obligations to the extent assumed by the Limited Partnership under Section 2.2.1(a); 4.9.3 The Shell Parties' combined financial obligations under Sections 4.5 and 4.6 shall not exceed, in the aggregate, $30,000,000; 4.9.4 The KM Parties' combined financial obligations under Sections 4.7 and 4.8 shall not exceed, in the aggregate, $7,500,000; 4.9.5 The Shell Parties shall not have any financial obligations under said Sections 4.5 and 4.6 unless and until the aggregate amount of all such Damages exceeds Limited Partnership has first paid $100,000 (50,000 with respect to each individual Third Party Claim, Environmental Claim or Environmental Cleanup Liability for which the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateLimited Partnership seeks to deliver a Claim Notice; provided, however, that: (A) for purposes of claims made by this Subsection shall not otherwise act or be interpreted to limit the Acquiror indemnification obligations contained within said Sections; 4.9.6 The KM Parties shall not have any financial obligations under said Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), 4.7 and 4.8 unless and until the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Limited Partnership has first paid $50,000 with respect to any Damages each individual Third Party Claim, Environmental Claim or Environmental Cleanup Liability for which the Limited Partnership seeks to deliver a Claim Notice; provided, however, this Subsection shall not otherwise act or be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by interpreted to limit the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.indemnification obligations contained within said Sections; and

Limitations. (a) In no event shall Notwithstanding any other provision in this Agreement, Delano will be entitled to indemnification only to the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until extent that the aggregate amount Indemnifiable Amounts (which shall be determined for all purposes of all such Damages exceeds this Article X disregarding any qualification in any representation or warranty as to "materially" or "material") exceed One Hundred Thousand Dollars ($100,000 100,000) (the “Liability Threshold”"THRESHOLD AMOUNT"). Except as provided in the remainder of this Section 10.4, in which case Delano will be entitled to be indemnified hereunder only from the Seller or the Acquiror, as applicable, Escrow Fund. All Indemnifiable Amounts shall be liable for all such Damages in excess reduced by any actual tax savings or insurance payments to which Delano shall be entitled directly or indirectly by reason of the Liability Threshold, and then not for any Damages in excess occurrence of the then applicable Liability Cap event giving rise to the indemnification. The liability of any single Stockholder for all claims made under indemnification obligations hereunder shall be limited to such Section 11.2(a) or 11.2(b), as applicable, in Stockholder's pro rata share of the aggregateEscrow Fund based on the Merger Consideration received by such Stockholder relative to the aggregate number of Merger Consideration; provided, however, that: (A) that there will be no limitation on - 34 - 40 the obligations of any person for Indemnifiable Amounts arising out of criminal activity or willful misstatements or omissions by such person. For purposes of claims made removing all doubt except in the case of criminal activity or willful misstatement or omission by such Stockholder, in no event will a Stockholder's liability for Indemnifiable Amounts exceed such Stockholder's pro rata share of the Acquiror under Sections 11.2(a)(iii)Escrow Fund. Notwithstanding the foregoing, 11.2(a)(iv) or 11.2(a)(v), the Seller each Stockholder alone shall be liable for all Damages suffered by the Acquiror responsible and without limitation of any sort and without regard for the Threshold Amount for any Indemnifiable Amounts related to that Stockholder's breach of its representations in Article IV, but not in excess of the Liability Threshold or Liability Cap; (B) for purposes of claims made Merger Consideration received by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapStockholder. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event The VZW Parties shall the Seller or the Acquiror not be liable for any Damages inaccuracy in or breach of representation and warranty pursuant to Section 11.2(a8.2(a)(i) or 11.2(b), as applicable, unless and until the aggregate amount of all Losses of the Indemnified Parties for all such Damages inaccuracies or breaches exceeds $100,000 10,000,000 (the “Liability ThresholdDeductible”), in which case the Seller or the Acquiror, as applicable, VZW Parties shall only be liable to the T-Mobile Indemnified Parties for all such Damages Losses in excess of the Liability ThresholdDeductible; provided however that the Deductible shall not be applicable with respect to inaccuracies in or breaches of the representations and warranties set forth in Sections 3.6(a), 3.6(g) and then 3.6(j). In no event shall the VZW Parties’ aggregate liability under Section 8.2(a)(i) exceed $1.0 billion. (b) The T-Mobile Parties shall not be liable for any Damages inaccuracy in or breach of representation and warranty pursuant to Section 8.2(a)(i) unless the aggregate amount of all Losses of the Indemnified Parties for all such inaccuracies or breaches exceeds the amount of the Deductible, in which case the T-Mobile Parties shall only be liable to the VZW Indemnified Parties for Losses in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateDeductible; provided, however, that: (A) for purposes of claims made by that the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Deductible shall not be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnifiedinaccuracies in or breaches of the representations and warranties set forth in Sections 4.6(a), 4.6(g) and 4.6(j). The amount of any Damages recoverable by a party In no event shall the T-Mobile Parties’ aggregate liability under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim8.2(a)(i) exceed $1.0 billion. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNotwithstanding any other provisions of this Agreement, CONSEQUENTIALin no event shall any Party be liable for any Losses that are consequential, SPECIAL OR INDIRECT DAMAGESexemplary or punitive, INCLUDING BUSINESS INTERRUPTIONor otherwise not constituting actual direct Losses, LOSS OF FUTURE REVENUEregardless of the theory of recovery, DIMINUTION IN VALUEprovided that this Section 8.3(c) shall not apply to (i) any intentional or willful misrepresentations or any breaches of covenants or agreements by any Party, PROFITS OR INCOMEor (ii) any damages that are payable to third parties pursuant to a final, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYnon-appealable order. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses, and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses. (e) If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 8.2 and the Indemnified Party could have recovered all or a part of such Losses from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnified Party, the Indemnifying Party shall be subrogated to, and the Indemnified Party shall assign to the Indemnifying Party, such of the Indemnified Party’s rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek recovery from the Potential Contributor of the amount of such payment. (f) Each of the Parties acknowledges and agrees that the licenses it is transferring to the other Party pursuant to this Agreement are unique and that, prior to Closing, remedies at law, including monetary damages, will be inadequate in the event of a breach by it in the performance of its obligations under this Agreement. Accordingly, the Parties agree that in the event of any such breach, the non-breaching Party shall be entitled to a decree of specific performance pursuant to which the breaching Party is ordered to affirmatively carry out its pre-Closing and Closing obligations under this Agreement, subject to the conditions of this Agreement. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by the non-breaching Party, and the non-breaching Party expressly reserves any and all rights and remedies available to the non-breaching Party at law or in equity in the event of any breach or default by the breaching Party under this Agreement.

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

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

Limitations. Notwithstanding anything in this Agreement to the contrary: (a1) In No Indemnified Person shall be entitled to recover more than once for the same underlying Loss and (2) in no event shall the Seller any Parent Indemnified Person be entitled to recover or the Acquiror be liable make a claim for any Damages amounts in respect of, and in no event shall “Losses” be deemed to include any liability to the extent included in, the final determination of the Total Consideration Value, including the Company Transaction Expenses as finally determined in accordance with Section 3.01 and Section 3.07. (b) The applicable Indemnified Person shall use its commercially reasonable efforts to mitigate all Losses in respect of which such Indemnified Person may be entitled to indemnification pursuant to Section 11.2(athis ARTICLE XII after becoming aware of any event which may reasonably be likely to give rise to any such Losses. (c) Without limiting the effect of any other limitation contained in this ARTICLE XII, for purposes of computing the amount of any Losses incurred by any Indemnified Person under this ARTICLE XII, there shall be deducted an amount equal to the amount of any Tax benefit actually realized in connection with such Losses or 11.2(b)any of the circumstances giving rise thereto received or realized by the Indemnified Person, as applicable, unless determined on a “with and until the aggregate amount of all such Damages exceeds $100,000 without” basis. (the “Liability Threshold”), in d) Any indemnification claim by an Indemnified Person which case the Seller or the Acquiror, as applicable, does not result from a Third-Party Claim shall be liable asserted by the Indemnified Person by giving the Indemnifying Person and the Stockholders’ Representative prompt written notice thereof. Such written notice shall summarize the basis for all such Damages in excess the indemnification claim based on the information reasonably available at that time to the Indemnified Person. The failure to give written notice shall not, however, relieve the Indemnifying Person of the Liability Thresholdits indemnification obligations, unless, and then not for any Damages in excess solely to the extent that, the rights of the then applicable Liability Cap for all claims made under parties from whom indemnity is sought are actually prejudiced as a result of such Section 11.2(a) or 11.2(b), as applicable, in the aggregatefailure; provided, however, that: (A) that no such notice shall have any effect or be valid if it is given following the end of any applicable survival period provided for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under in Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap12.01. (be) Each party agrees that it shallThe right of the Indemnified Persons to indemnification pursuant to this ARTICLE XII will not be affected by any investigation conducted or knowledge acquired (or capable of being conducted or acquired) at any time, whether before or after the execution and shall cause delivery of this Agreement or the applicable Indemnitees toClosing, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount accuracy of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount representation or warranty, or performance of or compliance with any insurance proceeds actually paid to the Indemnified Party covenant or the Indemnitee, as applicable, relating to such claimagreement herein. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (aNo amounts of indemnity shall be payable as a result of any claim arising under §8(b) In no event shall the Seller or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the Buyer Indemnitees have suffered, incurred, sustained or become subject to Adverse Consequences referred to in that clause in excess of $5,000,000 in the aggregate amount of all such Damages exceeds $100,000 (the “Liability ThresholdBasket”), in which case the Seller or the Acquiror, as applicable, shall be liable Buyer Indemnitees may bring a claim for all such Damages Adverse Consequences in excess of the Liability ThresholdDeductible. With respect to any claim as to which the Buyer Indemnitees may be entitled to indemnification under §8(b)(i), and then the Seller Parties shall not be liable for any Damages individual or series of related Adverse Consequences for a single underlying property which do not exceed $100,000 in the aggregate in relation to such property once the Basket is satisfied (the “Threshold”) (provided that all Adverse Consequences for underlying properties shall be counted for purposes of satisfying the Basket and those applied to satisfy the Basket shall be fully reimbursable to Buyer in excess of the then applicable Liability Cap Deductible once the Basket is satisfied). In the event the Seller Parties assume the defense of (or otherwise elect to negotiate or settle or compromise) any action or claim (other than an action or claim as to which no Basket, Deductible or Threshold applies) as described above, the Buyer Indemnitees shall reimburse the Seller Parties for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made costs and expenses incurred by the Seller under Section 11.2(b)(iii)Parties in connection with such defense (or negotiation, settlement or compromise) to the Acquiror extent that such costs and expenses (together with the Adverse Consequences of Buyer Indemnitees) do not exceed the amount of the remaining Basket, but once the Basket is exceeded, Seller Parties shall be liable responsible for the first dollar of all costs and expenses above the Deductible and shall promptly reimburse Buyer Indemnitees for all Damages suffered such costs and expenses incurred by the Seller without regard to the Liability Threshold Parties in connection with such defense (or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud negotiation, settlement or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capcompromise). (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

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

Limitations. Neither any Seller Indemnified Party nor any Purchaser Indemnified Party shall have any liability for, or Losses be deemed to include, any special, punitive or exemplary damages, whether in contract or tort, regardless of whether the other Party shall be advised, shall have reason to know, or in fact shall know of the possibility of such damages suffered or incurred by any such Seller Indemnified Party or any such Purchaser Indemnified Party in connection with this Agreement any of the other Transaction Documents or any of the transactions contemplated hereby or thereby, except to the extent any such damages are actually paid to a Third Party in accordance with Section 7.3. Notwithstanding the foregoing, the limitations set forth in this Section 7.6 shall not apply to any claim for indemnification hereunder in the case of actual fraud, intentional misrepresentation, intentional wrongful acts, intentional breach, bad faith or willful misconduct. The Parties acknowledge and agree that (a) In no event shall the Seller or the Acquiror be liable Purchasers’ Losses, if any, for any Damages pursuant indemnifiable events under this Agreement will typically include Losses for Purchased Receivables that each Purchaser was entitled to receive in respect of its ownership of the Purchased Receivables but did not receive timely or at all due to such indemnifiable event and (b) subject to this Section 11.2(a) or 11.2(b)7.6, as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, each Purchaser shall be liable entitled to make indemnification claims for all such Damages missing or delayed Purchased Receivables that such Purchaser was entitled to receive in excess respect of its ownership of the Liability ThresholdPurchased Receivables as Losses hereunder (which claims shall be reviewed and assessed by the Parties in accordance with the procedures set forth in this ARTICLE VII), and then such missing or delayed Purchased Receivables shall not be deemed special, punitive or exemplary damages for any Damages in excess purpose of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capthis Agreement. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a) In no event Neither Transferor nor Transferee shall the Seller or the Acquiror be liable required to indemnify any Indemnified Party for any Damages pursuant to for any breach of a representation or warranty under Section 11.2(a7.2(a)(i) or 11.2(b), as applicable, unless and until the total of all of the Damages properly asserted against such Indemnifying Party under Section 7.2(a)(i) exceeds 1% of the Purchase Price, at which time the applicable Indemnified Parties shall be entitled to recover the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; threshold; provided, however, that: (Athat the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for indemnity for breach of a representation or warranty under Section 7.2(a)(i) under this Article VII shall not exceed 10% of the Purchase Price. Notwithstanding anything in the foregoing to the contrary, the limitations contemplated by this Section 7.4(a) shall not apply to any claims pursuant to Section 7.2(a)(i) for purposes breach of claims made by the Acquiror under Sections 11.2(a)(iiicovenant, Section 7.2(a)(ii), 11.2(a)(iv) or 11.2(a)(vSection 7.2(b), the Seller shall be liable for all fraud or intentional, criminal, or willful misrepresentation or misconduct or for Damages suffered by the Acquiror without regard arising out of or relating to the Liability Threshold breach of any Fundamental Representation or Liability Cap; (B) representation or warranty of Transferor set forth in Section 3.11; provided, however, that the aggregate liability of Transferee, on the one hand, and Transferor, on the other hand, for purposes Damages arising out of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard or relating to the Liability Threshold breach of the Fundamental Representations or Liability Cap; and (CSection 7.2(b) for purposes of claims made by a party due to shall not exceed the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapPurchase Price. (b) Each party agrees that it shallFor purposes of determining the amount of Damages, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages asserted claim for indemnification by a Transferee Indemnitee, such determination shall be made without regard to be indemnified. The amount any qualifier as to “material,” “materiality” or Material Adverse Effect expressly contained in Article III (except in the case of the term Material Contract); provided that this Section 7.4(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party representation or the Indemnitee, as applicable, relating to such claimwarranty has occurred. (c) NOTWITHSTANDING ANYTHING TO THE INDEMNIFICATION OBLIGATIONS OF CONTRARY IN THIS AGREEMENT, THE PARTIES HERETO EXPRESSLY AGREE THAT NEITHER TRANSFEROR NOR TRANSFEREE SHALL NOT EXTEND TO PUNITIVE DAMAGES OR HAVE ANY LIABILITY TO ANY INCIDENTALPARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL REMOTE, OR INDIRECT SPECULATIVE DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYSAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH SUCH INDEMNIFYING PARTY IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER Section 7.2.

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

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

Limitations. (a) In no event Except with respect to claims based on fraud, the rights of the Indemnified Parties under this Article IV shall be the Seller exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. Furthermore, notwithstanding any other provision of this Agreement to the Acquiror contrary, such rights may be enforced only by recourse to the Securities pursuant to the terms of the Pledge Agreement and as provided in Section 4.2(c). (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Persons for Damages under this Article IV (except for Damages arising out of fraud on the Seller's part, which shall not be limited hereby) shall not exceed the value of the Securities, determined pursuant to this Article IV, (ii) the individual liability of each Stakeholder for Damages under this Article IV shall not exceed the value of the Securities, determined pursuant to this Article IV, owned beneficially or of record by such Stakeholder and (iii) the Indemnifying Persons shall not be liable under this Article IV (except for Damages relating to Satisfaction Consideration paid prior to November 9, 2001, which shall not be limited by this Section 4.4(b)(iii)) unless and until the Damages arising out of any Damages pursuant claim arising out of the same event or series of events or events of a similar nature exceed $5,000 (a "Minor Claim") (it being agreed that such Minor Claims are immaterial in nature and accordingly not subject to Section 11.2(aindemnification hereunder) or 11.2(b), as applicable, and unless and until the aggregate amount of all such Damages exceeds for which they or it would otherwise be liable exceed $100,000 (at which point the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, Indemnifying Persons shall be become liable for all such the aggregate Damages in excess of the Liability Threshold$100,000). For purposes solely of this Article IV, all representations and then not for any Damages in excess warranties of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, Seller in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller Article II shall be liable for all Damages suffered by construed as if the Acquiror without regard term "material" and any reference to the Liability Threshold or Liability Cap; "Seller Material Adverse Effect" (Band variations thereof) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; were omitted from such representations and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimwarranties. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe liability of the Indemnifying Persons shall be several and not joint and no Stakeholder shall have any liability which exceeds the value of the Securities which such Stakeholder (which is an Indemnifying Person) shall own. Notwithstanding anything in this Article IV to the contrary, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.the rights of the Indemnified Persons hereunder are limited to recourse against the Securities pursuant to the terms of the Pledge Agreement and as provided in Section 4.2(c). 27 32

Limitations. A. Notwithstanding anything to the contrary in this SLA, Tenant shall not be entitled to any abatement and shall have no rights or remedies under this SLA or otherwise, and no Failure shall be deemed to have occurred, if (1) Tenant is in breach or default under this Lease at the time of the Failure in question, or (2) the Failure in question results from any of the following: (a) any equipment (including, without limitation, any Equipment) or applications of (or otherwise used by or in possession of) Tenant or any of the other Tenant Parties; (b) any act or omission of Tenant or any of the other Tenant Parties; or (c) a Force Majeure event. B. Notwithstanding anything to the contrary in this SLA, in no event shall Tenant be entitled to abatement under more than one of Articles II through IV above in connection with the same event that caused the applicable Failures. In the event the same event causes more than one Failure, then Tenant shall receive abatement only with respect to the one single Failure (and not with respect to multiple Failures) that would yield the highest abatement to Tenant (and if more than one of such Failures exists, Landlord shall stipulate which Failure shall apply for purposes of calculating the abatement). In the event a particular Failure continues, only one Failure shall be deemed to have occurred (and shall be deemed to have occurred on the day that the Failure first comes into effect), regardless of the length of such Failure. C. Notwithstanding anything to the contrary set forth in this SLA, in no event shall the Seller total abatement under Articles II and III for the applicable Premises in any one calendar month exceed the Base Rent payable for that Premises for that calendar month (notwithstanding the amount or length of any Power Failures or ES Failures in that month or otherwise). In the Acquiror event there would otherwise be liable abatement in excess of such Base Rent for that month, then the excess shall not carry over to any subsequent period and shall be deemed extinguished and of no force or effect. D. Notwithstanding anything to the contrary in this SLA: (i) in no event shall the total aggregate abatement for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the Power Failures and/or ES Failures under this SLA in any calendar month exceed an aggregate amount equal to three (3) months’ worth of all Base Rent for the Premises under the Lease (calculated at the average rate payable during the initial Term for such Damages exceeds $100,000 Premises); and (ii) in no event shall the “Liability Threshold”total aggregate abatement for a Connectivity Failure under this SLA exceed an aggregate amount equal to three (3) months’ worth of Service Fees under the Lease (calculated at the average Service Fee payable during the initial Term for the Services), in which case . In the Seller or the Acquiror, as applicable, shall event there would otherwise be liable for all such Damages abatement under this SLA in excess of the Liability Thresholdaggregate amounts set forth herein, then the excess shall not carry over to any subsequent period and then not for any Damages in excess shall be deemed extinguished and of no force or effect. As of the then applicable Liability Cap for all claims made under date set forth below, , a (“Tenant”) certifies to , ▇ (“Landlord") and to (together with ▇▇▇▇▇▇▇▇, the “Reliance Parties”) as follows with respect to that certain ▇▇▇▇▇ dated , 2014, between ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ (the "Lease”) pursuant to which Tenant leases certain portions of the building located at (the "Premises”). All capitalized terms used but defined herein shall have the meaning given to such Section 11.2(a) or 11.2(b), as applicable, terms in the aggregate; providedLease. 1. The Lease, howevera true and correct copy of which is attached hereto as Exhibit A, that: (A) is presently in full force and effect and represents the entire agreement between Tenant and Landlord for purposes of claims made by the Acquiror under Sections 11.2(a)(iii)Premises. There are no amendments, 11.2(a)(iv) modifications or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard supplements to the Liability Threshold Lease, whether oral or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii)written, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Capexcept . . (b) Each party agrees that it shall2. The Term of the Lease commenced on ., and shall cause end on 3. Tenant has taken possession of the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available Premises and is currently paying Base Rent in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of $. per . Charges for rent, taxes, common area costs and all other amounts due under the Lease have been paid up to and including the following date: ' ’ . 4. Tenant is not entitled to any rent credit, rebate, abatement or concession of any kind, except as follows: 5. years each. 6. of the Lease. 7. Landlord is not in default in the performance of the terms and provisions Tenant has received no notice from Landlord that Tenant is in default under the Lease, and ▇▇▇▇▇▇ has no knowledge of any facts which would give rise to or constitute a breach by Tenant under the Lease 8. Premises, except 9. Tenant has not Transferred its interest under the Lease or in the The Tenant has no claim, charge, defense or offset under the Lease against rents or other charges due or to become due thereunder, except as expressly provided in the Lease. Tenant has not asserted any such offset or credit. 10. Tenant has not prepaid any rent or other charges under the Lease to Landlord other than the following: DM US 60239553-6.094443.0016 11. Tenant is maintaining (free of default) all insurance proceeds actually paid policies or self­ insurance that the Lease requires Tenant to maintain. 12. All leasehold improvement work to be completed by Landlord has been performed, except 13. Tenant is not the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships. 14. Project, other than 15. Tenant has no right to purchase or first offer to purchase all or any portion of the Premises or the Project. If any of the blanks provided above are not filled in, the information intended to be filled in by Tenant will be deemed “none1' or “zero," as appropriate. Tenant makes this Certificate with the understanding that the Reliance Parties will materially rely on this Certificate. The undersigned certifies that he or she is authorized to execute this certificate and bind Tenant to the Indemnified Party or the Indemnitee, statements made herein. Dated this day of _ 20 . By: Printed name: Title: ' DM US 60239553-6.094443.0016 "Agreement") is dated as applicable, relating to such claim. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.of 20 and is made by and between

Limitations. For purposes of this Section 7.2, and except as provided in Subsection 7.2.4 herein, no party shall be entitled to make any claim for indemnification under this Section 7.2, with respect to the breach of any particular representation and warranty contained herein, (ai) In no event shall after the Seller or the Acquiror be liable for any Damages date on which such representation and warranty ceases to survive pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate7.1 herein; provided, however, that: (A) for purposes of claims made by , if prior to the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v)date on which such representation and warranty ceases to survive, the Seller indemnitor shall be liable have received written notification of a claim for all Damages suffered by indemnity hereunder specifying in reasonable detail the Acquiror without regard basis of any such claim, and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue as a basis for indemnity until it is finally resolved or disposed of, subject to the Liability Threshold or Liability Cap; (B) for purposes applicable statutes of claims made by the Seller under Section 11.2(b)(iii)limitation, the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (Cii) for purposes unless the aggregate amount of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Losses with respect to any Damages such claim (or, of more than one such claim is asserted, with respect to all such claims) exceeds $30,000, in which event the indemnification under this Section 7.2 shall be indemnified. The effective as to the entire amount of such claim or claims, provided, however, that in no event shall any Damages recoverable by individual Shareholder's aggregate obligations to indemnify Photocomm hereunder exceed the aggregate of the Fair Market Value of the Shares issued to such Shareholder under this Agreement on the date a party under Section 11.2 claim for indemnity hereunder is finally resolved. "Fair Market Value" as of any date shall be reduced the closing price for one share of the Photocomm Common Stock as reported on the Nasdaq automated quotation system (or any national securities exchange on which the Photocomm Common Stock is then listed) for that date or, if no closing price is so reported for that date, the closing price on the next preceding date for which a closing price was reported. If the Photocomm Common Stock is not quoted or listed in the foregoing manner, the Fair Market Value shall be determined by the amount Photocomm Board of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimDirectors in good faith. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. (a1) In no The Purchaser Indemnitees will not be entitled to recover under this Article 10 until the total of all Damages with respect to all matters exceeds the Deductible, in which event the Indemnifying Party shall the Seller only be required to pay or the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess of the Liability Deductible. (2) The Purchaser Indemnitees shall not be entitled to recover any Damages for any Claim (or series of Claims arising from similar events or facts) where the Damages relating to each such Claim or series of Claims are less than the Per Claim Threshold, and then such Damages shall not for any Damages be counted toward the Deductible. (3) The Purchaser Indemnitees will not be entitled to recover under this Article 10 an aggregate amount in excess of the then applicable Liability Cap for all claims made other than in respect of a breach of the Fundamental Representations which shall be capped at the Purchase Price. (4) The Seller Indemnitees will not be entitled to recover under such this Article 10 an aggregate amount in excess of the Purchase Price. (5) Notwithstanding any other provisions of this Agreement: - 77 - (a) the limitations set forth in Section 11.2(a) or 11.2(b10.4(1), as applicableSection 10.4(2) and Section 10.4(3) shall not apply to any claim involving fraud, in the aggregate; providednegligence, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) intentional misrepresentation or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made wilful misconduct by the Seller under or the indemnitees contemplated by Section 11.2(b)(iii10.2(1)(c), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold Section 10.2(1)(d), Section 10.2(1)(e), or Liability CapSection 10.2(1)(f); and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap.and (b) Each party agrees that it shall, and the limitations set forth in Section 10.4(4) shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect not apply to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced claim involving fraud, negligence, intentional misrepresentation or wilful misconduct by the amount of any insurance proceeds actually paid to Purchaser, the Indemnified Party Parent Guarantor or the Indemnitee, as applicable, relating indemnitees contemplated by Section 10.3(2) to such claimSection 10.3(5). (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Limitations. The following provisions shall apply notwithstanding any other provision contained in this Article IX or in Article VII hereof: (ai) Except in respect of any Loss in connection with claims arising from fraud or willful misconduct on the part of the Buyer, the Principal Stockholders or the Company in connection with the Transaction or a breach of a Designated Representation, the aggregate liability for indemnification pursuant to Section 7.9(b), Sections 9.2(a)(i)(A), 9.2(a)(ii) (as it relates to Losses payable pursuant to Section 9.2(a)(i)(A)), Section 9.2(a)(i)(G), and 9.2(a)(iii) shall not exceed the Cap Amount. (ii) In no event shall the Seller aggregate of all Losses under this Agreement, including under Article IX or Article VII for which the Holders or the Acquiror Principal Stockholders may be liable exceed the Merger Consideration, and (y) in no event shall any particular Holder or Principal Stockholder’s liability for Losses under this Article IX or under Article VII exceed such Person’s Pro Rata Percentage of the Merger Consideration. (iii) Except in respect of any Damages Loss in connection with claims arising from fraud or willful misconduct on the part of the Buyer, the Principal Stockholders or the Company in connection with the Transaction or a breach of a Designated Representation, in no event shall any Party be liable pursuant to Section 11.2(a9.2(a)(i)(A), 9.2(a)(iii)(A) or 11.2(b), as applicable, 9.2(b) unless and until the aggregate amount of all such Damages Losses exceeds $100,000 50,000 (the “Liability ThresholdBasket”), in after which case point the Seller Holders, the Principal Stockholders or the AcquirorBuyer, as applicable, shall be liable for the amount of all such Damages Losses. (iv) Losses shall not include any punitive damages, consequential damages, damages for lost profits or damages for diminution in excess of the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: value other than with respect to (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii)fraud and willful misconduct, 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard any such damages awarded to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability CapThird Party in connection with a Third Party Proceeding. (bv) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts Losses attributable to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 9.2(a)(i)(G) shall be reduced by calculated solely in accordance with the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimCustomer Loss Liquidated Damages definition. (cvi) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYLosses attributable to Taxes shall be solely resolved in accordance with Article VII.

Limitations. (a) In no event Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall not exceed the Seller or Value of the Acquiror Escrow Shares held by the Escrow Agent, (ii) the aggregate liability of the Buyer for Damages under this Article VI shall not exceed $1,300,000, and (iii) the Indemnifying Stockholders and the Buyer shall be liable under this Article VI for any only that portion of the aggregate Damages for which they or it would otherwise be liable which exceeds $50,000; provided that the limitation set forth in clause (iii) above shall not apply to (A) a claim pursuant to Section 11.2(a6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, or 2.3 (or the portion of the Company Certificate relating thereto) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages in excess to a breach of the Liability Threshold, and then not for any Damages covenants set forth in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) Sections 4.8 or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for 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 3.3 (or the portion of the Buyer Certificate relating thereto). For purposes solely of claims made by this Article VI, all representations and warranties of the Seller under Company in Article II (other than Section 11.2(b)(iii), 2.29) and all representations and warranties of the Acquiror Buyer and the Transitory Subsidiary in Article III shall be liable for all Damages suffered by construed as if the Seller without regard term "material" and any reference to the Liability Threshold or Liability Cap; "Company Material Adverse Effect" and "Buyer Material Adverse Effect" (Cand variations thereof) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, were omitted from such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Caprepresentations and warranties. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage Except with respect to any Damages to be indemnified. The amount claims based on fraud, after the Closing, the rights of any Damages recoverable by a party the Indemnified Parties under Section 11.2 this Article VI and the Escrow Agreement shall be reduced by the amount exclusive remedy of any insurance proceeds actually paid to the Indemnified Party Parties with respect to claims resulting from or the Indemnitee, as applicable, relating to such claimany misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALNo 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, CONSEQUENTIALwarranties, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYcovenants or agreements.

Limitations. (a) In no event Notwithstanding any other provision of this Agreement, the AHI Seller and the Principals shall the Seller or the Acquiror be liable for not have any Damages obligation to indemnify any Purchaser Indemnified Party pursuant to Section 11.2(a9.2(a) or 11.2(b), as applicable, and Section 9.3(a) (taken together) unless and until the aggregate amount of all such Damages Losses incurred or sustained by all Purchaser Indemnified Parties with respect to which the Purchaser Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) and Section 9.3(a) (taken together) exceeds five hundred thousand dollars ($100,000 500,000) (the “Liability ThresholdThreshold Amount”), in which case whereupon the AHI Seller or and the AcquirorPrincipals, as applicable, shall be liable for all such Damages Losses, including those incurred in excess of reaching the Liability Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregateThreshold Amount; provided, however, that: , except in the case of fraud, the aggregate liability of the AHI Seller and the Principals to indemnify the Purchaser Indemnified Parties for Losses under Section 9.2(a) or Section 9.3(a) shall in no event exceed nine million dollars (A$9,000,000) for purposes (the “Cap”). Any and all obligations of claims made by the Acquiror under AHI Seller to indemnify the Purchaser Indemnified Parties pursuant to Sections 11.2(a)(iii9.2(b), 11.2(a)(iv) or 11.2(a)(v9.2(c), 9.2(d) and 9.2(e), or of the Principals to indemnify the Purchaser Indemnified Parties pursuant to Sections 9.3(b) and 9.3(c) shall not be subject to the Threshold Amount or Cap, but instead shall be recoverable from “dollar one”; provided, however, that except in the case of fraud, the maximum amount of all Losses that may be recovered from the AHI Seller and the Principals in the aggregate arising out of or resulting from the causes set forth in Section 9.2 and Section 9.3 shall be an amount not to exceed the Cash Consideration; provided, further, however, that except in the case of fraud, the maximum amount of all Losses that may be recovered directly from any Principal arising out of or resulting from the causes set forth in Section 9.3 or as a result of the enforcement of the Principal Guaranty shall not exceed such Principal’s Pro Rata Percentage of the Cash Consideration. (b) Notwithstanding any other provision of this Agreement, the Purchaser shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 9.4(a) unless and until the 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 9.4(a) exceeds the Threshold Amount, whereupon the Purchaser shall be liable for all Damages suffered by such Losses, including those incurred in reaching the Acquiror without regard Threshold Amount; provided, however, that except in the case of fraud, the aggregate liability of the Purchaser to indemnify the Seller Indemnified Parties for Losses under Section 9.4(a) shall in no event exceed an amount equal to the Liability Threshold or Liability Cap; (B) for purposes . Any and all obligations of claims made by the Purchaser to indemnify the Seller under Section 11.2(b)(iiiIndemnified Parties pursuant to Sections 9.4(b) or (c) shall not be subject to the Threshold Amount or Cap, but instead shall be recoverable from “dollar one”; provided, however, that except in the case of fraud, any failure by Purchaser to pay the Purchaser Price (including any failure to issue any shares of NSAM Common Stock when required to do so pursuant to this Agreement or the Vesting and No-Sale Agreement), or the Acquiror failure to comply with the covenants set forth in Section 6.11, the maximum amount of all Losses that may be recovered from Purchaser arising out of or resulting from the causes set forth in Section 9.4 shall be liable for all Damages suffered by an amount not to exceed the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claimCash Consideration. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALAny and all obligations of the Company to indemnify the Seller Indemnified Parties pursuant to Section 9.5 shall not be subject to the Threshold Amount or Cap, CONSEQUENTIALbut instead shall be recoverable from “dollar one”; provided, SPECIAL OR INDIRECT DAMAGEShowever, INCLUDING BUSINESS INTERRUPTIONthat except in the case of fraud, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthe maximum amount of all Losses that may be recovered from the Company arising out of or resulting from the causes set forth in Section 9.5 shall be an amount not to exceed the Cash Consideration.

Limitations. (a) In no event shall Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Seller Parties for Damages under Section 6.1(a) or Section 6.1(e) shall not exceed an amount equal to $1,000,000 (the Acquiror “Indemnity Cap”), and (ii) the Seller Parties shall not be liable for any Damages pursuant to under Section 11.2(a6.1(a) or 11.2(b), as applicable, Section 6.1(e) unless and until the aggregate amount of all such Damages for which they would otherwise be liable under Section 6.1(a) or Section 6.1(e) exceeds $100,000 (the “Liability Indemnity Threshold”) (at which point the Seller Parties shall become liable for the aggregate Damages under Section 6.1(a) and Section 6.1(e), in which case the Seller or the Acquiror, as applicable, shall be liable for all such Damages and not just amounts in excess of the Liability Indemnity Threshold, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b), as applicable, in the aggregate; provided, however, that: (A) for purposes of that the limitations set forth in this sentence shall not apply to claims made by the Acquiror under Sections 11.2(a)(iii)pursuant to any other subsection of Section 6.1 or otherwise arising from fraud, 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard to the Liability Threshold or Liability Cap; (B) for purposes of claims made by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud criminal activity or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Cap. (b) Each party agrees that it shall, and shall cause The aggregate liability of the applicable Indemnitees to, use its or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Seller Parties for Damages to be indemnified. The amount of any Damages recoverable by a party under Section 11.2 6.1(b), (i) arising from any breach of Section 3.22 (Environmental Matters), shall not exceed an amount equal to $7,500,000 (which amount shall be reduced by to $6,000,000 following the TA Completion Date) and, (ii) arising from any other Fundamental Representation, shall not exceed an amount equal to $12,800,000; provided, that the limitations set forth in this sentence shall not apply to claims made pursuant to any other subsection of any insurance proceeds actually paid to the Indemnified Party Section 6.1 or the Indemniteeotherwise arising from fraud, as applicable, relating to such claimcriminal activity or willful misconduct. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe aggregate liability of the Seller Parties for Damages under Section 6.1(c) shall not exceed an amount equal to $7,000,000; provided, CONSEQUENTIALthat the limitations set forth in this sentence shall not apply to claims made pursuant to any other subsection of Section 6.1 or otherwise arising from fraud, SPECIAL OR INDIRECT DAMAGEScriminal activity or willful misconduct. (d) The aggregate liability of the Seller Parties for Damages under Section 6.1(d), INCLUDING BUSINESS INTERRUPTION(i) arising from any breach of Paragraph D, LOSS OF FUTURE REVENUEF and G of Article 5 of the RE PSA shall not exceed an amount equal to $7,500,000 (which amount shall be reduced to $6,000,000 following the TA Completion Date) and, DIMINUTION IN VALUE(ii) arising from any other RE PSA Fundamental Representation, PROFITS OR INCOMEshall not exceed an amount equal to $4,300,000; provided, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITYthat the limitations set forth in this sentence shall not apply to claims made pursuant to any other subsection of Section 6.1 or otherwise arising from fraud, criminal activity or willful misconduct. (e) The aggregate liability of the Seller Parties for Damages under Section 6.1(j) shall not exceed an amount equal to $7,500,000 (which amount shall be reduced to $6,000,000 following the TA Completion Date); provided, that the limitations set forth in this sentence shall not apply to claims made pursuant to any other subsection of Section 6.1 or otherwise arising from fraud, criminal activity or willful misconduct. (f) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Buyer for Damages under Section 6.2(a) shall not exceed the Indemnity Cap, and (ii) the Buyer shall not be liable under Section 6.2(a) unless and until the aggregate Damages under Section 6.2(a) for which it would otherwise be liable exceeds the Indemnity Threshold (at which point the Buyer shall become liable for the aggregate Damages under Section 6.2(a), and not just in amounts in excess of the Indemnity Threshold); provided, that the limitation set forth in this sentence shall not apply to a claim relating to a breach of a Fundamental Representation or otherwise arising from fraud, criminal activity or willful misconduct. (g) Notwithstanding anything to the contrary herein, the aggregate liability of ▇▇▇▇▇▇▇ Jr. for Damages under Section 6.1(a), Section 6.1(b), Section 6.1(c), Section 6.1(d), Section 6.1(e), Section 6.1(g), Section 6.1(h), Section 6.1(i) and Section 6.1(j) shall not exceed the ▇▇▇▇▇▇▇ Jr. Amount during the lifetimes of ▇▇▇▇▇▇▇ Sr. and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Following the death of both of ▇▇▇▇▇▇▇ Sr. and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the maximum aggregate liability of ▇▇▇▇▇▇▇ Jr. under Section 6.1(a), Section 6.1(b), Section 6.1(c), Section 6.1(d), Section 6.1(e), Section 6.1(g), Section 6.1(h), Section 6.1(i) and Section 6.1(j) shall not exceed $1,000,000, which aggregate liability shall include the ▇▇▇▇▇▇▇ Jr. Amount and, for the avoidance of doubt, not in addition to the ▇▇▇▇▇▇▇ Jr. Amount. The Buyer shall have an obligation to seek to recover any Damages against the Seller Parties, other than ▇▇▇▇▇▇▇ Jr., and shall not be entitled to recover any Damages pursuant to this Section 6.5(g) from ▇▇▇▇▇▇▇ Jr. until such time that recovery from such other Seller Parties is unavailable or requires the institution of legal proceedings. The limitations set forth in this Section 6.5(g) shall not apply to a claim arising from fraud, criminal activity or willful misconduct. (h) The Escrow Agreement (and the Escrow Amount deposited with the Escrow Agent pursuant thereto) is intended to secure, in part, the indemnification obligations of the Seller Parties under this Agreement and the other Transaction Documents; provided, that, following the date that is twelve (12) months after the Closing Date and prior to the release of the Escrow Amount in accordance with Section 6.6, the remaining Escrow Amount, if any, shall be used solely to secure the indemnification obligations of the Seller Parties for claims by the Buyer pursuant to Section 6.1 relating to (i) Section 3.22, (ii) Section 5.9, (iii) Paragraphs D, F and G of Article 5 of the RE PSA, (iv) Article 9 of the RE PSA and (v) Section 6.1(j). The rights of the Buyer and its Affiliates (including the Buyer RE LLC) under this Article VI, however, shall not be limited to the Escrow Agreement nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights. Buyer (on behalf of itself and its Affiliates (including the Buyer RE LLC)) acknowledges that its sole source of recovery and exclusive remedy with respect to Damages claimed under Section 6.1(a) and Section 6.1(e) will be, and will not exceed in the aggregate, the Escrow Amount (including in the event that any claim exceeds the Escrow Amount) and none of Buyer nor any of its Affiliates (including the Buyer RE LLC, the Company and DISC) will have any claim against the Seller Parties in respect thereof, except from the Escrow Amount and in the case of fraud, criminal activity or willful misconduct. For the avoidance of doubt, Buyer and its Affiliates (including the Buyer RE LLC) shall be entitled to satisfy any claim for indemnification under Section 6.1, except for claims under Section 6.1(a) and Section 6.1(e) (which shall be satisfied solely from the Escrow Amount), in their sole discretion, directly from the Seller Parties and/or from the Escrow Amount. (i) Except with respect to (i) claims based on fraud, criminal activity or willful misconduct, (ii) claims in respect of covenants or agreements that require performance following the Closing or (iii) any breach or violation of any Transaction Document other than this Agreement and the RE PSA, after the Closing, the rights of the Indemnified Parties under this Article VI shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement and the RE PSA. Nothing in this Section 6.5(i) shall limit any Person’s right to seek and obtain any equitable or monetary relief to which any Person shall be entitled or to seek any remedy on account of any Party’s fraudulent, criminal or willful misconduct. (j) The Seller Parties shall not have any right of contribution against any Acquired Company with respect to any indemnification claims against the Seller Parties pursuant to this Article VI. (k) For purposes solely of this Article VI (for purposes of determining the amount of Damages and determining a breach of or inaccuracy in any representation or warranty), (x) all representations and warranties of the Stockholders in Article II and Article III and (y) all representations and warranties of the RE Entity in Article 5 of the RE PSA, 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. (l) Notwithstanding anything to the contrary set forth herein or in the RE PSA, the Parties hereto agree that if any claim could be brought under this Agreement against the Stockholders, or under the RE PSA against the RE Entity, then the Buyer, on behalf of itself and its Affiliates (including the Buyer RE LLC), shall be permitted to bring any such claim against all of the Seller Parties, and all of the Seller Parties shall be jointly and severally liable for any and all Damages resulting from any such claim.

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

Limitations. (a) In no event shall Except for breaches of Sections 8.1 and 8.4, the sole and exclusive remedy of Buyer and Seller against each other arising hereunder or in connection with the Acquiror be liable for any Damages pursuant to Section 11.2(a) or 11.2(b), as applicable, unless and until the aggregate amount of all such Damages exceeds $100,000 (the “Liability Threshold”), in which case the Seller or the Acquiror, as applicable, transactions contemplated hereby shall be liable to assert a claim for all such Damages in excess indemnification under this Section 10, it being the intention and agreement of the Liability Thresholdparties that all other claims and remedies shall be, and then not for any Damages in excess of the then applicable Liability Cap for all claims made under such Section 11.2(a) or 11.2(b)they hereby are, as applicable, in the aggregate; provided, however, that: (A) for purposes of claims made by the Acquiror under Sections 11.2(a)(iii), 11.2(a)(iv) or 11.2(a)(v), the Seller shall be liable for all Damages suffered by the Acquiror without regard waived to the Liability Threshold or Liability Cap; (B) for purposes of claims made maximum extent permitted by the Seller under Section 11.2(b)(iii), the Acquiror shall be liable for all Damages suffered by the Seller without regard to the Liability Threshold or Liability Cap; and (C) for purposes of claims made by a party due to the other party’s fraud or willful misconduct, such party shall be liable for all Damages suffered by the other party without regard to the Liability Threshold or Liability Caplaw. (b) Each party agrees that it shallThe Seller shall not be liable for breaches of its representations and warranties contained in this Agreement until Buyer has suffered aggregate losses in excess of $250,000, and after which point, the Seller shall cause only be obligated to indemnify the applicable Indemnitees toBuyer against further losses in excess of such amount. Notwithstanding the foregoing, use its nothing in the previous sentence shall limit the indemnity obligations of the Seller under clauses (c) through (j) of Section 10.2 or their commercially reasonable efforts to secure payment from insurance policies available and in existence that provide coverage with respect to any Damages to be indemnifiedunder Section 9. 1. The amount Buyer shall not be liable for breaches of any Damages recoverable by a party its representations and warranties contained in this Agreement until Seller has suffered aggregate losses in excess of $250,000, after which point, the Buyer shall only be obligated to indemnify the Seller against further losses in excess of such amount. Notwithstanding the foregoing, nothing in the previous sentence shall limit the indemnity obligations of Buyer under clauses (c) through (e) of Section 11.2 shall be reduced by the amount of any insurance proceeds actually paid to the Indemnified Party or the Indemnitee, as applicable, relating to such claim10.3. (c) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES HERETO SHALL NOT EXTEND TO PUNITIVE DAMAGES OR TO ANY INCIDENTALThe aggregate liability of the Seller hereunder shall not exceed $5,000,000, CONSEQUENTIALprovided that nothing in this sentence shall limit the indemnity obligation of Seller under clauses (c) through (j) of Section 10.2 hereof or under Section 9.1 hereof and the amount of any indemnification paid by Seller pursuant to clauses (c) through (j) of Section 10.2 hereof or under Section 9.1 hereof shall not be counted for purposes of such $5,000,000 limit. The aggregate liability of Buyer hereunder shall not exceed $5,000,000, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOSS OF FUTURE REVENUE, DIMINUTION IN VALUE, PROFITS OR INCOME, OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.provided that nothing in this