Common use of Limitations Clause in Contracts

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement The Warrantors shall not be required to provide indemnify an Indemnified Person or be liable to SCAC or its Affiliates for any bond or Liability under the Transaction Documents and all other security agreements in connection with the AutoChina Acquisition to which any Warrantor is a party and any exhibits or schedules attached hereto or thereto unless the aggregate amount of all Damages exceeds US$100,000 (“Basket”), after which the Warrantors shall be responsible for all Damages, including the Basket; provided, however, the maximum Liability of the Warrantors shall be limited to an amount equivalent to US$68,850,000, except for fraud, intentional misrepresentation and taxes; (ii) All indemnification claims shall have been asserted prior to the Remaining Holdback Consideration Release Date; provided, however, indemnification claims based on (A) fraud and intentional misrepresentation and taxes shall survive indefinitely and (B) Known Liabilities set forth in each of Sections 11.01(c)(i) and 11.01(c)(ii) shall survive until the fifth anniversary of the Closing Date; (iii) With regard to a third party claim, an Indemnifying Person shall not have any obligation to indemnify or hold harmless an Indemnified Person(s) for any settlement entered into by such order or injunction. The foregoing Indemnified Persons without the Indemnifying Person’s prior written consent after the Closing of this Agreement, which shall not be deemed unreasonably withheld; and (iv) In satisfying any or all claims under the Transaction Documents and all other agreements in connection with the AutoChina Acquisition to be which any Warrantor is a party and any exhibits or construed as a waiver schedules attached hereto or election thereto, SCAC may elect, at its sole discretion, to have the relevant claim satisfied (in whole or in part) by transfer of remedies by any such number of SCAC Ordinary Shares to the Indemnified Person, provided, that the value of the Parties, SCAC Ordinary Shares shall be equal to the product of (A) the number of SCAC Ordinary Shares being used to satisfy such claim and each (B) the average closing price of SCAC Ordinary Shares for fifteen (15) consecutive trading days ending on the Parties expressly reserve any and all rights and remedies available first (1st) trading day prior to them at law or in equity in the event of any breach or default by date such shares are actually delivered to the other Parties under this AgreementIndemnified Person.

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 have amount of the liability in respect of such single Claim exceeds £5,000; and/or (ii) the amount of all Claims made in respect of the Warranties or the Tax Covenant (disregarding Claims excluded pursuant to clause 7.2(a)(i)) exceeds £75,000, in which event, the Sellers shall be liable for the whole of such Claims (disregarding Claims excluded pursuant to clause 7.2(a)(i)) and not merely the excess; (b) shall not exceed the aggregate value of the Consideration actually received by the Sellers pursuant to this agreement as reduced by any amounts for which they are liable under Section 8.2(a)(ithis 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 the Indemnities), shall not arise to the extent that the fact, matter or circumstance giving rise to the Claim was Disclosed or was actually known by the Purchaser at or before the Signing Date; (e) shall be reduced or extinguished (as the case may be) to the extent that a breach 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 representation 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 warranty results fromis otherwise not capable of being quantified and the Sellers shall not be liable to make any payment in respect of such Claim unless and until the liability becomes an actual liability and is due and payable, relates 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 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 “Third Party Sum”) and if the recovery of the Third Party Sum and./or any and all Tax payable by the Purchaser by virtue of its receipt is recovered from such third party after the Claim has been settled and paid, the Purchaser shall reimburse to the Sellers (or, if the Claim was settled out of monies standing to the T-Mobile Parties’ breach credit of such account, the Escrow Account) within five Business Days of recovery by the Purchaser of the Existing Lease Third Party Sum and/or any and all Tax payable by the Purchaser by virtue of its receipt the lesser of the sum paid by the Sellers or from the Escrow Account and the Third Party Sum (after deducting in either case all reasonable costs and expenses properly incurred by the Purchaser or the use Company in enforcing a Third Party Sum); 7.3 Where the Company is entitled to recover from a third party insurer (pursuant to any policy of insurance in place at or operation prior to Completion), the Purchaser shall procure that the Company undertakes and exhausts all reasonable steps to enforce such recovery before taking proceedings against the Sellers. 7.4 The Purchaser shall not be entitled to recover from the Sellers under the Warranties, the Tax Covenant or the Indemnities more than once in respect of the Seller Licenses by same damage suffered. 7.5 The Purchaser shall, or shall procure that each relevant Member of its Group shall, keep the T-Mobile Parties Sellers fully and promptly informed of any actual or prospective right of recovery from any third party as referred to in clause 7.2(j) and clause 7.3. 7.6 If the Purchaser or any other Member of its Group becomes aware of any claim, action or demand against it, or of any circumstance which may give rise to any claim, action or demand against it, and which may give rise to a Claim (other than in respect of a Tax Claim, the conduct of which is set out in part 4 of schedule 4), the Purchaser shall forthwith give written notice (including reasonable particulars of such claim or circumstance and, so far as is reasonably possible, the amount claimed) to the Sellers and the Purchaser shall and shall procure that the Company shall: (a) give the Sellers and their Affiliates thereunder. In no event shall professional advisers reasonable access to the Sellerpremises and personnel of the Purchaser and/or the Company and/or any other member of the Purchaser’s aggregate liability under this Article 8 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 otherwise pursuant photocopies thereof at its own expense in order to this Agreement exceed appraise themselves of all facts, matters and information relevant to the Purchase Price (claim, action or portion thereof) actually received by demand against the Seller pursuant to this Agreement.Purchaser or the Company; (b) In no event shall consult with the T-Mobile Parties’ aggregate liability under this Article 8 exceed Sellers in advance of any action taken by the Purchase PricePurchaser or any Member of its Group in respect of such claim, action or demand; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b).and (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless have due regard and take reasonable account of the theory of recovery, provided that this Section 8.3(cSellers’ representations made during such consultations. (d) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for For the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party Purchaser shall be entitled to an injunction take (or injunctions procure that a Member of its Group takes) any reasonable action in respect of a claim, action or demand against it, provided that it takes into account the interests of the Sellers in the terms of clause 7.6(c) as well as the reasonable financial and commercial interests of the Purchaser and its Group. 7.7 Any Claim which has been made for breach of Warranty (and which has not been previously satisfied, settled or withdrawn) shall be deemed to prevent or restrain breaches or threatened breaches have been withdrawn and shall become fully barred and unenforceable on the expiry of this Agreement by the other (as applicableperiod 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), unless legal or arbitration proceedings in respect of such claim shall have been validly commenced and served on the Sellers within such notice period. 7.8 For the avoidance of doubt, and subject to specifically enforce the terms and provisions of clause 6.8 and this Agreement to prevent breaches or threatened breaches of, or to enforce compliance withclause 7, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Purchaser shall not be required 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 provide the Purchaser. 7.9 Without prejudice to any bond or other security provision in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any this agreement for the protection of the PartiesSellers 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 Parties expressly reserve any and all rights and remedies available to them at law or Purchaser may suffer in equity in the event consequence of any breach or default by the other Parties under this Agreementmatter giving rise to a Claim in respect of any Warranty.

Limitations. No Issuing Bank shall issue, renew, amend or extend, at any time, any Letter of Credit: (ai) In no event shall the Seller have liability under Section 8.2(a)(i) if, after giving effect to the extent a breach Letter of a representation Credit or warranty results fromamendment or extension thereof requested hereunder, relates the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank shall exceed any limit imposed by Applicable Law upon such Issuing Bank or any Revolving Credit Lender; (ii) if, after giving effect to the Letter of Credit or arises out amendment or extension thereof requested hereunder, the sum of (A) the T-Mobile Parties’ breach aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans and Competitive Bid Loans) plus (B) the Existing Lease Letter of Credit Obligations exceeds the Aggregate Revolving Credit Commitment; (iii) if such Issuing Bank receives written notice from the Administrative Agent on the proposed Issuance Date of such Letter of Credit that the conditions precedent contained in Sections 5.1 or the use or operation 5.2, as applicable, would not on such Issuance Date be satisfied unless such conditions are thereafter satisfied and written notice of the Seller Licenses such satisfaction is given to such Issuing Bank by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.Administrative Agent; (biv) In no event shall that is in a currency other than United States dollars; (v) [reserved]; (vi) if the T-Mobile Parties’ aggregate liability under this Article 8 exceed expiry date of such requested Letter of Credit would occur after the Purchase PriceLetter of Credit Expiration Date, unless the Administrative Agent and the applicable Issuing Bank approve; provided that in no event shall the foregoing limitation of liability apply to (x) on or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect prior to the payment Letter of Credit Expiration Date, the Purchase Price, including the remedies Borrower shall Cash Collateralize such Letter of the Seller set forth in Section 2.1(b). Credit and (cy) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless Letter of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification Credit issued under this Agreement shall be reduced by: (i) any insurance proceeds actually received by have an expiry date that occurs after the Indemnified Party with respect to such Losses (net first anniversary of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net Letter of any costs attributable thereto).Credit Expiration Date; (evii) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages (A) if, in the event that this Agreement any Revolving Credit Facility Termination Date has not been performed extended pursuant to Section 2.17, the undrawn face amount of all Letters of Credit outstanding at the time of such issuance, renewal, amendment or extension (other than Letters of Credit that have already been or will concurrently be Cash Collateralized in accordance with its termsthis clause (vii)) would, at any time prior to the expiry date of all such Letters of Credit, exceed the Aggregate Revolving Credit Commitment at any time prior to such expiry (after giving effect to the expiration of the Revolving Credit Commitments of Revolving Credit Declining Lenders and therefore agrees thatany Revolving Credit Facility Termination Date of any Series scheduled to occur prior to such expiry), unless the Administrative Agent and the applicable Issuing Bank approve and the Borrower shall have Cash Collateralized such amount of Letters of Credit such that the excess condition referred to in this clause (vii)(A) does not exist and (B) if, in addition the event that any Revolving Credit Facility Termination Date has been extended pursuant to all other remedies available at law or in equitySection 2.17, the undrawn face amount of all Letters of Credit outstanding at the time of such issuance, renewal, amendment or extension (other Party shall than Letters of Credit that have already been or will concurrently be entitled Cash Collateralized in accordance with this clause (vii)) would, at any time prior to an injunction or injunctions the expiry date of all such Letters of Credit, exceed the Aggregate L/C Limit at any time prior to prevent or restrain breaches or threatened breaches such expiry (after giving effect to the expiration of this Agreement by the other (as applicableRevolving Credit Commitments of Revolving Credit Declining Lenders and any Revolving Credit Facility Termination Date of any Series scheduled to occur prior to such expiry), unless the Administrative Agent and the applicable Issuing Bank approve and the Borrower shall have Cash Collateralized such amount of Letters of Credit such that the excess condition referred to specifically enforce the terms and provisions of in this Agreement to prevent breaches or threatened breaches ofclause (vii)(B) does not exist; provided, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees however that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement no Issuing Bank shall not be required to provide issue, renew, extend or amend any bond Letter of Credit if any Revolving Credit Facility Termination Date has been extended pursuant to Section 2.17 and the undrawn face amount of all Letters of Credit issued by such Issuing Bank and outstanding at the time of such issuance, renewal, amendment or extension (other security than Letters of Credit that have already been or will concurrently be Cash Collateralized in connection accordance with this clause (vii)) would, at any time prior to the expiry date of all such order Letters of Credit issued by such Issuing Bank, exceed such Issuing Bank’s L/C Limit at any time prior to such expiry; or (viii) if any Lender is a Defaulting Lender and after giving effect to the issuance of such Letters of Credit or injunction. The foregoing shall not be deemed to be amendment or construed as a waiver or election extension thereof, the sum of remedies by any Total Revolving Credit Exposures of the Parties, and each Non-Defaulting Lenders would exceed the sum of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in Revolving Credit Commitments of the event of any breach or default Non-Defaulting Lenders, unless such excess amount is Cash Collateralized by the other Parties under this AgreementBorrower in accordance with Section 4.10.

Limitations. Subject to Section 6.6, the following limitations will apply with respect to the indemnification obligations of Buyer: (ai) In no event Buyer shall not be liable to the Seller have liability Indemnitees under Section 8.2(a)(i6.3(a)(i) until the aggregate amount of Damages incurred by the Seller Indemnitee(s) with respect to all claims of Seller Indemnitees made under Section 6.3(a)(i) exceeds the Threshold Amount; provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Seller Indemnitees shall have the right to recover all Damages without regard to the extent Threshold Amount. No claim for indemnification by a breach Seller Indemnitee under Section 6.3(a)(i) shall be asserted where the amount that would otherwise be payable by the Buyer hereunder relating to such claim or series of a representation or warranty results from, relates related claims is less than $50,000. (ii) Any amounts payable to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise Indemnitees in satisfaction of claims for indemnification pursuant to this Agreement Section 6.3(a)(i) shall be made by Buyer; provided, that the aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification pursuant to Section 6.3(a)(i) shall not exceed the Cap. (iii) The aggregate maximum indemnification obligation of Buyer for Damages under Sections 6.3(a)(i) and 6.3(a)(ii) shall not exceed, in the aggregate, the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementCap. (biv) In no event shall Notwithstanding anything in this Agreement to the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that contrary, in no event shall the foregoing limitation of liability apply Buyer be required to or limit T-Mobile Parties’ liabilityindemnify, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of save and hold harmless the Seller set forth Indemnitees under this Article VI or otherwise be liable in Section 2.1(b). (c) Notwithstanding any other provisions connection with this Agreement, the negotiation, execution or performance of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated hereby, for any Damages that that (A) are punitive or exemplary (except to the extent such Damages are asserted against a Seller Indemnitee by this Agreement are unique and each a third party), (B) arise from any special plans or circumstances of Sellers not known to Buyer as of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches date of this Agreement by the other or (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees C) that it will are not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementotherwise reasonably foreseeable.

Limitations. (a) In no event The Buyer Indemnitees shall the not have any right to be indemnified by any Seller have liability under for any individual obligation or Liability pursuant to Section 8.2(a)(i12.03(c) to the extent a breach or Section 12.03(f) for breaches of a representation representations and warranties unless such obligation or warranty results from, relates to or arises out Liability exceeds 0.01471% of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Initial Purchase Price (if the Option Closing does not occur) or portion thereof) actually received by the Seller pursuant aggregate of the Initial Purchase Price and the Option Purchase Price (if the Option Closing occurs), in which event the right to be indemnified shall apply to the full amount of such obligation or Liability (a “Qualified Loss”), subject to the other limitations set forth in this AgreementSection 12.04. (b) In no event Subject to the other provisions of this Section 12.04, the Buyer Indemnitees shall not have the T-Mobile Parties’ right to be indemnified pursuant to Section 12.03(c) or Section 12.03(f) for breaches of representations and warranties unless and until the Buyer Indemnitees shall have incurred on a cumulative basis aggregate liability under this Article 8 exceed Qualified Losses in an amount exceeding 1% of the Initial Purchase Price; provided that in no event shall Price (if the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, Option Closing does not occur) or the Seller’s remedies, with respect to the payment aggregate of the Initial Purchase PricePrice and the Option Purchase Price (if the Option Closing occurs) (the “Indemnity Deductible”), including in which event the remedies right to be indemnified shall apply only to all such Qualified Losses in excess of the Seller set forth in Section 2.1(b)Indemnity Deductible. (c) Notwithstanding any Subject to the other provisions of this AgreementSection 12.04, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless the sum of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party all losses pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become which indemnification is payable to the Seller by Sellers pursuant to Section 2.1(b)(ii)12.03(c) or Section 12.03(f) for breaches of representations and warranties shall not exceed, including in connection the failure to pay aggregate, ten percent (10%) of the Initial Purchase Price when due hereunder. (dif the Option Closing does not occur) The amount or the aggregate of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: the Initial Purchase Price and the Option Purchase Price (iif the Option Closing occurs) any insurance proceeds actually received by (the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto“Cap Amount”). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. The following provisions of this Section 9.4 shall limit the indemnification obligations hereunder: (a) In no The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article IX unless a written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Nashville, Tennessee time, on or prior to the first anniversary of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (x) a breach of any Fundamental Representations or (y) an Excluded Liability or any Pro-Rated Item may be made at any time and (ii) for Indemnified Costs arising out of a breach of any covenant may be made at any time prior to the expiration of such covenant according to its terms. (b) An Indemnifying Party shall not be obligated to pay for any Indemnified Costs under this Article IX until the amount of all such Indemnified Costs exceeds, in the aggregate, $2,362,500, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the Seller have first dollar. The aggregate liability of an Indemnifying Party under Section 8.2(a)(i) this Article IX shall not exceed $31,500,000. The limitations in the previous two sentences shall not apply to Indemnified Costs to the extent such costs arise out of (i) a breach of a representation any Fundamental Representations, (ii) an Assumed Liability, (iii) an Excluded Liability or warranty results from, relates to any Pro-Rated Item or arises out (iv) breach of any covenant or other agreement of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability Indemnifying Party under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (bc) In no event shall Each Party acknowledges and agrees that, after the T-Mobile Closing Date, notwithstanding any other provision of this Agreement to the contrary, the Buyer’s and the other Buyer Indemnified Parties’ aggregate liability under this Article 8 exceed and each Seller’s and the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile other Seller Indemnified Parties’ liability, or the Seller’s remedies, sole and exclusive remedy with respect to the payment of Indemnified Costs shall be in accordance with, and limited by, the Purchase Price, including the remedies of the Seller provisions set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable Article IX. The Parties further acknowledge and agree that the foregoing is not the remedy for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall and does not limit the T-Mobile Parties’ obligations remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of any Seller to pay any interestthe Buyer Indemnified Parties on the one hand, fees, costs or expenses that may become payable the Buyer to the Seller Indemnified Parties on the other hand, pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement Article IX shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect an amount equal to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received recovery by such Indemnified Parties pursuant to the Indemnified Party from third parties (other than insurers) with respect Ancillary Documents between the Parties to the extent that such Losses (net of any costs attributable thereto). (e) Each other indemnification recovery arises out of the Parties acknowledges and agrees that same event or circumstance giving rise to the Seller Licenses and the transactions contemplated by this Agreement are unique and each indemnification obligation of the Seller and Sellers or the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsBuyer, and therefore agrees thatrespectively, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementhereunder.

Limitations. Notwithstanding the foregoing, no Letter of Credit will be issued, increased, or extended: (ai) In no event shall (A) if such issuance, increase, or extension would cause the Seller have liability under Section 8.2(a)(i) Letter of Credit Exposure to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price Aggregate Letter of Credit Sublimit or (or portion thereofB) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityif such issuance, increase, or extension would cause the Seller’s remedies, Letter of Credit Exposure with respect to Letters of Credit issued by any Issuing Lender to exceed the payment Letter of the Purchase Price, including the remedies of the Seller set forth Credit Sublimit applicable to such Issuing Lender (unless such Issuing Lender otherwise consents in Section 2.1(bits sole discretion).; (cii) Notwithstanding if such issuance, increase, or extension would cause the Revolving Outstanding Amount to exceed the aggregate Revolving Commitments; (iii) unless such Letter of Credit has an expiration date not later than five Business Days prior to the Revolving Credit Maturity Date; (iv) unless such Letter of Credit is a standby or commercial letter of credit not supporting the repayment of indebtedness for borrowed money of any other provisions Person; (v) unless such Letter of Credit is in form and substance acceptable to such Issuing Lender in its sole discretion; (vi) unless the Borrowers have delivered to such Issuing Lender a completed and executed Letter of Credit Application; provided that, if the terms of any Letter of Credit Application conflicts with the terms of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless the terms of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: control; (ivii) any insurance proceeds actually received unless such Letter of Credit is (A) governed by the Indemnified Party with respect Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 or any successor to such Losses (net publication, in case of any increases in premiums or other costs attributable thereto); a commercial letter of credit and (iiB) any indemnification or reimbursement payments actually received the International Standby Practices 1998 published by the Indemnified Party from third parties Institute of International Banking Law & Practice (other than insurersor such later version thereof as may be in effect at the time of issuance), in case of standby letter of credit; and (viii) if any Revolving Lender is at such time a Defaulting Lender or Potential Defaulting Lender; unless the applicable Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Lender (in its sole discretion), with the Borrowers or such Revolving Lender to eliminate such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to such Losses (net of any costs attributable thereto)Defaulting Lender or Potential Defaulting Lender. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall the 16.1.1 Any claim by Seller have liability under Section 8.2(a)(i) to the extent a or Altor for breach of a representation or warranty results from, relates to or arises out of Buyers’ Warranty may be made until 12 months after the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recoveryClosing Date, provided that this Section 8.3(c) such limit in time shall not apply to claims for breach of any damages awarded to a third party pursuant to a final, Buyers’ Warranty contained in Clause 11.1 (Buyers’ right and power) or breach or non-appealable order; provided thatfulfilment of a covenant or any other breach of the Agreement on the part of a Buyer which may be made until three (3) years after the Closing Date. 16.1.2 A claim against Buyers for breach of a Buyers’ Warranty shall be notified in writing to Buyers’ as soon as reasonably practicable after a Seller or Altor (as applicable) has become aware of the breach in question and in any event within 40 Business Days. Where the liability of Buyers in respect of such claim is increased as a result of any breach by Seller or Altor of this Clause 16.1.2, for the avoidance of doubt, this Section 8.3(c) Buyers shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including be liable in connection the failure to pay the Purchase Price when due hereunderrespect of such increase. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the 16.1.3 Neither Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party nor Altor shall be entitled to compensation for a Loss due to a breach of Buyers’ Warranties (other than claims for breach of Clause 11.1 (Buyers’ right and power)) unless the amount of such Loss (or series or pattern or related Losses) exceeds USD 50,000 and the aggregate of such Losses exceeds and amount of USD 500,000 provided that Seller and Altor shall be entitled to be indemnified for the full amount of the Loss if and when the Loss equals or exceeds such amount. 16.1.4 Buyers’ liability under this Clause 16, as a result of a breach of Clauses 11.2 through 11.3, shall in no circumstance exceed an injunction or injunctions amount of USD 10,000,000. 16.1.5 Notwithstanding anything to prevent or restrain breaches or threatened breaches of the contrary in this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance withAgreement, the covenants and obligations Parties have agreed that Buyers’ aggregate liability to compensate Seller and/or Altor in respect of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent all breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide exceed the Purchase Price. 16.1.6 If any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of Loss for which the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties Buyers are liable under this AgreementAgreement is a tax-deductible item for Seller or Altor, the recoverable loss or cost shall be reduced only by an amount equivalent to the net reduction in Taxes actually realized by Seller or Altor that is attributable to such tax deductible item.

Limitations. 16.4.1 The Sellers shall have no obligation to indemnify the Buyer in respect of any Loss in respect of a Breach if the Buyer fails to give Notice (in accordance with clause 16.5) of the claim to the Sellers’ Representative: (a) In no event shall later than on the Seller have liability under Section 8.2(a)(i) to day falling 18 months after the extent a breach of a representation or warranty results fromClosing Date, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.11:59 pm CET; and (b) In no event shall later than 30 Business Days after the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment Buyer has become aware of the Purchase Price, including events or circumstances giving rise to a claim. 16.4.2 The Sellers shall have no obligation to indemnify the remedies Buyer in respect of any Loss caused by a Breach of the Seller set forth in Section 2.1(b).any of the Warranties unless; (ca) Notwithstanding the amount of such Loss arising from a single Breach or series of related Breaches of any other provisions of this Agreementthe Warranties exceeds USD 150,000 (the “De Minimis Threshold”); and (b) the total amount of the Buyer’s Losses in respect of all such Breaches of the Warranties (each exceeding the De Minimis Threshold), is in no event excess of USD 1,700,000 (the “Basket”) in which case the Sellers shall any Party be liable for the full amount of such Loss. 16.4.3 The Sellers’ maximum liability for all Losses in respect of all such Breaches and any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply liability pursuant to any damages awarded indemnity under clause 14 shall be limited to a third party pursuant total amount equivalent to a final, non-appealable order; provided that, for the Escrow Amount (the “Cap”). For the avoidance of doubt, this Section 8.3(c) if and to the extent an Adjustment Amount is paid to the Buyer from the Escrow Account in settlement of such Adjustment Amount, any such Adjustment Amount shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable residual maximum liability of the Sellers pursuant to the Seller preceding sentence. 16.4.4 The limitations in clause 16.4 do not apply to any Breach of any of the Title Warranties or Breach arising out of or as a result of fraud or wilful misrepresentation, always provided that none of the Sellers’ liability for such Breach can in any event exceed such Seller’s portion of the Purchase Price. For any Breach and the breach of any indemnity or covenant as provided by the Sellers pursuant to Section 2.1(b)(ii)this Agreement, including in connection the failure to pay Sellers’ liability shall be several and not joint. 16.4.5 Any payment by the Sellers as indemnification of Buyer against any Loss will be considered a reduction of the Purchase Price when due hereunderPrice. (d) 16.4.6 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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Sellers shall not be required liable in respect of any claims to provide any bond the extent that such claim is attributable to, or other security in connection with any such order claim otherwise having arisen or injunction. The foregoing shall not be deemed to be or construed is increased as a waiver or election of remedies by result of, any of Law not being in force at the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementClosing Date.

Limitations. (a) In no event shall either Party in the Seller have liability under Section 8.2(a)(i) aggregate be liable for any Adverse Consequences as to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise any claim for indemnification pursuant to this Agreement Section 9.2 unless such Adverse Consequences exceed $50,000, in which case such Party shall be liable for all Adverse Consequences from the first dollar up to an aggregate amount not to exceed the Purchase Price (or portion thereof) actually received by Price; provided, however, that the Seller pursuant Buyer Indemnified Persons shall be required to this Agreementfirst exhaust the Escrow Amount prior to seeking further indemnification recourse directly against Seller, and such recourse may include forfeiture of Closing Shares. (b) In Notwithstanding the foregoing, there shall be no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply minimum amount for Adverse Consequences arising from or relating to or limit T-Mobile Parties’ liability, or the Seller’s remediesfraud or intentional misrepresentations, with respect a claim for indemnification pursuant to the payment Sections 9.2(viii)-(ix), a breach of the Purchase Price, including the remedies of the Seller any representation or covenant set forth in Section 2.1(b3.11 (Tax Matters), Section 3.28 (Education Approvals; Compliance with Education Laws), Section 5.9 (Tax Matters) or Section 10 (Tax Matters), or any fine or penalty imposed on Seller or Buyer as a result of Seller’s (or its agents) actions or omissions prior to the Effective Date. (c) Notwithstanding any other provisions of this Agreementthe foregoing, in no event shall any Party be liable for any Losses that are lost profitsexcept with respect to fraud (including intentional misrepresentation but excluding negligent misrepresentation), consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless breaches of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, Seller Fundamental Reps and claims for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller indemnification pursuant to Section 2.1(b)(ii9.2(viii), including in connection the failure to pay there will be an aggregate ceiling of the Purchase Price when due hereunderon the obligation of Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of breaches of the representations and warranties of Seller contained in Section 3. (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 Notwithstanding the Indemnified Party foregoing, except with respect to such Losses fraud (net of any increases in premiums or other costs attributable thereto); including intentional misrepresentation but excluding negligent misrepresentation) and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each breaches of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each Buyer Fundamental Reps, there will be an aggregate ceiling of the Purchase Price on the obligation of Buyer to indemnify Seller from and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsagainst Adverse Consequences resulting from, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened arising out of breaches of this Agreement by the other (as applicable), representations and to specifically enforce the terms and provisions warranties of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or Buyer contained in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementSection 4.

Limitations. (ai) In no event No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed $50,000 (the “Threshold”), at which time the Seller have liability under Section 8.2(a)(i) shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the first dollar of all such Losses but subject to the extent a breach of a representation or warranty results other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, relates to or arises arising out of or relating to breaches of the T-Mobile Parties’ representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters. Stock Purchase Agreement 23 (ii) Notwithstanding anything to the contrary in this Agreement but subject to Section 6.4, each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 50% of the amount actually received by such Seller at the applicable Closing or at the first anniversary as of the date hereof (with respect to the Employees) pursuant to this Agreement, except for (i) Losses resulting from the breach of the Existing Lease or the use or operation representations set forth in Article II and in Sections 3.1 (Organization; Power), 3.2 (Authorization), 3.3 (Capitalization), 3.9 (Intellectual Property) and 3.23 (Brokerage) (in each case disregarding any materiality limitation therein), for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the amount actually received by such Seller Licenses by at the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise applicable Closing pursuant to this Agreement, and (ii) Losses resulting from the Covered Matters, for which each Seller’s liability for indemnification of Buyer Indemnified Parties under this Agreement shall not exceed 100% of the Purchase Price (or portion thereof) amount actually received by such Seller at the Seller applicable Closing pursuant to this Agreement. (biii) In no event shall the T-Mobile Parties’ aggregate liability Recovery under this Article 8 exceed VIII shall constitute the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); sole and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate exclusive remedy for any reason at law breach of any representation, warranty, covenant, or agreement pursuant to or in equity any way related to this Agreement. For purposes of clarity, nothing in this Section shall limit Buyer’s right to seek equitable relief (subject to such Party’s rights to defend such matter on its merits). Any Party seeking including an injunction or injunctions to prevent breaches of this Agreement and injunction) to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties its obligations under this Agreement.

Limitations. The indemnification obligations described in Sections 6.2(a) and 6.2(b) shall be subject to each of the following principles or qualifications: (ai) No claim for the recovery of Indemnifiable Damages pursuant to Article 6 may be asserted after the representations, warranties, covenants or agreements giving rise to such claim shall have expired and be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred. (ii) The Connecture Indemnified Parties shall be entitled to indemnification under Section 6.2(a)(i) only if the Indemnifiable Damages of the Connecture Indemnified Parties exceed $50,000 (the “Company Basket”) in the aggregate, in which event the Connecture Indemnified Parties shall then be entitled to indemnification for all Indemnifiable Damages in excess of the Company Basket, subject to the Company Cap; provided, however, that the Company Basket shall not apply to Indemnifiable Damages that are attributable to (x) Indebtedness or Capital Lease Obligations of the Company or unpaid Transaction Expenses, or (y) a breach of the representations and warranties in Sections 2.1, 2.2, 2.3, 2.10 or 2.27 hereof. (iii) The Seller Indemnified Parties shall be entitled to indemnification under Section 6.2(b)(i) only if the Indemnifiable Damages of the Seller Indemnified Parties exceed $50,000 (the “Connecture Basket”) in the aggregate, in which event the Seller Indemnified Parties shall be entitled to indemnification for all Indemnifiable Damages in excess of the Company Basket), subject to the Connecture Cap; provided, however, that the Connecture basket shall not apply to Indemnifiable Damages that are attributable to a breach of the representations and warranties in Sections 3.1, 3.2 or 3.4. (iv) In no event shall the Seller have liability aggregate amount of all indemnification payments to Connecture Indemnified Parties by Sellers (x) under Section 8.2(a)(i6.2(a)(i) to the extent a breach of a (unless arising from an inaccurate representation or warranty results fromof Sellers set forth in the first sentence of Section 2.1 or Sections 2.2, relates to 2.3, 2.10, 2.13, 2.28 or arises out 2.29) exceed 50% of the T-Mobile Parties’ breach sum of the Existing Lease Final Purchase Consideration and the Continuing Customer Retention Payment Amount, (y) under Section 6.2(a)(i) (if and only if arising from an inaccurate representation or warranty of Sellers set forth in the use first sentence of Section 2.1 or operation Sections 2.2, 2.3, 2.10, 2.13, 2.28 or 2.29) exceed the sum of the Seller Licenses by Final Purchase Consideration and the T-Mobile Parties or their Affiliates thereunder. In no event shall Continuing Customer Retention Payment Amount, and (z) under Section 6.2(a)(i), (ii) and (iii) in the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the sum of the Final Purchase Price Consideration and the Continuing Customer Retention Payment Amount (or portion thereof) actually received by the Seller pursuant to this Agreement“Company Cap”). (bv) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 amount of all indemnification payments to Seller Indemnified Parties by Connecture exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment sum of the Final Purchase Price, including Consideration and the remedies of Continuing Customer Retention Payment Amount (the Seller set forth in Section 2.1(b“Connecture Cap”). (cvi) Notwithstanding In accordance with the terms and conditions contained herein, Connecture shall have the right to offset against up to $750,000 (less any other provisions of this Agreement, in no event shall any Party be liable for any Losses Customer Offset Amount that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) Connecture shall not apply be obligated to any damages awarded to a third party pay pursuant to a final, non-appealable order; provided that, for the avoidance Notes) of doubt, this Section 8.3(c) its obligations that shall not limit the T-Mobile Parties’ obligations be owed to pay any interest, fees, costs or expenses that may become payable Sellers pursuant to the Seller pursuant to Section 2.1(b)(ii)Notes, including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement amounts that shall be reduced by: (i) any insurance proceeds actually received owed to Connecture by the Indemnified Party Sellers with respect to such Losses (net A) the indemnification obligations of any increases in premiums or other costs attributable thereto); Sellers under this Section 6.2 hereof and (iiB) the Shortfall obligations of Sellers under Section 1.9 hereof. Connecture agrees to first seek recovery of $750,000 in Indemnifiable Damages from the Notes (less any indemnification or reimbursement payments actually received by Shortfall amount recovered against the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable theretoNotes). (e) Each of the Parties acknowledges , and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages only in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party there shall be entitled no further amounts to an injunction or injunctions recover against the Notes, shall Connecture than have the right to prevent or restrain breaches or threatened breaches of this Agreement by collect any Indemnifiable Damages against Sellers. Without limiting the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations generality of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunctionforegoing, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law Connecture shall have no right to offset against or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event otherwise withhold payment of any breach Excess owed to Sellers under Section 1.9(f) or default by the other Parties any amount due to Sellers under this AgreementSection 1.6(b).

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii2.1(b)(iii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event The Company Indemnitors shall not be required to make any indemnification payments unless and until the Seller have liability under Section 8.2(a)(iaggregate amount of such indemnifiable Damages exceeds $653,569.14 (the “Basket”) in which case, subject to the extent a breach of a representation or warranty results fromlimitations set forth in this Section 9, relates to or arises out the Parent Indemnified Persons shall recover from the Indemnity Fund for all the Damages in excess of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunderBasket. In respect of each Company Indemnitor, his, her or its Pro Rata Share of indemnifiable Damages hereunder shall be recovered (i) first, from the shares of Parent Preferred Stock comprising the Indemnity Fund held by such Company Indemnitor and if no event shall such Indemnity Shares remain in the Seller’s aggregate liability under this Article 8 Indemnity Fund or otherwise after the Indemnity Release Date, (ii) second, from the shares of Parent Common Stock comprising the Indemnity Fund held by such Company Indemnitor and if no such Indemnity Shares remain in the Indemnity Fund or after the Indemnity Release Date, then (iii) third, from the Company Merger Shares held by such Company Indemnitor (with any such Company Merger Shares surrendered pursuant to this Agreement exceed clause (iii) to be surrendered in the Purchase Price (or portion thereof) actually received by amounts and based on the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation valuations of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth such Company Merger Shares specified in Section 2.1(b9.7, applied as if such Company Merger Shares were Indemnity Shares). ; provided, that, (cx) Notwithstanding any other provisions of this Agreement, in no event shall any Party Company Indemnitor be liable for Damages under this Section 9 in excess of his, her or its Pro Rata Share of such Damages and (y) in no event shall any Company Indemnitor be liable for any Losses amount of Damages from and after the time that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(csuch Company Indemnitor has (1) shall not apply surrendered to any damages awarded Parent Indemnified Person the Parent Capital Stock issued to a third party such Company Indemnitor in the Merger pursuant to a finalthis Agreement to the extent any such Parent Capital Stock is held by the Company Indemnitor as of such time, non-appealable order; provided thatand (2) if any shares of Parent Capital Stock issued to such Company Indemnitor in the Merger pursuant to this Agreement have been sold by such Company Indemnitor, for the avoidance of doubt, excluding any surrender thereof pursuant to this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations 9, remitted to pay any interest, fees, costs or expenses that may become payable to the Seller Parent Indemnified Person pursuant to this Section 2.1(b)(ii), including in connection 9 the failure to pay amount of the Purchase lower of the Parent Share Price when due hereunderand the cash proceeds actually received from such disposition. (db) The amount Notwithstanding anything to the contrary herein, no Company Indemnitor shall have any right of indemnification, compensation, reimbursement, contribution or right of advancement from Parent, the Surviving Company or any Losses for which other Parent Indemnified Person (based upon such holder’s position as an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by officer, director, employee or agent of the Indemnified Party with respect to such Losses (net of any increases in premiums Company or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurersotherwise) with respect to any Damages owed to any Parent Indemnified Person pursuant to Section 9.3(a) or any right of subrogation against the Company or the Surviving Company with respect to any such Losses indemnification, compensation or reimbursement of a Parent Indemnified Person by reason of such matters. (c) All Damages shall be calculated net of the amount of any recoveries actually received by a Parent Indemnified Person prior to the Indemnity Release Date under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsreserves, and therefore agrees thatexpenses, in addition to all other remedies available at law deductibles or in equity, the other Party shall be entitled to an injunction premium adjustments or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other retrospectively rated premiums (as applicable)determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Damages suffered, and paid, sustained or incurred by any Indemnified Person; provided that no Indemnified Person shall have any obligation to specifically enforce the terms and provisions of this Agreement seek to prevent breaches obtain or threatened breaches of, or continue to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with pursue any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementrecoveries.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with With respect to the payment of the Purchase Price, including the remedies of the Seller indemnification provisions set forth in Section 2.1(bSections 13.1 and 13.2, (i) such provisions shall be effective only after the aggregate amount of Loss for which the party entitled to indemnification hereunder exceeds $150,000 (the "Minimum Limitation"). (c) Notwithstanding any other , and in such event, such indemnification provisions shall apply to all Losses and not only to Losses in excess of this Agreementsuch Minimum Limitation, in no event shall any Party be liable for any Losses provided, however, that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) Minimum Limitation shall not apply to any damages awarded to a third party pursuant to a finalLoss in respect of the Bull Litigation or any Severance Liability, non-appealable order; provided that(ii) the aggregate liability of the Purchaser, on the one hand, and Sellers, on the other hand, for the avoidance all Claims for indemnification under this Article XIII or otherwise under any other provision of doubtthis Agreement, this Section 8.3(c) whether based in contract or tort, shall not limit exceed $8,000,000 for Claims made during the T-Mobile Parties’ obligations to pay any interestfirst 12 months following the Closing, fees, costs or expenses that may become payable to if less than $5,000,000 of Claims are made during the Seller pursuant to Section 2.1(b)(iifirst 12 months following the Closing Date (the "First Year Claims") the maximum liability for Claims made during the second 12 months following the Closing Date shall be $5,000,000 less the amount of the First Year Claims (the "Maximum Limitation"), including in connection and (iii) the failure to pay liability of any Seller for indemnification under this Article XIII shall not exceed the aggregate amount of the portion of the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification received or receivable by such Seller under this Agreement Agreement. With respect to liability for the representations and warranties made in Section 3.1, each Seller shall only be liable for the representations and warranties in Section 3.1 made by such Seller with respect to himself and neither Seller shall have any liability relating to the representations and warranties made in Section 3.1 by the other Seller. No claim for indemnification shall be reduced by: (i) made to the extent of any insurance proceeds actually received by the Indemnified Party with respect to such Losses party seeking indemnification (net of self-insured retention or deductible amounts). If the party seeking indemnification receives any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not insurance proceeds after a claim shall have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equitypaid, the other Party party seeking indemnification shall be entitled promptly return such payment to an injunction the extent of such insurance proceeds received. In no event will ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ have any liability to the Company or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security Purchaser in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or Employment Agreement referenced in equity in the event of any breach or default by the other Parties under this AgreementSection 8.11 hereto.

Limitations. (a) In no event shall Except as otherwise expressly provided in this Agreement, after the Seller have liability under Section 8.2(a)(i) to the extent Closing, each party's respective obligations for a breach of a representation or warranty results fromare subject to the following: 9.4.1. As used in this Section 9.4.1, relates to the term "Sellers" shall not include the Charities. Sellers will not have any liability or arises obligations (including, without limitation, for Damages), under Section 9.2 or otherwise, arising out of or resulting from the T-Mobile Parties’ breach of Sellers' representations and warranties, contained in Section 5 of this Agreement, the Existing Lease Schedules hereto, or any in any other document, certificate or agreement executed or delivered in connection with this Agreement ("Seller Representation and Warranty Losses") until the use or operation aggregate amount of the Seller Licenses Representation and Warranty Losses incurred or suffered by Buyer exceed a total of One Hundred Ninety Five Thousand Dollars ($195,000) (the T-Mobile Parties "Seller Basket Amount"); and if the cumulative aggregate amount of such Seller Representation and Warranty Losses exceeds the Seller Basket Amount, then Sellers shall be obligated with respect to such Seller Representation and Warranty Losses, only for or their Affiliates thereunder. In no event shall with respect to the Seller’s amount by which the cumulative aggregate liability Seller Representation and Warranty Losses under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase PriceBasket Amount; provided that in no event shall Sellers be obligated with respect to aggregate Seller Representation and Warranty Losses under this Agreement which exceed a cumulative aggregate total of One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000). 9.4.2. Buyer will not have any liability or obligations (including, without limitation, for Damages), under Section 9.2 or otherwise, arising out of or resulting from the foregoing limitation breach of liability apply to or limit T-Mobile Parties’ liabilityBuyer's representations and warranties contained in Section 7 of this Agreement, the Schedules hereto, or any in any other document, certificate or agreement executed or delivered in connection with this Agreement ("Buyer Representation and Warranty Losses") until the Seller’s remediesaggregate amount of the Buyer Representation and Warranty Losses incurred or suffered by Seller exceed a total of One Hundred Ninety Five Thousand Dollars ($195,000) (the "Buyer Basket Amount"); and if the cumulative aggregate amount of such Buyer Representation and Warranty Losses exceeds the Buyer Basket Amount, then Buyer shall be obligated with respect to such Buyer Representation and Warranty Losses, only for or with respect to the payment of amount by which the Purchase Price, including cumulative aggregate Buyer Representation and Warranty Losses under this Agreement exceed the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, Buyer Basket Amount; provided that in no event shall any Party Buyer be liable for any obligated with respect to aggregate Buyer Representation and Warranty Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless under this Agreement which exceed a cumulative aggregate total of One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000). 9.4.3. Each of the theory of recovery, provided parties covenants and agrees that this Section 8.3(c) shall not apply it will use its reasonable efforts to mitigate any damages awarded Damages with respect to a third which such party is or may become entitled to be indemnified by the other party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderAgreement. (d) The 9.4.4. In determining the amount of any Losses Damages for which an Indemnified Party is entitled to seek indemnity hereunder, net amounts paid or recovered (and the Indemnified Party shall use reasonable efforts to file and support claims therefor short of litigation) under third party insurance policies (excluding self-insurance), contractual or other rights of recovery, indemnification or contribution shall reduce the amount for which indemnification may be sought as shall the actual net tax effect of Damages on the tax liability of the Indemnified Party. 9.4.5. Except, in each case, as expressly set forth in this Agreement, the Schedules hereto or any document or certificate delivered by Sellers to Buyer under this Agreement shall be reduced by: Agreement, (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses SELLERS MAKES NO REPRESENTATIONS OR WARRANTIES (net of any increases in premiums or other costs attributable thereto)WHETHER EXPRESS OR IMPLIED) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE IN REGARD TO THE SHARES OR THE ASSETS; and (ii) except as expressly provided in this Agreement, the Schedules hereto or any indemnification document or reimbursement payments actually received certificates delivered by Sellers to Buyer under this Agreement, Sellers undertake no liability for any damage, loss, expense or claim or any other matter relating to any cause whatsoever arising under or pursuant to this Agreement, (whether such cause be based in contract, negligence, strict liability, other tort or otherwise), and in no event shall Sellers be liable for special, exemplary, or punitive damages to Buyer, and (iii) Sellers shall not be liable for, and Buyer assumes liability for, all personal injury and property damage connected with the Indemnified Party from third parties (handling, transportation, possession, or other than insurers) with respect to such Losses (net use or resale of any costs attributable thereto)of the Assets from and after the Closing Date whether such Assets are used or resold alone or in combination with any other material. (e) Each 9.4.6. Subject to the limitations on indemnity obligations as set forth in this Section 9, the representations, warranties and covenants of the Parties acknowledges parties set forth herein shall survive the Closing, regardless of any investigation made by or on behalf of the parties hereto or the results of any such investigation, and agrees that the Seller Licenses and participation of the parties in the consummation of the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it herein will not oppose the granting constitute a waiver of an injunctionany representation, specific performance and other equitable relief on the basis that warranty or covenant of any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementparty hereto.

Limitations. 5.1 Notwithstanding any other provision of this agreement, no limitations of any kind whatsoever shall apply to any claim under this agreement or under the Tax Deed against the Warrantors, or any of them: (a) In no event shall which is (or the Seller have liability under Section 8.2(a)(idelay in discovery of which is) to the extent consequence of any fraud, dishonesty or deliberate concealment as determined by a breach court of a representation or warranty results from, relates to or arises out law on the part of any of the T-Mobile Parties’ breach of the Existing Lease Warrantors, their agents or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.advisers; or (b) In no which is the result of a breach of any Warranty in part A of schedule 5. 5.2 The rights of the Purchaser in respect of any breach of the Warranties (other than the Warranties in part D (Tax) of schedule 5) shall (subject as provided in sub-clause 5.7) only be enforceable if notice in writing (giving in so far as may then be practicable the amount and details of the claim) shall be given to the Warrantors on or before the second anniversary of Completion. 5.3 The rights of the Purchaser in respect of any breach or non- fulfilment of any of the Warranties in part D (Tax) of schedule 5 and claims under the Tax Deed shall (subject as provided in sub-clause 5.7) only be enforceable if notice in writing (giving insofar as may then be practicable the amount and details of the claim) shall be given to the Warrantors on or before the sixth anniversary of the end of the accounting period of the Company in which Completion occurs. 5.4 The Purchaser shall not be entitled to make any claim or claims (however many in number) under the Warranties or the Tax Deed where the sum claimed is less than (Pounds)7,500, and any such claim or claims of less than (Pounds)7,500 shall be disregarded in computing the figure of (Pounds)75,000 referred to in clause 5.5. 5.5 The Warrantors shall not be liable in respect of any claim under the Warranties or under the Tax Deed unless the aggregate cumulative liability of the Warrantors in respect of all such claims exceeds (Pounds)75,000 (in which event the Warrantors shall be liable for the whole of such liability and not merely for the excess). 5.6 Subject to clause 5.1, the Purchaser shall not be entitled to recover under the Warranties, or the Tax Deed any sum in excess of the value of consideration received from time to time by such Vendor, provided that if the aggregate amount of claims against such Vendor agreed or finally determined in favour of the Purchaser exceeds the value of the consideration received by such Vendor, then the Purchaser shall be entitled to reduce any further amount due under this agreement to the Vendor by the amount of such excess. 5.7 The Purchaser shall not be entitled to recover from the Warrantors under the Warranties and the Tax Deed more than once in respect of the same damage suffered, and accordingly the Warrantors shall not be liable in respect of any breach of the Warranties if and to the extent that the loss is or has been included in a claim under the Tax Deed which has been satisfied to the extent that it has been so satisfied, nor shall the T-Mobile Parties’ aggregate Warrantors be liable in respect of a claim under the Tax Deed if and to the extent that the loss is or has been included in a claim for breach of the Warranties which has been satisfied to the extent that it has been so satisfied. 5.8 The Warrantors shall not be liable in respect of any Warranty or under the Tax Deed which in either such case is based upon a liability under this Article 8 exceed the Purchase Pricewhich is contingent unless and until such contingent liability becomes an actual liability; provided that this clause shall not operate to avoid a claim in respect of a contingent liability made before the expiry of the relevant period specified in clauses 5.2 or 5.3 if notice in writing (giving in so far as may then be practicable the amount and details of the claim) has been delivered before the expiry of such period even if such liability shall not become an actual liability until after the expiry of the relevant period. 5.9 The Vendors shall be under no liability under the Warranties in respect of any matter to the extent that the fact, matter, event or circumstance giving rise to such liability was Disclosed provided that nothing in the Disclosure Letter shall limit the foregoing limitation Warrantors' liability under the Warranties in part A of liability apply to or limit T-Mobile Parties’ liability, schedule 5 or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)Tax Deed. (c) Notwithstanding any other provisions of this Agreement, in no event 5.10 The Vendors shall any Party not be liable for any Losses claim under the Warranties or the Tax Deed in respect of any fact, matter, event or circumstance to the extent that are lost profitsspecific allowance, consequentialprovision or reserve has been made for such fact, exemplarymatter, special, incidental event or punitive damages, circumstance in the Accounts or otherwise not constituting actual direct Losses, regardless to the extent that payment or discharge of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderrelevant matter has been taken into account therein. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) With respect to the extent a breach indemnification obligations of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to Section 8.1(a), the Seller shall not be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which the Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) unless the aggregate of all Losses for which the Seller would, but for this Agreementclause, be liable under Section 8.1(a) exceeds on a cumulative basis $100,000 (the “Indemnification Threshold”), at which point Purchaser Indemnified Parties and their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.1(a) from the Seller in excess of the Indemnification Threshold; provided, however, that the limitations in this Section 8.5(a) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization) and Section 3.5(a) (Assets) (such Sections, collectively, the “Seller Material Representations”). (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with With respect to the payment indemnification obligations of the Purchase PricePurchaser pursuant to Section 8.2(a), including the remedies Purchaser shall not be obligated to indemnify the Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a), for any Losses for which the Purchaser would be obligated to indemnify Seller Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.2(a) unless the aggregate of all Losses for which the Purchaser would, but for this clause, be liable under Section 8.2(a) exceeds on a cumulative basis the Indemnification Threshold, at which point the Seller Indemnified Parties or any of their respective affiliates, successors or assigns shall be entitled to all indemnification amounts under Section 8.2(a) from the Purchaser in excess of the Seller Indemnification Threshold; provided, however, that the limitations in this Section 8.5(b) shall not apply to any indemnification obligations arising from the representations and warranties set forth in Section 2.1(b4.1 (Corporate Organization) and Section 4.2 (Authorization). (c) Notwithstanding any other provisions With respect to the indemnification obligations of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii8.1(a) (other than the Seller Material Representations), including the Seller shall not be obligated to indemnify Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a), for any Losses for which Seller would be obligated to indemnify the Purchaser Indemnified Parties or any of their respective affiliates, successors or assigns under Section 8.1(a) in connection the failure excess of an aggregate amount equal to pay the Purchase Price when due hereunder$6,500,000. (d) The amount of any Losses losses for which an Indemnified Party claims indemnification is provided under this Agreement shall Section 8.1(a) and Section 8.2(a) be reduced by: by (i) any insurance proceeds actually received tax savings realized by the Indemnified such Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification insurance proceeds or other cash receipts or sources of reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to as an offset against such Losses (loss, net of any costs attributable thereto)reasonable expenses incurred in recovering such monies from the insurance carrier. (e) Each The rights to indemnity contained in this Article VIII shall be the sole remedies of the Parties acknowledges and agrees that hereto for monetary damages following the Seller Licenses and Closing for breach of a representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the transactions contemplated by subject matter of this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event Agreement; provided, however, that this Agreement has provision shall not been performed in accordance with its terms, and therefore agrees that, in addition apply to all other remedies available at law breaches resulting from actual fraud or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement willful misconduct by the other (as applicable)breaching Party, and with respect to specifically enforce Excluded Assets or the terms and provisions of this Agreement Excluded Liabilities or with respect to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementSection 2.20 hereof.

Limitations. Claims pursuant to Clause 12.2 (such claims together with any claims pursuant to Clause 12.2.2 the "Tax Indemnification Claims") with respect to an Indemnifiable Tax shall be excluded if and to the extent (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach aggregate amount of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement all Indemnifiable Taxes does not exceed the Purchase Price aggregate amount of all tax accruals (or portion thereofSteuerrückstellung) actually received by and tax liabilities (Steuerverbindlichkeit) in the Seller pursuant to this Agreement.Consolidated Financial Statements; (b) In no event shall an amount in respect of the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to Indemnifiable Tax has been actually paid by or limit T-Mobile Parties’ liability, or the Seller’s remedies, is recoverable (but insofar not with respect to wage Taxes and VAT) from, a third party (other than (i) under the payment warranty and indemnity insurance of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of purchaser relating to this Agreement, in no event shall or (ii) any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory Group Companies or the Purchaser, but including and not limited to the Sellers or any of recoverythe Seller's Affiliates), provided that this Section 8.3(c) in which case the relevant Tax Indemnification Claim shall not apply to be reduced by such amount received by the Group Company net of any damages awarded to a third party pursuant to a final, non-appealable order; provided that, Taxes thereon (for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable as a general principle to the extent a Seller pursuant pays an Indemnifiable Tax amount to Section 2.1(b)(ii), including in connection the failure Purchaser or at the Purchaser's request to a Group Company and the respective amount is subsequently reimbursed by a third party to the Purchaser or the Group Company then the Purchaser shall re-pay the Purchase Price when due hereunder.amount received net of any Taxes to the Sellers); (c) the Indemnifiable Tax can be off-set against Tax loss carry forwards or tax loss carry backs (other than Tax losses realized in periods after the Effective Date) that are available (including, and as adjusted, as a result of subsequent Tax audits) in the periods to which such Taxes are allocable; (d) The amount the Indemnifiable Tax results from any change in the accounting or taxation policies, practices or filings of any Losses of the Group Companies for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received period, or a portion thereof, ending on or before the Closing Date and introduced by the Indemnified Party with respect to Purchaser, any Purchaser's Affiliate or per the Purchaser's request by any Group Company, unless such Losses (net of any increases in premiums change is required by law or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received requested by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto).a Tax Authority; (e) Each the Indemnifiable Tax results from any reorganization measures pursuant to the German Reorganization Tax Act (Umwandlungssteuergesetz) or similar provisions of foreign Tax law initiated after the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have Closing Date with an adequate remedy at law for money damages effective date (steuerlicher Umwandlungsstichtag) falling in the event that this Agreement has period on or prior to the Effective Date; (f) such Indemnifiable Tax had not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches become payable but for a breach of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the PartiesPurchaser's procedural obligations set forth in Clause 12.4; (g) the Purchaser, and each any 'Purchaser's Affiliate or any Group Company is entitled to any cash-effective Tax benefits arising after the Effective Date for periods within the first 3 years after the Effective Date (including, without limitation, benefits arising from the lengthening of any amortization or depreciation periods, higher depreciation allowances, a step up in the Tax basis of assets, expenses becoming Tax deductible following the non-recognition of liabilities or provisions (Phasenverschiebung)) as a result of an adjustment or payment giving raise to the Indemnifiable Taxes (herein collectively: "Tax Benefits") whereby the amount of Indemnifiable Tax shall be reduced by the net present value of any such Tax Benefit; it being understood that the net present value shall be calculated as of the Parties expressly reserve any and all rights and remedies available to them at law or day of the Indemnifiable Tax becoming due by discounting the Tax Benefit by 3% p.a. over the time period in equity in which the event of any breach or default by the other Parties under this AgreementTax Benefit becomes cash-effective.

Limitations. (a) In no event Any indemnification for Losses by Parent or the Surviving Corporation pursuant to Section 9.2(a) or Section 10.1(a) shall first be required to be recovered by a reduction in amounts owed under the Seller have liability under Section 8.2(a)(i) Promissory Note. If and to the extent a breach of a representation or warranty results from, relates that it is not possible to or arises out of satisfy any Losses by reducing the T-Mobile Parties’ breach of amounts owed under the Existing Lease Promissory Note at any time for any reason and the Equityholders Representative has not satisfied such Losses by paying to Parent or the use or operation Surviving Corporation funds in the amount of the Seller Licenses such Losses that were withheld by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise it from Equityholders pursuant to this Agreement exceed Section 12.1(b), then the Purchase Price (or portion thereof) actually received by Stockholder Parties shall indemnify, defend and hold harmless Parent and the Seller pursuant to this AgreementSurviving Corporation for such Losses severally based on their respective Indemnity Pro Rata Shares. (b) In no event No claims shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, be made by Parent or the Seller’s remediesSurviving Corporation for indemnification pursuant to Section 9.2(a)(i) unless and until the aggregate amount of Losses (other than Losses incurred as a result of inaccuracies or breaches of the Company Fundamental Representations) for which Parent and the Surviving Corporation are entitled to seek to be indemnified pursuant to Section 9.2(a)(i) exceeds $3,500,000, with respect at which time Parent and the Surviving Corporation shall be entitled to indemnification for the amount in excess of such amount, subject to the payment of the Purchase Price, including the remedies of the Seller other limitations set forth in Section 2.1(b)this ARTICLE IX. (c) Notwithstanding any other provisions of this AgreementFrom and after the time that the claims made by Parent and the Surviving Corporation for indemnification exceed $3,500,000, in no event shall any Party claims for indemnification may be liable for any Losses that are lost profits, consequential, exemplary, special, incidental made by Parent or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller Surviving Corporation pursuant to Section 2.1(b)(ii), including 9.2(a)(i) for any individual item or series of related items where the Losses (other than Losses incurred as a result of inaccuracies or breaches of the Company Fundamental Representations) with respect to such item or series of related items (in connection the failure to pay the Purchase Price when due hereunderaggregate ) are less than $50,000. (d) The Notwithstanding anything to the contrary in this Agreement, the aggregate amount of any and all payments required to be made by all Equityholders pursuant to this ARTICLE IX (other than any amounts owed as a result of a breach of Section 10.5(b)) and ARTICLE X, by means of a reduction of the principal amount of the Promissory Note in accordance with this Agreement or otherwise, shall not exceed Forty Five Million Dollars ($45,000,000), and Parent and the Surviving Corporation shall not be entitled to any indemnification under this ARTICLE IX and ARTICLE X in excess of such amount. (e) All indemnification payments made pursuant to this ARTICLE IX shall be made on an after-tax basis. Accordingly, in determining the Losses incurred or suffered by an Indemnified Party hereunder, the amount of such Losses shall be (i) increased to take into account any additional Tax cost incurred by such Indemnified Party arising from the receipt of applicable indemnification payments hereunder and (ii) decreased to take into account any deduction, credit or other Tax benefit actually realized by such Indemnified Party with respect to the receipt of applicable indemnification payments hereunder. 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 applicable indemnification payments hereunder or the incurrence or payment relating to any Losses; provided that, if any such Tax cost or Tax benefit is not realized in the taxable period during which the Indemnifying Party makes an indemnification payment or the Indemnified Party incurs any Losses, the Parties shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax costs or Tax benefits realized by the Parties in each such subsequent taxable period. (f) Any Indemnified Party that becomes aware of any Losses for which an Indemnified Party claims it seeks indemnification under this Agreement ARTICLE IX shall be reduced by: required to use commercially reasonable efforts to mitigate such Losses, including seeking all available insurance; provided that the Indemnified Party shall not be required to initiate litigation against any then-current customer, supplier, vendor or other Person (iin each case, other than an insurance provider) having a business relationship with such Indemnified Party or any of its Affiliates. (g) The Losses suffered by any Indemnified Party shall be calculated after giving effect to any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received recovered by the Indemnified Party from third parties (other than insurers) with respect to such Losses (insurance providers under available insurance policies, net of (i) all out-of-pocket costs and expenses relating to collection from such insurers, (ii) any costs attributable thereto)deductibles associates therewith and (iii) any increase in premiums resulting therefrom. (eh) Each Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by more than one provision of this Agreement are unique and each in respect of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsany fact, and therefore agrees thatevent, in addition to all other remedies available at law condition or in equitycircumstance, the other no Indemnified Party shall be entitled to an injunction recover the amount of any Losses suffered by such Indemnified Party more than once, regardless of whether such Losses may be as a result of a breach of more than one representation, warranty or injunctions covenant. Without limiting the generality of the foregoing, no Indemnified Party shall be able to prevent or restrain breaches or threatened breaches of recover any Loss for which it is otherwise entitled to indemnification under this Agreement by if such Loss has already been taken into account in determining the other Closing Net Working Capital pursuant to Section 2.6. (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance i) Except for claims for injunctive and other equitable relief on relief, the basis that sole and exclusive remedy of any other Indemnified Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for money damages for any reason at law matters relating to this Agreement or in equity (subject to such Party’s the consummation of the transactions contemplated hereby shall be the rights to defend such matter on indemnification set forth in this ARTICLE IX. No officer, director, manager, employee, Affiliate, advisor or other representative of the Company or any of its merits). Any Party seeking an injunction Subsidiaries shall have any Liability under or injunctions with respect to prevent breaches of this Agreement and solely in their capacity as such. (j) No party shall be entitled to enforce specifically be indemnified hereunder with respect to any Losses that are in the terms and provisions nature of exemplary or punitive damages (except to the extent such damages are awarded in a Third-Party Claim). (k) The limitations on indemnification contained in this Agreement Section 9.3 shall not be required to provide any bond apply in the case of fraud or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any willful misconduct of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementIndemnifying Party.

Limitations. (a) In no event shall Notwithstanding anything to the Seller have liability contrary herein, (i) neither Party will use the Licensed Marks for a given Covered Stablecoin until ninety (90) days prior to the anticipated Launch Date (as defined in the Collaboration Agreement) for such Covered Stablecoin as contemplated under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out 6 of the T-Mobile Parties’ breach Collaboration Agreement, and (ii) Circle may be the issuer of only one United States Dollar denominated Stablecoin, which Stablecoin shall at all times be marketed using the Existing Lease USDC Mark and, for the sake of clarity, Circle shall not at any time following the Effective Date issue a United States Dollar denominated Stablecoin branded with any name, logo or other identifier other than the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementUSDC Mark. (b) In no event Notwithstanding anything to the contrary herein, clause (ii) of Section 2.3(a) shall cease to be in effect if, in any twelve (12) month period after the T-Mobile Parties’ aggregate liability under this Article 8 exceed Effective Date, Coinbase, together with its Affiliates measured on a consolidated basis, receives gross revenue with respect to any single United States Dollar denominated Stablecoin other than USDC from the Purchase Price; issuance, partnership or other arrangement (which, for the sake of clarity, shall not include the listing of a Stablecoin or making a Stablecoin available on Coinbase products) with the issuer of such Stablecoin (including interest on the reserves or other issuer fees, but for the sake of clarity, excluding revenue related to other services provided by Coinbase and its Affiliates such as exchange services) that in no event shall the foregoing limitation of liability apply is equal to or limit T-Mobile Parties’ liability, greater than (i) [*] of the Royalty paid or the Seller’s remedies, accrued hereunder with respect to the payment USDC Mark if the market capitalization of USDC is greater than [*] or (ii) [*] of the Purchase Price, including Royalty paid or accrued hereunder with respect to the remedies USDC Mark if the market capitalization of the Seller set forth in Section 2.1(b)USDC is less than or equal to [*]. (c) Notwithstanding any other provisions In the event that clause (ii) of this Agreement, Section 2.3(a) ceases to be in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller effect pursuant to Section 2.1(b)(ii2.3(b), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and Circle agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each Stablecoin branded as USDC as of the Seller Effective Date shall continue to be branded as USDC and Circle must maintain compliance with all relevant financial regulatory and consumer protection requirements applicable to USDC and shall not take any actions designed to diminish the T-Mobile Parties would not have an adequate remedy at law for money damages in ongoing operability of USDC or otherwise undermine the event that this Agreement has not been performed in accordance with its terms, safety and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations soundness of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementreserves backing USDC.

Limitations. The rights to indemnification in this Article 9 shall be subject to the following limitations: (a1) In no event Any claim for indemnification under this Article 9 shall the Seller have liability be made by giving notice under Section 8.2(a)(i9.3 to the party or parties against whom indemnification is sought. Any such notice must be given on or before May 1, 2001, except for any claims for indemnification arising out of a misrepresentation or breach of the representations and warranties in Sections 3.11 or 3.22 which may be given at any time up to and including the third anniversary of the Closing Date. Any claim for indemnification given after such dates will have no effect. (2) Except for claims for non-payment of the Purchase Price Adjustment (if due to Purchaser) and for payments or damages related to any of the Excluded Liabilities, Seller and Parent shall not be required to indemnify Purchasers under Section 9.1 until the Purchaser Losses, individually or in the aggregate, as to which Purchasers would otherwise be entitled to indemnification exceed $75,000 (the "Deductible"), at which point Seller and Parent shall be jointly and severally liable to reimburse Purchasers for all Purchaser Losses that may arise in excess of the Deductible. Neither the Deductible nor any part of this Section 9 shall apply to any Purchaser Losses arising out of Seller's or Parent's breach of Section 2.3, 2.6 or 2.7 to the extent a breach of a representation or warranty results from, relates to or arises out Purchaser has already received payment therefor. (3) The aggregate amount of the T-Mobile Parties’ breach of Purchaser Losses for which Seller and Parent, in the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event aggregate, shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant be liable with respect to this Agreement exceed and the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event Related Document shall the T-Mobile Parties’ aggregate liability under this Article 8 not exceed the Purchase Price; . (4) Except for any injunctive relief to which a party may be entitled, the indemnification remedy provided that in no event this Article 9 shall constitute the foregoing limitation sole remedy of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, any party hereto with respect to this Agreement and the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)Related Documents. (c5) Notwithstanding Seller and Parent agree that, in addition to any other provisions of this Agreementrights or remedies available to Purchaser, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of Purchaser may make a claim against the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party Escrow Account pursuant to a finalthe Escrow Agreement to satisfy, non-appealable order; provided thatamong other obligations of Seller and Parent, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 of the Indemnified Party with respect to such Losses (net obligations of any increases in premiums or other costs attributable thereto); Seller and Parent under Section 9.1 of this Agreement and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party amount due from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any the final determination of the PartiesClosing Tangible Net Worth, and each of the Parties expressly reserve any and all rights and remedies available to them at law Receivables Deficiency or in equity in the event of any breach or default by the other Parties under this AgreementWarranty Deficiency.

Limitations. Notwithstanding the foregoing, (ai) In no event the indemnification in Sections 14 and 15, as the case may be, shall be the Seller have liability exclusive remedy of the Stockholders, IMAKE Consulting and of 24/7 and its affiliates with respect to claims for Losses; (ii) the indemnification provided for in Section 14(i) above shall not be required unless and until, at the time of any such determination, the total amount of Losses otherwise subject to indemnification under Section 8.2(a)(i14 exceeds $500,000, in which event the indemnified party or parties will be entitled to indemnification for the amount of their Losses arising under Section 14(i) to the extent a breach in excess of a representation or warranty results fromsuch amount; provided, relates to or arises however, that all Losses arising out of or in connection with any Stockholder Breach may be asserted without regard to, and shall not be applied towards, such amount; (iii) the T-Mobile Parties’ breach total amount of the Existing Lease or the use or operation of the Seller Licenses indemnification provided by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise Stockholders pursuant to this Agreement exceed the Purchase Price (or portion thereofSection 14(i) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall exceed an amount equal to 75% of the foregoing limitation number of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect shares of 24/7 Common Stock actually deliverable to the payment Stockholders, multiplied by the average of the Purchase Price, including the remedies closing prices per share of the Seller 24/7 Common Stock on the five trading days from the Effective Date; (iv) neither any Stockholder of the Company, on the one hand, nor 24/7 or any of its affiliates, on the other, shall be entitled to indemnification for Losses arising out of matters referred to in Section 14(i) or 15(i), as applicable, unless it shall have given written notice to the indemnifying party, setting forth its claim for indemnification in reasonable detail, within the period from the Closing Date until the applicable period of survival as set forth in Section 2.1(b).16(a) hereof; (cv) Notwithstanding an indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any other legal proceeding has been instituted or any claim has been asserted in respect of which indemnification may be sought under the provisions of this AgreementSections 14 or 15. If the indemnifying party, within 30 days after the indemnified party has given such notice (or within such shorter period of time as an answer or other responsive motion may be required), shall have acknowledged in no event writing his or its obligation to indemnify, then the indemnifying party shall any Party be liable for any Losses that are lost profitshave the right to control the defense of such claim or proceeding, consequential, exemplary, special, incidental and the indemnifying party shall not settle or punitive damages, compromise such claim or otherwise not constituting actual direct Losses, regardless proceeding without the written consent of the theory indemnified party. The indemnified party may in any event participate in any such defense with his or its own counsel and at his or its own expense; and (vi) the indemnified party shall be kept fully informed by the indemnifying party of recoverysuch action, provided that this Section 8.3(c) shall suit or proceeding at all stages thereof, whether or not apply to any damages awarded to a third he or it is represented by counsel. The indemnifying party pursuant to a finalshall, non-appealable order; provided thatat the indemnifying party's expense, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable make available to the Seller pursuant indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to Section 2.1(b)(ii)such action, including suit or proceeding, and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in connection order to ensure the failure to pay the Purchase Price when due hereunder. (d) The amount proper and adequate defense 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 (net of any increases in premiums action, suit or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)proceeding. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In No Issuing Bank shall issue, amend or extend, at any time, any Letter of Credit: (i) if, after giving effect to the Letter of Credit or amendment or extension thereof requested hereunder, the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank shall exceed any limit imposed by Applicable Law upon such Issuing Bank or any Lender; (ii) if, after giving effect to the Letter of Credit or amendment or extension thereof requested hereunder, (w) the Borrowing Base Availability would be less than zero, (x) the Letter of Credit Obligations in respect of Letters of Credit issued by such Issuing Bank would exceed such Issuing Bank’s L/C Limit, (y) the sum of (A) the aggregate principal amount of all outstanding Loans plus (B) the Letter of Credit Obligations exceeds the Aggregate Commitment or (z) such Issuing Bank’s Exposure would exceed its Commitment; (iii) if such Issuing Bank receives written notice from the Administrative Agent no later than one (1) Business Day prior to the proposed Issuance Date of such Letter of Credit that the conditions precedent contained in Section 5.1 or 5.2, as applicable, would not on such Issuance Date be satisfied unless such conditions are thereafter satisfied and written notice of such satisfaction is given to such Issuing Bank by the Administrative Agent; (iv) that is in a currency other than United States dollars; (v) subject to Section 4.4(d), if the expiry date of such requested Letter of Credit would occur after the first anniversary of the date of issuance thereof, unless agreed by the applicable Issuing Bank; (vi) if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Administrative Agent and the applicable Issuing Bank approve; provided that (x) on or prior to the Letter of Credit Expiration Date, the Borrower shall Cash Collateralize such Letter of Credit and (y) in no event shall any Letter of Credit issued under this Agreement have an expiry date that occurs after the Seller have liability under Section 8.2(a)(ifirst anniversary of the Letter of Credit Expiration Date; (A) [reserved]; or (viii) if any Lender is a Defaulting Lender and after giving effect to the extent a breach issuance of a representation such Letters of Credit or warranty results fromamendment or extension thereof, relates to or arises out the sum of Exposures of the TNon-Mobile PartiesDefaulting Lenders would exceed the Non-Defaulting Lenders’ breach ratable portion of the Existing Lease or the use or operation of the Seller Licenses Aggregate Commitment, unless such excess amount is Cash Collateralized by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementBorrower in accordance with Section 4.10. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) An Issuing Bank shall not apply be under any obligation to issue any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance Letter of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder.Credit if: (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 order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the Indemnified Party issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Losses Letter of Credit any restriction, reserve or capital requirement (net of for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any increases unreimbursed loss, cost or expense that was not applicable on the Closing Date and that such Issuing Bank in premiums or other costs attributable thereto)good ▇▇▇▇▇ ▇▇▇▇▇ material to it; and or (ii) any indemnification the issuance of such Letter of Credit would violate one or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect more policies of such Issuing Bank applicable to such Losses (net letters of any costs attributable thereto)credit generally. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates Except for any Losses related to or arises out arising from breaches of any representations or warranties regarding accounts receivable or taxes, ABB's covenant regarding product liability claims coverage contained in the T-Mobile Parties’ breach Amended and Restated Stock Purchase Agreement by and among Asea ▇▇▇▇▇ Boveri AB, a Swedish company and Gigantissimo 2131 AB under change of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant name to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityFlow International FPS AB, or the Seller’s remedies, a Swedish company with respect to the payment issued and outstanding stock of ABB Pressure Systems AB, a Swedish company with the registration number 556064-1770, (the "PRESSURE SYSTEMS STOCK PURCHASE AGREEMENT"), and any Losses with respect to any Flakt Contact Claims, as defined in the Pressure Systems Stock Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event none of which shall be subject to any Party Threshold Amount, the indemnified party shall be liable entitled to indemnification only if the total aggregate Losses under the Transaction Agreements exceed Two Hundred Fifteen Thousand US Dollars (US$215,000) (the "THRESHOLD AMOUNT"). Once the Threshold Amount has been exceeded, the indemnified party shall be entitled to indemnification for all amounts above the Threshold Amount. Except for any Losses that are lost profitsrelated to or arising from breaches of any representations or warranties regarding accounts receivable or taxes, consequentialABB's covenant regarding product liability claims coverage contained in the Pressure Systems Stock Purchase Agreement, exemplaryand any Losses with respect to any Flakt Contract Claims, specialnone of which shall be subject to any limitation of liability, incidental or punitive damages, or otherwise the total aggregate amount which the indemnified parties under the Transactions Agreements shall be entitled to be indemnified under the Transactions Agreement will not constituting actual direct Losses, regardless exceed the thirty percent (30%) of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party aggregate purchase price pursuant to a final, non-appealable order; provided that, the Transaction Agreements. The sole remedy of Buyer and ABB for the avoidance breaches of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed claims made in accordance with its terms, and therefore agrees that, in addition subject to all other remedies available at law or in equitythe limitations of this Article IV. This Agreement, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Pressure Systems Stock Purchase Agreement and the Asset Purchase Agreement by and among an ABB entity or entities which own the other (as applicable), intellectual property rights used in ABB Pressure Systems AB's business and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed entity to be designated or construed as a waiver or election of remedies formed by any of Flow International Corporation together are the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement"TRANSACTION AGREEMENTS".

Limitations. (a) In no event shall Except as otherwise specifically provided for herein, the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out rights and remedies of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability parties under this Article 8 or otherwise pursuant to this Agreement exceed Section shall be the Purchase Price (or portion thereof) actually received by the Seller pursuant to sole and exclusive remedy for breaches of this Agreement. (b) In no event The Seller shall the T-Mobile Parties’ not be liable for breaches of its representations, warranties and covenants contained in this Agreement pursuant to Section 9.2 until Buyer has suffered aggregate liability under this Article 8 exceed the Purchase Price; provided that losses in no event shall the foregoing limitation excess of liability apply to or limit T-Mobile Parties’ liability$250,000, or the Seller’s remediesafter which point, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth shall only be obligated to indemnify the Buyer against further losses in Section 2.1(b)excess of such amount. (c) Notwithstanding Except as set forth in the immediately succeeding sentence, the aggregate liability of the Seller for all claims arising from breaches of Seller's representations, warranties and covenants contained in this Agreement pursuant to Section 9.2 shall not exceed $5,000,000 (it being understood (i) that, except with regard to FRT Claims payments, all payments made by Seller's products liability policies covering any other provisions period prior to the Closing Date shall be deemed a payment by the Seller for purposes of this Agreementlimitation and (ii) that once the aforesaid $5,000,000 has been exhausted, Buyer and/or the Company shall not be precluded from pursuing amounts in no event shall any Party be liable for any Losses that are lost profitsexcess of $5,000,000 from insurers with regard to policies applicable to the Company, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless to the extent available). The limitation of liability set forth in the theory of recovery, provided that this Section 8.3(c) immediately preceding sentence shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance breach of doubt, this representations and warranties contained in Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs 3.1 or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder3.2. (d) The amount In no event shall Seller be liable pursuant to Section 9.2 for any losses or damages that are consequential, in the nature of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by lost profits, diminution in value, damage to reputation or the Indemnified Party with respect to such Losses (net of any increases in premiums like, special or other costs attributable thereto); and (ii) any indemnification punitive or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)otherwise not actual losses or damages. (e) Each The amount of losses or damages for which indemnification is sought under Section 9.2 shall be reduced by any recoveries which the indemnified party actually receives or gets the benefit of by virtue of a payment directly to a claimant under insurance policies or actually received payments from third parties or any tax benefits actually received, but the foregoing shall not preclude a valid indemnification obligation arising pending an insurance determination. To the extent Seller makes an indemnity payment, Seller will be subrogated to Buyer's rights under insurance policies and against third parties related to such payment, and Buyer will reasonably cooperate in efforts to facilitate collections by Seller. (f) With respect to the Seller's indemnity in Section 9.2(c) for any product liability claim against the Company for any products sold by the Company or its predecessors prior to the Closing Date other than FRT claims referenced in Section 9.5(a) (an "Indemnified Product Liability Claim") the following further limitations shall apply: (i) The Buyer and the Company shall defend, indemnify and hold harmless the Seller, its affiliates and their insurers (including insurers of the Parties acknowledges and agrees that Company under policies maintained by the Seller Licenses or its affiliates) against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) arising out of or related to any third-party bodily injury or property damage caused by any product sold by the Company after the Closing Date. (ii) The Buyer and the transactions contemplated by this Agreement are unique Company shall defend, indemnify and each hold harmless the Seller, its affiliates and their insurers (including insurers of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement Company under policies maintained by the other (as applicableSeller or its affiliates), and to specifically enforce the terms Seller shall defend, indemnify and provisions of this Agreement to prevent breaches hold harmless the Buyer, the Company, and their insurers, against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened breaches ofactions) arising out of or related to any third-party bodily injury or property damage caused by any product sold by the Company or its predecessors prior to the Closing Date based upon the percentage each party bears of the Exposure Period, as hereafter defined. "Exposure Period" shall mean (i) for claims for third-party property damage relating to release or to enforce compliance withdischarge of hazardous substances, the covenants and obligations period from the date of installation of the other (as applicable). Each Party agrees that it will not oppose product through the granting of an injunction, specific performance and other equitable relief on date the basis that any other Party has an adequate remedy at law or that any award of specific performance Company is not an appropriate remedy for any reason at law or notified in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any writing of the Partiesclaim of such third party, and each (ii) for claims for third-party injury relating to exposure to hazardous substances, including bodily injury, the period from the date of first exposure through the date the Company is notified in writing of the Parties expressly reserve any claim of such third party and all rights and remedies available to them at law (iii) for other third-party property damage or in equity in injury claims, the event occurrence date of any breach such damage or default by the other Parties under this Agreementinjury.

Limitations. (a) In no event Neither party shall the Seller have liability under Section 8.2(a)(i) be required to the extent a breach of a representation indemnify or warranty results from, relates otherwise be liable to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability any Person with respect to any claim under this Article 8 10 unless notice of the claim is given (i) with respect to any claim relating to title to the Assets, Taxes, obligations or otherwise pursuant liabilities of Seller arising prior to this Agreement exceed the Purchase Price Closing under any state escheat laws, or any breach by Seller of its representation in the first sentence of Section 4.2, on or before the date that is sixty days after the expiration of the applicable statute of limitations (or portion including all extensions thereof) actually received by and (ii) in the Seller pursuant to this Agreementcase of any other claim, within eighteen months after the Closing Date. (b) In no event Seller shall the T-Mobile Parties’ aggregate liability not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 8 10 unless the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such breaches exceed in the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)aggregate $200,000. (c) Notwithstanding Buyer shall not be required to indemnify or otherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 unless the Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches exceed in the aggregate $200,000. (d) Seller shall not be required to indemnify or otherwise be liable to any Buyer Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or incurred by all Buyer Indemnified Parties arising from all such breaches (other than Losses for which the Buyer Indemnified Parties are not entitled to indemnification pursuant to the other provisions of this Agreement, Section 10.5) exceed in no event the aggregate $4,000,000. (e) Buyer shall any Party not be required to indemnify or otherwise be liable to any Seller Indemnified Parties with respect to any claim under this Article 10 to the extent that the Losses suffered or incurred by all Seller Indemnified Parties arising from all such breaches (other than Losses for which the Seller Indemnified Parties are not entitled to indemnification pursuant to the other provisions of this Section 10.5) exceed in the aggregate $4,000,000. (f) The foregoing limitations in this Section 10.5 shall not limit (i) the right of any Losses that are lost profitsBuyer Indemnified Party to indemnification with respect to any claim covered by Section 10.2(d) or, consequentialexcept as expressly provided in Section 10.5(a), exemplaryany claim relating to title to the Assets, specialTaxes, incidental obligations or punitive damagesliabilities of Seller arising prior to the Closing under any state escheat laws, or otherwise not constituting actual direct Lossesany breach by Seller of its representation in the first sentence of Section 4.2, regardless (ii) the right of any Seller Indemnified Party to indemnification with respect to any claim covered by Section 10.3(d), or (iii) the theory right of recoveryany Person to be indemnified for Losses resulting from either party’s fraud. The limitations in Section 10.5(b), provided that this Section 8.3(c10.5(c), Section 10.5(d), and Section 10.5(e) shall not apply to the enforcement of any damages awarded covenant of either party to a third make any payment to the other party pursuant to a finalany provision of this Agreement (excluding this Article 10), non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) and payments made or required to be made pursuant to such provisions shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to be considered Losses for purposes of Section 2.1(b)(ii10.5(b), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums Section 10.5(c), Section 10.5(d), or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable theretoSection 10.5(e). (eg) Each of the Parties acknowledges Buyer and agrees Seller acknowledge and agree that the Seller Licenses and the transactions contemplated any indemnification claims made by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees thatBuyer under Section 10.2(d), in addition to all other remedies available at law or the Purchase Price reduction set forth in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicableSection 2.5(d), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofshall expressly exclude any special, incidental, or to enforce compliance with, the covenants and obligations of the other consequential damages (such as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed lost profits) as a waiver or election result of remedies by Buyer’s failure to assign any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementRetained Lease.

Limitations. No Issuing Bank shall issue, renew, amend or extend, at any time, any Letter of Credit: (ai) In no event shall the Seller have liability under Section 8.2(a)(i) if, after giving effect to the extent a breach Letter of a representation Credit or warranty results fromamendment or extension thereof requested hereunder, relates the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank shall exceed any limit imposed by Applicable Law upon such Issuing Bank or any L/C Participant; (ii) if, after giving effect to the Letter of Credit or arises out amendment or extension thereof requested hereunder, the sum of (A) the T-Mobile Parties’ breach aggregate principal amount of all outstanding Revolving Credit Loans (including Revolving Credit Ratable Loans, Competitive Bid Loans and Swing Line Advances) plus (B) the Existing Lease Letter of Credit Obligations exceeds the Aggregate Revolving Credit Commitment; (iii) if such Issuing Bank receives written notice from the Administrative Agent on the proposed Issuance Date of such Letter of Credit that the conditions precedent contained in Sections 5.1 or the use or operation 5.2, as applicable, would not on such Issuance Date be satisfied unless such conditions are thereafter satisfied and written notice of the Seller Licenses such satisfaction is given to such Issuing Bank by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.Administrative Agent; (biv) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that is in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b).a currency other than United States dollars; (cv) Notwithstanding any other provisions if, subject to Section 4.4(e), the expiry date of this Agreementsuch requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last renewal, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of unless the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable orderRequired Lenders have approved such expiry date; provided that, for subject to clauses (vi) and (vii) below, Alternative Letters of Credit with an aggregate face amount of up to 50% of the avoidance Aggregate L/C Limit may have expiry dates up to 24 months after the date of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs issuance or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder.last renewal; (dvi) The amount if the expiry date of any Losses for which an Indemnified Party claims indemnification under this Agreement such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the Administrative Agent and the applicable Issuing Bank approve and the Borrower shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to have Cash Collateralized such Losses (net Letter of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto).Credit; (evii) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages (A) if, in the event that this Agreement any Revolving Credit Facility Termination Date has not been performed extended pursuant to Section 2.17, the undrawn face amount of all Letters of Credit outstanding at the time of such issuance, renewal, amendment or extension (other than Letters of Credit that have already been or will concurrently be Cash Collateralized in accordance with its termsthis clause (vii)) would, at any time prior to the expiry date of all such Letters of Credit, exceed the Aggregate Revolving Credit Commitment at any time prior to such expiry (after giving effect to the expiration of the Revolving Credit Commitments of Revolving Credit Declining Lenders and therefore agrees thatany Revolving Credit Facility Termination Date of any Series scheduled to occur prior to such expiry), unless the Administrative Agent and the applicable Issuing Bank approve and the Borrower shall have Cash Collateralized such amount of Letters of Credit such that the excess condition referred to in this clause (vii)(A) does not exist and (B) if, in addition the event that any Revolving Credit Facility Termination Date has been extended pursuant to all other remedies available at law or in equitySection 2.17, the undrawn face amount of all Letters of Credit outstanding at the time of such issuance, renewal, amendment or extension (other Party shall than Letters of Credit that have already been or will concurrently be entitled Cash Collateralized in accordance with this clause (vii)) would, at any time prior to an injunction or injunctions the expiry date of all such Letters of Credit, exceed the Aggregate L/C Limit at any time prior to prevent or restrain breaches or threatened breaches such expiry (after giving effect to the expiration of this Agreement by the other (as applicableRevolving Credit Commitments of Revolving Credit Declining Lenders and any Revolving Credit Facility Termination Date of any Series scheduled to occur prior to such expiry), unless the Administrative Agent and the applicable Issuing Bank approve and the Borrower shall have Cash Collateralized such amount of Letters of Credit such that the excess condition referred to specifically enforce the terms and provisions of in this Agreement to prevent breaches or threatened breaches ofclause (vii)(B) does not exist; provided, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees however that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement no Issuing Bank shall not be required to provide issue, renew, extend or amend any bond Letter of Credit if any Revolving Credit Facility Termination Date has been extended pursuant to Section 2.17 and the undrawn face amount of all Letters of Credit issued by such Issuing Bank and outstanding at the time of such issuance, renewal, amendment or extension (other security than Letters of Credit that have already been or will concurrently be Cash Collateralized in connection accordance with this clause (vii)) would, at any time prior to the expiry date of all such order Letters of Credit issued by such Issuing Bank, exceed such Issuing Bank’s L/C Limit at any time prior to such expiry; or (viii) if any Lender is a Defaulting Lender and after giving effect to the issuance of such Letters of Credit or injunction. The foregoing shall not be deemed to be amendment or construed as a waiver or election extension thereof, the sum of remedies by any Total Revolving Credit Exposures of the Parties, and each Non-Defaulting Lenders would exceed the sum of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in Revolving Credit Commitments of the event of any breach or default Non-Defaulting Lenders, unless such excess amount is Cash Collateralized by the other Parties under this AgreementBorrower in accordance with Section 4.10.

Limitations. (a) In no event Sellers shall not have any obligation to indemnify the Seller have liability Buyer Indemnitees from and against any Damages under Section 8.2(a)(i8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price aggregated deductible (after which point Sellers will be obligated, severally, but not jointly, to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed ten percent (10%) of the Purchase Price except in the case of fraud or portion thereofintentional misrepresentation; provided, however, that the foregoing thresholds and limitations shall not apply to any indemnification provided by Sellers arising out of any Title Defects subject to Section 6.11(c) actually received by or Section 6.2(b) or the Seller pursuant to this Agreementrepresentations and warranties in Sections 3.1, 3.2, 3.9 and 3.13. (b) In no event Buyer shall not have any obligation to indemnify the T-Mobile Parties’ aggregate liability Seller Indemnitees from and against Damages under this Article 8 exceed Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price; provided that Price aggregated deductible (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in no event shall excess of the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment first one percent (1%) of the Purchase Price, including the remedies ) and such indemnification obligation shall not exceed ten percent (10%) of the Seller set forth Purchase Price except in Section 2.1(b)the case of fraud or intentional misrepresentation. (c) Notwithstanding The rights of the Indemnified Parties under this Article VIII 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, Sellers and their assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provisions provision of this Agreement, in no event nothing herein shall limit any claim of any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental remedies at law or punitive damages, in equity for fraud or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderintentional misrepresentations. (d) The amount of any Losses for which Damages recoverable by an Indemnified Party claims indemnification under this Agreement Article VIII shall be reduced by: (i) by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance proceeds actually carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Damages. (e) Each of Notwithstanding anything to the Parties acknowledges and agrees contrary contained in this Agreement, following a determination that the Seller Licenses and Indemnifying Party is obligated to indemnify the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition Indemnified Party pursuant to all other remedies available at law Sections 8.1(a) or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable8.2(a), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such the deductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to enforce specifically the terms term(s) “material” or “Material Adverse Effect” in each instance where the effect of including such term(s) would be to make such representation and provisions of this Agreement shall not warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be required to provide any bond or other security in connection with any expected to,” “could have” and similar restrictions and qualifiers) were deleted from such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, representations and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementwarranty).

Limitations. (a) In no No Escrow Shares shall be released to the Parent Indemnified Parties from the Indemnity Escrow Fund under the Indemnity Escrow Agreement until the aggregate amount of all Losses as to which claims have been asserted and determined pursuant to the terms hereof and the Indemnity Escrow Agreement to be indemnifiable (aggregating all of the claims against the Company Indemnifying Parties) exceeds $350,000 (the "Indemnification Floor"), in which case the Parent Indemnified Parties shall be entitled to be reimbursed from the Indemnity Escrow Fund for the full amount of such Losses in excess of the Indemnification Floor. Notwithstanding the foregoing, in the event shall that Parent or the Seller have liability under Section 8.2(a)(i) Company pays any Company Transaction Expenses for which a final invoice was not presented to Parent at the Closing, then to the extent a breach that Company Transaction Expenses exceed $4,000,000, the amount of a representation or warranty results from, relates to or arises such invoice shall constitute Losses for which the Parent Indemnified Parties shall be reimbursed out of the TIndemnity Escrow Fund from the first dollar without regard to the Indemnification Floor; provided, however, the amount of such invoice shall not be included within Losses that are aggregated to determine if claims exceed the Indemnification Floor. Subject to and in accordance with the Indemnity Escrow Agreement, once the Indemnification Floor has been reached, the full amount of such Losses (aggregating all of the claims against the Company Indemnifying Parties) in excess of the Indemnification Floor shall be subject to indemnification and a number of Escrow Shares shall be released to Parent from the Indemnity Escrow Fund that have an aggregate value equal to the amount of all Losses in excess of the Indemnification Floor, computed, with respect to Losses attributable to each respective claim, on the basis of the last reported sale prices per share of Parent Common Stock on the Nasdaq National Market as reported in The Wall Street Journal for the 10 trading days ending on the date which is three business days immediately preceding and not including (i) that date on which such claim is made pursuant to the Indemnity Escrow Agreement, or (ii) if such claim is contested in accordance with the provisions of the Indemnity Escrow Agreement, the date on which such claim is finally resolved in accordance therewith. The amount of Losses shall be reduced by the amount of any insurance proceeds, if any (net of (i) any out-Mobile Parties’ of-pocket expenses, (ii) increases in premiums or (iii) any deductibles incurred in connection with collecting such insurance proceeds), that are actually received by Parent or the Company; provided, however, that neither Parent nor the Company shall have any obligation to maintain insurance or pursue claims and Parent's or the Company's failure to pursue claims or otherwise seek reimbursement shall not reduce the amount of Losses indemnifiable hereunder. (b) Except in the case of fraud, after the Closing, the indemnification provided in this Article IX shall be the exclusive remedy for Losses available to Parent, Sub and Parent Indemnified Parties for any breach of any representation, warranty, covenant or agreement contained in this Agreement, the Existing Lease Company Disclosure Schedule or the use any agreement attached as an exhibit hereto, or operation of the Seller Licenses by the T-Mobile Parties any certificate or their Affiliates thereunderschedule furnished or to be furnished to Parent or Sub pursuant hereto. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement of the Company Shareholders for any such breach exceed the Purchase Price (or portion thereof) actually received by total number of Escrow Shares in the Seller pursuant to this Agreement. (b) In no event Indemnity Escrow Fund. Any Escrow Shares that are disbursed from the Indemnity Escrow Fund in satisfaction of any claim shall be drawn pro rata from the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect Escrow Shares allocable to the payment of the Purchase Price, including the remedies of the Seller Company Shareholders in accordance with their respective interests therein as set forth in Section 2.1(b)Exhibit A to the Indemnity Escrow Agreement. (c) Notwithstanding any other provisions of Nothing in this Agreement, in no event Article IX shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless limit the liability of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for Company or the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event Parent and Sub for any willful breach of any breach representation, warranty, covenant or default by the other Parties under agreement contained in this AgreementAgreement if there is no Closing.

Limitations. (a) In no event shall The indemnification obligations of the Seller have liability Shareholders under Section 8.2(a)(i8.1 shall be limited as follows: (i) The Shareholders shall not be required to indemnify the extent a breach Buyer Indemnified Parties under Section 8.1(a) unless and until the amount of a representation or warranty results fromBuyer Losses for which the Buyer Indemnified Parties are otherwise entitled to indemnification hereunder exceeds One Hundred Fifty Thousand Dollars ($150,000) (the “Deductible”), relates at which point each Shareholder, jointly and severally, shall be liable to or arises out reimburse the Buyer Indemnified Parties for all Buyer Losses, subject to such Shareholder’s Allocable Portion of the T-Mobile Parties’ breach Cap, that may arise in excess of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunderDeductible. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant The Shareholders will not have any obligation to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, indemnify any Buyer Indemnified Party with respect to individual Buyer Losses of less than Ten Thousand Dollars ($10,000) each (or a series of related Buyer Losses of less than Ten Thousand Dollars ($10,000)) (the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b“Occurrence Threshold”). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) . The Deductible and Occurrence Threshold shall not apply to any damages awarded to a third party Indemnifiable Damages resulting from the fraudulent misrepresentation of the Company or the Shareholders or claims pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) Schedule 8.1. The Occurrence Threshold shall not limit the T-Mobile Parties’ obligations apply to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Indemnifiable Damages resulting from a breach of Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder.4.31 (Shareholder Matters) of this Agreement (dii) The amount of any Buyer Losses for which an Indemnified Party claims indemnification under this Agreement and 4.31 Losses shall be reduced by: by (ia) the aggregate amount of any insurance proceeds actually received recovered by the Buyer Indemnified Party with respect Parties and Buyer hereby agrees to file appropriate claims in a timely manner and to take all other commercially reasonable actions to recover such Losses proceeds and (net b) the amount of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments Tax benefits actually received realized by the Buyer Indemnified Party from third parties Parties attributed to the Buyer Losses or 4.31 Losses or derived therefrom in any period to and including the taxable year in which the Buyer Loss or 4.31 Loss was incurred. (other than insurersiii) The aggregate maximum liability of the Shareholders for Buyer Losses and 4.31 Losses in the aggregate shall not exceed the Aggregate Purchase Price less any income or capital gains Taxes paid by such Shareholders (in the aggregate) in connection with respect the Merger (the “Sellers’ Cap”) provided, that each Shareholder’s individual liability hereunder shall not exceed an amount equal to the Sellers’ Cap multiplied by such Losses Shareholder’s Pro-Rata Share (net such Shareholder’s “Allocable Portion of any costs attributable theretothe Cap”). (eiv) Each of the Parties acknowledges Prior to seeking recourse against any Shareholder individually for any Buyer Indemnifiable Damages and agrees provided that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Escrow Agreement has not been performed in accordance with its termsterminated, and therefore agrees thatthe Buyer Indemnified Parties agree to seek recovery for all Buyer Indemnifiable Damages up to the amount of the Escrow Amount solely from the Escrow. (v) Any Indemnifiable Damages paid by any Shareholder, in addition to all other remedies available at law excess of the Escrow Amount or in equityafter the termination of the Escrow, the other Party shall be entitled payable first, in cash, up to an injunction or injunctions amount of cash equal to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations portion of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject Aggregate Purchase Price paid to such Party’s rights to defend Shareholder in cash less (A) any income or capital gains Taxes paid by such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically Shareholder (in the terms and provisions of this Agreement shall not be required to provide any bond or other security aggregate) in connection with any the Merger and (B) such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any Shareholder’s Pro-Rata Share of the Parties, and each cash portion of the Parties expressly reserve any and all rights and remedies available Escrow Amount (but only to them the extent that such cash portion was previously applied to pay Indemnifiable Damages) and, then, at law or the Shareholder’s sole option, in equity cash and/or in Datalink Stock, which for purposes of this Section 8.5(b)(v) shall be valued at the event average of any breach or default the daily last reported closing prices for the Datalink Stock over a period of 20 consecutive Trading Days immediately prior to the date on which such Indemnifiable Damages are paid in Datalink Stock by the other Parties under this Agreementsuch Shareholder.

Limitations. (a) In no event The parties shall the Seller have liability under Section 8.2(a)(i) be subject to the extent a breach provisions of a representation or warranty results from, relates to or arises out Section 3.7 of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Letter Agreement. (b) In no event If, during the Exclusive Period, Forest or any of its Affiliates, licensees or sublicensees markets or sells any product (other than (1) Licensed Product, (2) SNRI product, which shall be subject to Section 3.7 of the T-Mobile Parties’ aggregate liability under Letter Agreement or (3) Forest Product, which shall be subject to Section 5.4(c)) for FMS in the Licensed Territory using any Information developed or generated in the course of performance of this Article 8 exceed the Purchase PriceAgreement or disclosed by Cypress to Forest pursuant to this Agreement, Forest will pay Cypress a royalty of [...***...] on net sales of such product; provided that in no event shall the foregoing limitation such amount may be reduced by written agreement of liability apply Cypress and Forest after good faith negotiations to account for any royalty payments that Forest or limit T-Mobile Parties’ liability, or the Seller’s remedies, its licensees must make to any Third Parties with respect to such product. Such royalty shall be payable for the Exclusive Period, but in any event, the payment term shall not be less than three years, and the provisions of Section 10 with respect to payment terms shall apply to such royalty payment. This Section 5.4(b) shall not restrict Forest from conducting clinical trials in FMS of any product being developed by Forest for neuropathic pain indications as of the Purchase PriceEffective Date, including without limitation, the remedies of compounds [...***...], if such clinical trials in FMS are required by the Seller set forth in FDA for the NDA submission for such product, and no royalty shall be payable pursuant to this Section 2.1(b5.4(b) with respect to such product (as long as it is not a Licensed Product). (c) Notwithstanding If, during the Exclusive Period, Forest or any other provisions of this Agreementits Affiliates, licensees or sub-licensees markets or sells any product containing the compound [...***...] ("Forest Product") for FMS in no event the Licensed Territory, Forest shall any Party be liable negotiate in good faith with Cypress and ▇▇▇▇▇▇ ▇▇▇▇▇ regarding compensation to Cypress for any Losses royalty payments and milestone payments with respect to Licensed Product that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification would have been made under this Agreement shall be reduced by: (i) any insurance proceeds actually received by during the Indemnified Party with respect to Exclusive Period had such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has Forest Product not been performed in accordance with its termsmarketed or sold during the Exclusive Period and compensation to ▇▇▇▇▇▇ ▇▇▇▇▇ for royalty payments, and, if applicable, [...***...] and therefore agrees that, in addition an amount equal to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.[...***...

Limitations. Subject to Section 8.2 hereof, the following provisions ----------- ----------- of this Section 7.5 shall be applicable after the time of the Closing: ----------- (a) In no event shall the Seller have liability under Section 8.2(a)(i) An Indemnifying Party will be liable to any Indemnified Party for Indemnified Costs only to the extent a breach and in the amount that the aggregate amount of a representation or warranty results from, relates to or arises out of Indemnified Costs incurred by the T-Mobile Parties’ breach of the Existing Lease MetaSolv Indemnified Parties or the use or operation of Shareholder Indemnified Parties, as the Seller Licenses by case may be, exceeds $25,000 (the T-Mobile "Basket Amount"). After the Basket Amount is exceeded, the MetaSolv Indemnified Parties or the Shareholder Indemnified Parties, as the case may be, shall be entitled to be paid the entire amount of their Affiliates thereunder. In no event shall Indemnified Costs including the Seller’s aggregate liability under Basket Amount, subject to the terms and conditions set forth in this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement7. (b) In no event For purposes of determining whether an Indemnifying Party shall the T-Mobile Parties’ aggregate liability be required to indemnify an Indemnified Party under this Article 8 exceed the Purchase Price; provided 7, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or warranty has occurred) without regard to materiality (including Material Adverse Effect) qualifications that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)may be contained therein. (c) Notwithstanding any other provisions of this Agreement, in no event No Indemnifying Party shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental Indemnified Representation Costs pursuant to this Article 7 unless a written claim for indemnification in accordance with Section 7.3 or punitive damages, Section 7.4 is given by the ----------- ----------- Indemnified Party to the Indemnifying Party with respect thereto on or otherwise not constituting actual direct Losses, regardless before the second anniversary of the theory of recoveryClosing Date, provided except that this Section 8.3(c) time limitation shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, (i) claims for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller fraud pursuant to Section 2.1(b)(ii8.2, (ii) ----------- claims for breaches of the representations and warranties contained in Section ------- 3.18 (relating to Taxes), including which representations and warranties shall survive ---- until the expiration of the applicable statute of limitations or (iii) claims for breaches of the representations and warranties contained in connection Section 3.3 ----------- (relating to capital structure), Section 3.8(b) (relating to Undisclosed -------------- Liabilities) or Section 4.1 (relating to ownership of the failure to pay the Purchase Price when due hereunderCompany Common ----------- Shares), which representations and warranties shall survive indefinitely. (d) The amount Shareholders, and not the Company, shall be liable for any MetaSolv Indemnified Costs sustained by any MetaSolv Indemnified Parties subject to the terms, limitations and conditions of this Article 7. In that event, the Shareholders shall not be entitled to contribution or any Losses other payments from the Company or its subsidiaries for which an any MetaSolv Indemnified Party claims indemnification Costs that the Shareholders are obligated to pay. In addition, the Shareholders hereby waive and release any and all rights that they may have under this Agreement shall be reduced by: (i) or any insurance proceeds actually received by other Transaction Document to assert claims of contribution against the Indemnified Party with respect to such Losses (net of any increases in premiums Company or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)its subsidiaries. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and The provisions of this Agreement Section 7.5 (other than paragraph (c) ----------- hereof) shall only be applied to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants Indemnified Representation Costs and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required applicable to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementIndemnified Costs.

Limitations. (a) In no event shall The indemnification obligations of the Seller have liability under Section 8.2(a)(i) to Principal Sellers regarding a claim for indemnification hereunder made by the extent a breach Buyer Indemnified Parties for inaccuracies, or breaches of a any representation or warranty results fromin this Agreement, relates to or arises out of the T-Mobile Parties’ but not for breach of any covenant of Sellers, shall become operative only after the Existing Lease or the use or operation aggregate amount of the Seller Licenses all valid claims for such indemnification made by the T-Mobile Buyer Indemnified Parties or their Affiliates thereunder. In no event exceeds 300,000 FF (the "Indemnification Threshold"); provided, however, that upon reaching the Indemnification Threshold the December 3, 1999 29 [Initials] Principal Sellers shall be liable to indemnify the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed Buyer Indemnified Parties for all Indemnification claims above and below the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementIndemnification Threshold. (b) In no event Only the Principal Sellers shall be liable to the T-Mobile Parties’ aggregate Buyer Indemnified Parties for Indemnification claims made pursuant to this Agreement, but such Indemnification liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment all of the Purchase PriceShares sold by the Sellers to Buyer and not only those Shares sold by the Principal Sellers. The maximum liability of the Sellers under this Agreement for Indemnification claims made by the Buyer Indemnified Parties shall not exceed the purchase price for the Shares, including the remedies Earn-Out Payments, except in the event of fraud or willful misrepresentation, and each Principal Seller shall be liable only to the Seller extent of his respective percentage interest as set forth in Section 2.1(b)section 1.04 (j) above. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable Any amount due to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount Buyer Indemnified Parties as a result of any Losses a claim for which an Indemnified Party claims indemnification under this Agreement hereunder shall be reduced by: determined after deducting or setting-off (i) any insurance proceeds actually received final and indisputable savings of taxes incurred by the Buyer Indemnified Party with respect to such Losses (net Parties or the Company as a result of any increases in premiums or other costs attributable thereto); indemnified loss and (ii) any indemnification or reimbursement payments recovery from insurers actually received by the Company or the Buyer Indemnified Party from third parties (other than insurers) Parties with respect to such Losses (net of any costs attributable thereto)indemnified loss. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) Notwithstanding anything contained herein to the extent a breach of a representation or warranty results fromcontrary, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Sellereach Alabama Partner’s aggregate liability in respect of any indemnification obligation for Losses under this Article 8 or otherwise pursuant to this Agreement Section 6.12(j) and Section 10.2(a) shall not exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreementsuch Alabama Partner’s respective Indemnity Cap Amount. (b) In no event shall Notwithstanding anything contained herein to the T-Mobile contrary, the Acquiror Parties’ aggregate liability in respect of any indemnification obligation for Losses under this Article 8 and Section 10.2(b) shall not exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect an amount equal to the payment aggregate amount of consideration paid by Acquiror pursuant to Section 2.3, Section 2.4, Section 2.6 and Section 2.7 (which, in the Purchase case of (x) Common Units issued pursuant to Section 2.3 and Section 2.4, shall be valued at the Reference Price and (y) Common Units issued pursuant to Section 2.7, shall be valued at the Earnout Unit Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding anything contained herein to the contrary, any other provisions Indemnitee seeking indemnification under this Article X shall, after becoming aware of this Agreement, in no any event shall any Party that would reasonably be liable for expected to give rise to any Losses that are lost profitshereunder, consequentialuse such Person’s (i) commercially reasonable efforts to mitigate any Losses which form the basis of an indemnification claim hereunder, exemplaryincluding taking any actions reasonably requested by the Indemnifying Party, special, incidental and (ii) reasonable best efforts to obtain any insurance proceeds or punitive damages, or otherwise not constituting actual direct Losses, regardless proceeds from other sources of indemnification available to such party in respect of the theory Losses which form the basis of recoveryan indemnification claim hereunder (including, provided that this Section 8.3(c) shall not apply to any damages awarded to the R&W Policy if the claim is of a third party pursuant to a finaltype for which recovery would be available, non-appealable order; provided thatwhich, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations include any claims with respect to pay any interest, fees, costs or expenses that may become payable Section 6.12(j)). Notwithstanding anything contained herein to the Seller pursuant contrary, the amount of any Loss for which indemnification is provided under this Article X shall be (A) net of any reserves, liability accruals or other provisions for such Losses on the Company Financial Statements (to the extent such reserves, liability accruals or other provisions actually reduced Final Consideration (as finally determined) or other amounts explicitly taken into account in determining the Total Consideration) and (B) net of any after-Tax amounts recoverable by any Indemnitee under insurance policies (including the R&W Policy, after taking into account the retention amount thereunder, which, for the avoidance of doubt, shall not include any claims with respect to Section 2.1(b)(ii6.12(j)) or any other source of indemnification available to such Indemnitee with respect to such Loss (determined by applying an assumed 50% Tax rate to the extent such amounts recoverable under insurance policies or other sources are actually taxable). If any insurance proceeds or other recoveries from third parties are actually realized in cash (in each case calculated net of the reasonable third party out-of-pocket costs and expenses associated with such recoveries, including any increased premiums resulting from such recoveries) by an Indemnitee subsequent to the receipt by such Indemnitee of an indemnification payment hereunder in connection respect of the failure claims to pay which such insurance proceedings or third-party recoveries relate, the Purchase Price when due hereunderIndemnitee shall hold such amounts in trust and appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment. (d) The amount Notwithstanding anything contained herein to the contrary, all Losses shall be determined without duplication of recovery under other provisions of this Agreement, any other Transaction Document or any of the other documents or agreements delivered in connection with this Agreement. Without limiting the generality of the prior sentence, no Indemnifying Party shall be obligated to indemnify any Indemnitee for any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received by to the Indemnified Party with respect to extent such Losses are specifically included in the calculation of the Total Common Unit Consideration, the Total Cash Consideration or any adjustment thereto pursuant to Section 2.4 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by to the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable theretoextent so included). (e) Each of Notwithstanding anything contained herein to the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages contrary, except in the event that this Agreement has not been performed in accordance with its termscase of Fraud, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party no party hereto shall be entitled obligated to an injunction or injunctions indemnify any other Person with respect to prevent or restrain breaches or threatened breaches any Losses for which a Claims Notice was not duly delivered prior to the applicable survival date set forth in Section 10.1. (f) Notwithstanding anything contained herein to the contrary and for the avoidance of this Agreement by the other (doubt, except as applicableprovided in Section 10.2(a)(iii), only the Party who committed a Fraud shall be responsible for such Fraud and only to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to suffered from such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementFraud.

Limitations. The indemnification obligations pursuant to Section 12.02 shall become operative only after the aggregate amount of Damages of the Buyers Indemnified Parties (acollectively, “Buyers Damages”) In no event exceeds Two Hundred Thousand Dollars ($200,000) (the “Deductible”), at which point the Sellers and RWD Canada shall the Seller have liability become liable under Section 8.2(a)(i) this Article XII to the extent a breach of a representation or warranty results from, relates that the Buyers Damages exceed the Deductible (except that Buyers Damages as to or arises out which the Deductible is inapplicable as provided below shall be subject to indemnification immediately). The obligation of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise Sellers and RWD Canada for Buyers Damages pursuant to this Agreement Section 12.02 shall not exceed Three Million Dollars ($3,000,000) (the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price“Cap”); provided provided, however, that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect notwithstanding anything herein to the payment of contrary, the Purchase Price, including Deductible and the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) Cap shall not apply to any damages awarded claim relating to Buyers Damages resulting from (i) the fraud or willful misconduct or criminal activities of the Sellers, RWD Canada, RWD Colombia or the Equity Owners, (ii) a third party breach by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any representations and warranties set forth in Sections 5.01 (Organization and Good Standing; Subsidiaries), 5.02 (Execution and Effect of Agreement), 5.07(b) (Tangible Personal Property; Title to Acquired Assets), 5.14 (Taxes), 5.16 (Environmental Matters), 5.19 (Employee Benefit Plans; ERISA) and 5.28 (No Brokers); (iii) any intentional breaches by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any pre-Closing covenants pursuant to a finalArticle VIII; (iv) any intentional breaches by the Sellers, nonRWD Canada, RWD Colombia or the Equity Owners of any post-appealable orderClosing covenants pursuant to Article IX; provided that, for the avoidance of doubt, this Section 8.3(c(v) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller indemnification pursuant to Section 2.1(b)(ii12.05 (Tax Indemnification); (vi) the Excluded Liabilities, including in connection (vii) claims related to the failure Employee Benefit Plans and Foreign Plans to pay the Purchase Price when due hereunder. extent assumed by the Buyers as a result of applicable Law, (dviii) The amount of any Losses Updated Disclosure, or (ix) noncompliance with any bulk transfer, bulk sales or similar Law. Any liability for which an Indemnified Party claims indemnification under this Article XII will be determined without duplication of recovery because a state of facts giving rise to the Damages constitutes a breach of more than one representation, warranty, covenant or agreement hereunder. Buyers’ post-closing indemnification rights under this Agreement shall will not be reduced by: (i) limited or otherwise affected by any insurance proceeds actually received knowledge obtained by any Buyer, at any time before the Indemnified Party closing, with respect to such Losses (net of any increases inaccuracy in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the PartiesSellers’, RWD Canada’s, RWD Colombia’s or any Equity Owners’ representations and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementwarranties.

Limitations. (a) In no event Seller shall not have any obligation to indemnify the Seller have liability Buyer Indemnitees from and against any Losses under Section 8.2(a)(i11.1(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereofafter which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Losses in excess of the first two percent (2%) actually received of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Seller arising out of the representations and warranties in Sections 5.1 (Good Standing and Authority) and 5.8 (Taxes). Buyer shall not have any obligation to indemnify the Seller pursuant Indemnitees from and against Losses under Section 11.2(a), other than Losses resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Losses by reason of all such breaches in excess of two percent (2%) of the Purchase Price (after which point Buyer will be obligated to this Agreementindemnify the Seller Indemnitees from and against all such Losses in excess of the first two percent (2%) of the Purchase Price); provided, however, that the foregoing thresholds shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 6.1 (Good Standing and Authority) and 6.3 (Capitalization). (b) In no event From and after the last Closing, the rights of the Indemnified Parties under Sections 11.1-11.3 shall be the T-Mobile Parties’ aggregate liability under this Article 8 exceed exclusive remedy of the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, Seller Indemnitees and Buyer Indemnitees with respect to any and all matters arising out of, relating to, or connected with this Agreement, Seller and its assets and liabilities, including, without limitation, the payment of Purchased Assets and the Purchase PriceAssumed Liabilities; provided, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding however, that notwithstanding any other provisions provision of this Agreement, in no event nothing herein shall limit any claim of any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction for fraud or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementintentional misrepresentations.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) Notwithstanding anything to the extent contrary set forth in this Agreement or in any other Transaction Document, the Indemnified Parties will not make a breach of a representation or warranty results from, relates to or arises out of claim against the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Indemnifying Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability for indemnification under this Article 8 IX for Purchaser Losses or otherwise Sellers Losses, as applicable (collectively, "LOSSES"), unless and until (i) any individual loss exceeds ------ $2,500 (the "LOSS THRESHOLD"), in which case such Indemnified Party shall -------------- be liable for the entire amount in excess of such Loss, subject to the Aggregate Threshold (as hereunder defined) and (ii) the aggregate amount of such Losses exceeds $300,000 (the "AGGREGATE THRESHOLD"), in which event ------------------- the Indemnified Parties may claim indemnification for all such Losses, including the initial $300,000; provided, however, -------- ------- the Purchaser Losses arising under the Special Obligations shall not be subject to the Loss Threshold or the Aggregate Threshold. (b) Notwithstanding anything to the contrary set forth in this Agreement or in any other Transaction Document, the maximum liability of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to this Agreement Section 9.2 for all Purchaser Losses together with indemnity losses paid by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to any other indemnity relating to the ▇▇▇▇▇▇ Stock Purchases in favor of the Company shall not exceed the Purchase Price (or portion thereof) actually received by value of the Seller pursuant to number of shares of Purchaser Common Stock issuable for 845,865 shares of Company Series A Preferred Stock in accordance with the provisions of this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply The Purchaser Indemnified Parties' right to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller recovery pursuant to Section 2.1(b)(ii)9.1 hereof on account of any Purchaser Losses will be reduced by all insurance or other third party indemnification proceeds actually received by the Purchaser Indemnified Parties. The Purchaser and the Company shall use commercially reasonable efforts to claim and recover any Purchaser Losses suffered by the Purchaser Indemnified Parties under any such insurance policies or other third party indemnities. If a Purchaser Indemnified Party (or one of its Affiliates) actually recognizes a cash Tax benefit in a taxable year as a result of incurring indemnifiable Purchaser Losses that have been indemnified, including in connection the failure Purchaser Indemnified Party shall, to the extent the indemnifiable Purchaser Losses have actually been indemnified, pay the Purchase Price when due hereunderamount of such Tax benefit to the Indemnifying Party within 30 days of filing its final Tax return for the year in which it has realized a Tax benefit. The amount of a Tax benefit will be computed assuming that all items of deduction, loss, income, gain and credit attributable to incurring the indemnifiable Purchaser Losses are the last items incurred by the Purchaser Indemnified Party. (d) The amount Parties agree that, from and after the Effective Time, the exclusive remedies of the Parties for any Sellers Losses for which an Indemnified Party claims indemnification under and Purchaser Losses arising out of or based upon the matters set forth in this Agreement shall be reduced by: are the indemnification and/or reimbursement obligations of the parties set forth in this Article IX. The provisions of this Section 9.6 will not, however, prevent or limit a cause of action (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net on account of any increases in premiums fraud, or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect under Section 8.2 to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking obtain an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall hereof. (e) Except with respect to Purchaser Losses actually awarded to a third party in an action brought against a Purchaser Indemnified Party, the Purchaser Indemnified Parties are not be required entitled to provide any bond recovery pursuant to Section 9.1 hereof for punitive damages, or other security for lost profits, consequential, exemplary or special damages. Except with respect to Seller Losses actually awarded to a third party in connection with any such order an action brought against a Seller Indemnified Party, the Seller Indemnified Parties are not entitled to recovery pursuant to Section 9.1 hereof for punitive damages, or injunction. The foregoing shall not be deemed to be for lost profits, consequential, exemplary or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementspecial damages.

Limitations. Notwithstanding the provisions of Section 1.2 above, HNC shall not be obligated to effect any registration, qualification or compliance of Registrable Securities pursuant to Section 1.2 of this Agreement, and the Holders shall not be entitled to sell Registrable Securities pursuant to any registration statement filed under Section 1.2 of this Agreement, as applicable: (a) In no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses if Form S-3 is not then available for such offering by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.Holders; (b) In no event if HNC shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect furnish to the payment Holders a certificate signed by the President or Chief Financial Officer of HNC stating that, in the good faith judgment of the Purchase PriceBoard of Directors of HNC, including it would be seriously detrimental to HNC and its stockholders for such Permitted 6 Window to be in effect at such time, due, for example, to the remedies existence of a material development or potential material development involving HNC which HNC would be obligated to disclose in the prospectus contained in the Shelf Registration (or Subsequent Registration, as applicable), which disclosure would, in the good faith judgment of the Seller set forth Board of Directors of HNC, be premature or otherwise inadvisable at such time or would have a material adverse affect upon HNC and its stockholders, in which event HNC will have the right to defer a Permitted Window for a period of not more than sixty (60) days after receipt of a Notice of Resale from the Holder or Holders pursuant to this Section 2.1(b1.3(b).; provided, however, that (i) HNC may so postpone a Permitted Window no more than twice during the Registration Period; (ii) the two authorized 60-day postponements of Permitted Windows may not be consecutive; (iii) if HNC so postpones a Permitted Window, then notwithstanding the last sentence of Section 1.2(a), the Registration Period of the Shelf Registration shall be extended by a period of time equal to the period of postponement (subject to the provisions of Sections 1.4 and 1.10 below); and (iv) if HNC defers a Permitted Window as provided herein and the Holders withdraw their Notice of Resale, then such withdrawal shall not count as a Permitted Window; (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party if HNC is acquired and its Common Stock ceases to be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder.publicly traded; (d) The amount in any particular jurisdiction in which HNC would be required to qualify to do business or to execute a general consent to service 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 process in effecting such registration, qualification or compliance, unless HNC is already subject to service of process in such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto).jurisdiction; (e) Each if the SEC refuses to declare such registration effective due to the participation of any particular Holder in such registration (unless such Holder withdraws all such Holder's Registrable Securities from such registration statement); or (f) if the Parties acknowledges and agrees that manner in which any Registrable Securities are disposed of pursuant to the Seller Licenses and Shelf Registration (or Subsequent Registration, as applicable) is not included within the transactions contemplated by this Agreement are unique and each plan of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages distribution set forth in the event that this Agreement has not been performed in accordance with its termsprospectus for the Shelf Registration (or Subsequent Registration, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event An Indemnifying Party (as defined in Section 11.05 below) shall the Seller have liability not be entitled to make any claim for indemnification under Section 8.2(a)(i) this Article XI with respect to the extent a inaccuracy, misrepresentation or breach of a any representation and warranty contained in this Agreement after the date on which such representation or warranty results from, relates ceases to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise survive pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementSection 11.06 hereof. (b) In Notwithstanding anything to the contrary contained herein, no event Indemnified Party (as defined in Section 11.04 below) shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that be entitled to indemnification from an Indemnifying Party (as defined in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, Section 11.04 below) with respect to the payment inaccuracy, misrepresentation or breach or any representation and warranty until the losses suffered by such Indemnified Party and for which indemnification is available hereunder exceed $50,000 in the aggregate, whereupon the Indemnified Party shall be entitled to claim indemnification for all losses suffered in excess of $50,000 by such Indemnified Party and for which indemnification is available hereunder; provided, however, that this $50,000 threshold shall not be applicable with respect to the Purchase Pricerepresentations and warranties contained in Sections 3.03, including the remedies of the Seller set forth in Section 2.1(b)3.22 and 4.01. (c) Notwithstanding any other provisions Except as set forth below, the total indemnification liability of this Agreementall Shareholders shall not exceed, in no event shall any Party be liable for any Losses that are lost profitsthe aggregate, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless the sum of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); $3,000,000 and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties product of (other than insurersx) 200,000 and (y) the average of the last reported per share trading price of Acquirer Common Stock over the 30 business day period immediately preceding the Closing Date; provided that with respect to such Losses (net of any costs attributable thereto). (e) Each breach of the Parties acknowledges representations and agrees that warranties set forth in Sections 3.01, 3.03, 3.04, 3.09, 3.22 and 4.01, such limitation on indemnification liability shall not apply, and instead the Seller Licenses total indemnification liability of each Shareholder shall not exceed, in the aggregate, the value of the Merger Consideration and the transactions contemplated by this Agreement are unique and each Contingent Payment delivered to such Shareholder hereunder. The total indemnification liability of Acquirer shall not exceed the value of one-half of the Seller and Merger Consideration on the TClosing Date, plus one-Mobile Parties would not have an adequate remedy at law for money damages half of the value of the Contingent Payment, if any. No limitation provided in the event that this Agreement has not been performed in accordance with its termsSection 11.03, and therefore agrees thathowever, in addition to all other remedies available at law or in equity, the other Party shall be entitled applicable with respect to an injunction any claim for fraud, willful misconduct or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementintentional misrepresentation.

Limitations. 10.3.1 The Parties have agreed that the Majority Seller's obligation to indemnify the Purchaser under this Clause 10.1.1 may only be implemented if the amount of each individual Loss or Losses arising from a single event, suffered by the Purchaser or the Warranted Companies is at least equal to EUR 30,000 in which case the Purchaser shall be entitled, subject to the limitations set forth in this Agreement, to indemnification for the full amount of such Loss (aand not merely the excess) In up to the Majority Seller’s Liability Cap. 10.3.2 Any indemnity payments pursuant to the Agreement shall only be payable if they exceed the threshold of EUR 535,000, which may only be called into play once and shall apply cumulatively to all claims made under Clause 10.1.1, it being specified that once the threshold is reached, all Losses suffered by the Purchaser and/or the Warranted Companies shall be indemnified as from the first euro. 10.3.3 The maximum aggregate liability of the Majority Seller for any and all Losses with respect to the matters contained in Clause 10.1.1 shall not exceed an amount of EUR 5,535,000 (the “Majority Seller’s Liability Cap”). 10.3.4 Notwithstanding anything to the contrary therein, none of the limitations contained in Clauses 10.3.1 to 10.3.3 shall apply to any Loss arising from a breach by the Majority Seller of any Fundamental Sellers’ Warranties or as set out in Clause 10.12.5 to the specific indemnification undertaking of the Majority Seller contained in Clause 10.12 (Specific indemnity relating to the Dental Carve out and the Dental Business Operations): in such cases, the maximum aggregate liability of the Majority Seller for any and all Losses with respect to the matters contained in Clause 10.1.1 including any Losses based on the Fundamental Sellers’ Warranties and the matters contained in Clause 10.12 (Specific indemnity relating to the Dental Carve out and the Dental Business Operations) shall in no event exceed a maximum amount equal to the amount of that part of the Purchase Price (including the monetary equivalent of the WM Shares) it receives as consideration for the transfer of the Target Shares that it owns. 10.3.5 The Purchaser shall the Seller have liability under Section 8.2(a)(inot be entitled to indemnification pursuant to this Clause 10 (Indemnification) to the extent that such claim: (a) occurs as a breach of a representation or warranty results from, relates to or arises out result of the T-Mobile Parties’ breach coming into force of any legislation not in force at the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement.Completion Date; or (b) In no event shall occurs by reason of any change occurring after the T-Mobile Parties’ aggregate liability under this Article 8 exceed Completion Date in the Purchase Pricepractice or standard of any Governmental Authority; provided or (c) occurs by reason of any event, act, occurrence or omission incurred prior to the Completion Date but at the express written request or with the express written consent of the Purchaser; or (d) arises or increases as a result of any voluntary act or omission (save for any act or omission imposed by Law, a final (exécutoire) court order, a decision of any Governmental Authority) of the Purchaser and/or the management of the Purchaser or the Warranted Companies after Completion - otherwise than in the ordinary course of business - where the Purchaser and/or such management knew that in no event shall the foregoing limitation of liability apply such act or omission would give rise to or limit T-Mobile Parties’ liabilityincrease the liability in question; or (e) such claim occurs in respect of the termination of any contract entered into by the Warranted Companies, or on their behalf, or of any contract of which they are beneficiary, when such termination is consequent upon the Seller’s remediessale completed under the Agreement, subject to the provisions of Clause 5.7 (Repayment of loans at Completion) and the provisions of Clause 8.13.2. 10.3.6 Subject to Clause 10.9 (Escrow Agreement), the payment of any sums with respect to a Loss shall be made in cash to the Purchaser on a USD by USD basis and shall preclude any other claim for indemnification with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)same event or subject matter. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In An Indemnifying Person shall have no event shall the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 unless notice of a claim for indemnity (a "NOTICE"), shall have been given within two years after the Closing Date; provided, however, that (i) an Indemnifying Person's aggregate cumulative liability under this Article for which Notice is properly provided to an Indemnified Person within one (1) year of the Closing Date shall not exceed $1,600,000, and (ii) on the first anniversary of the Closing Date, an Indemnifying Person's aggregate cumulative liability to an Indemnified Person shall be reduced to $1,000,000; provided, however, that if an Indemnified Person shall have previously submitted proper Notice to the Indemnifying Person of a claim or otherwise pursuant to this Agreement exceed indemnifiable Loss which exceeds $1,000,000 in the Purchase Price (or portion thereof) actually received by aggregate, then the Seller pursuant to this AgreementIndemnifying Person's cumulative liability hereunder shall remain $1,600,000. (b) In no event shall Notwithstanding the T-Mobile Parties’ aggregate liability under two year time limitation set forth in paragraph (a) of this Article 8 exceed SECTION 9.4, the Purchase Price; provided that in no event shall the foregoing limitation Purchaser may give notice of liability apply and may make a claim relating to or limit T-Mobile Parties’ liability(i) any Tax Liability, or (ii) the Seller’s remediesrepresentations and warranties contained in SECTION 2.2 (Capitalization), SECTION 2.3 (Authority) (except for the representations and warranties with respect to the Noncompetition Agreement), SECTION 2.14 (Tax Matters) and SECTION 2.24 (Title) at any time on or prior to 90 days after the expiration of the appropriate statute of limitation, if any, with respect to any claim covered by the payment of the Purchase Price, including the remedies of the Seller set forth representations and warranties in Section 2.1(b)such Sections. (c) The Seller and the Stockholders shall have the right to update the disclosures included on the Schedules attached hereto after the date hereof and prior to the Closing Date. Notwithstanding any other provisions anything in this Agreement to the contrary, after the Closing Date the Seller and the Stockholders shall have no liability for matters which are disclosed in the attached Schedules, or are subsequently disclosed on the attached Schedules after the date hereof and prior to the Closing; provided, however, nothing in this SECTION 9.4(c) shall affect the liability of this Agreement, in no event shall any Party be liable the Seller and the Stockholders for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply penalties and/or interest relating to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderTax Liability. (d) The amount In addition to the rights and remedies of the parties specifically provided for by this Article, each party hereto shall have such other equitable remedies as shall be available under applicable law or in equity for the other party's breach of the representations and warranties contained herein, or the failure to perform any Losses for which an Indemnified Party claims indemnification of its covenants, agreements or obligations under or contained in this Agreement shall be reduced by: (i) or in any insurance proceeds actually received by the Indemnified Party document furnished or delivered pursuant hereto; provided, however, that with respect to any remedy providing for the recovery of monetary damages, any such Losses (net of any increases recovery shall be subject to the limitations contained in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)SECTIONS 9.4, 9.6, 9.7 AND 9.8. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages Notwithstanding anything in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofthe contrary, or neither Trust shall have any liability for amounts due pursuant to enforce compliance with, the covenants and obligations this ARTICLE IX in excess of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief total assets held by such Trust on the basis that any other Party has an adequate remedy at law or that any award date of specific performance a claim of indemnification is not an appropriate remedy for any reason at law or in equity (subject made pursuant to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementARTICLE IX.

Limitations. (a) In Notwithstanding any other provision of this Agreement, (i) Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Parties for any Loss pursuant to Section 12.2(a) in respect of any individual claim (or series of related claims) involving Losses of less than $100,000 (each such claim or series of related claims that exceeds such threshold being a “Qualifying Claim”), (ii) Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Party for any Loss pursuant to Section 12.2(a) unless and until the aggregate amount of all such Losses in respect of Qualifying Claims incurred or sustained by all Buyer Indemnified Parties with respect to which Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.2(a) exceeds 1.5% of the Base Consideration (the “Deductible”), whereupon the Seller Indemnifying Parties shall be liable only for such Losses in respect of Qualifying Claims in excess of 1% of the Base Consideration, but subject to Section 12.4(a)(iii) and the other provisions of this Article XII; and (iii) the aggregate liability of Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under Section 12.2(a) shall in no event exceed 10% of the Base Consideration (as adjusted pursuant to Section 2.3, Section 2.4 and Section 2.5). (b) Notwithstanding anything to the contrary in this Agreement or otherwise, the aggregate liability of Seller Indemnifying Parties or Buyer Indemnifying Parties under this Agreement shall in no event exceed the Base Consideration (as adjusted pursuant to Section 2.3, Section 2.4 and Section 2.5). (c) Without duplication of any amounts paid to Seller or any of its Affiliates under Schedule 2.9, the obligation of any Party or parties obligated to provide indemnification (the “Indemnifying Party”) to indemnify any Person entitled to indemnification (the “Indemnified Party”) against any Losses under Section 12.2 or Section 12.3 or otherwise under this Agreement shall be reduced (i) by any amounts actually received by any Indemnified Party pursuant to any indemnification by, or any indemnification or other agreement with, any third party with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery) and (ii) by the amount of insurance proceeds or other cash receipts or sources of reimbursement actually received by any Indemnified Party from third parties, including third party insurers, with respect to such Losses or the underlying reasons therefor (net of reasonably expected costs of recovery). In furtherance of the foregoing, if an Indemnifying Party pays to any Indemnified Party an amount in respect of Losses and any Indemnified Party thereafter receives from a third party a sum in respect of the matter giving rise to such Losses that would cause such Indemnified Party to recover amounts in the aggregate that exceed the amount of the relevant Losses, then (A) if the excess was paid to a Buyer Indemnified Party, Buyer shall promptly repay to Seller an amount equal to such excess and (B) if the excess was paid to a Seller Indemnified Party, Seller shall promptly repay to Buyer an amount equal to such excess. The Indemnified Party shall use commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses. (d) Each Indemnified Party shall exercise commercially reasonable efforts to mitigate any Losses within a reasonable amount of time following the discovery by such Indemnified Party of the fact, event or circumstance giving rise to such Losses. The Parties shall, and shall cause their respective Affiliates to, reasonably cooperate with the other Parties in connection with any mitigation efforts related to Item 3 in Schedule 1.1(i), which mitigation efforts may include entering into Back-to-Back Agreements in accordance with Section 7.17(d). (e) In the event that any specific Losses are suffered by any one or more Indemnified Party for which any such Indemnified Party is entitled to indemnification and any such Indemnified Party is actually indemnified by an Indemnifying Party in full with respect to all such Losses incurred by such Indemnified Party, then such Losses shall be deemed to no longer exist and, therefore, any further recovery by such Indemnified Party or any other Indemnified Party from any Indemnifying Party for such same Losses would constitute an unintended “double” recovery and shall be prohibited under this Agreement. (f) No Buyer Indemnified Party may assert a claim for indemnification for, and Buyer shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Seller Indemnified Parties from, against and in respect of any and all Losses resulting from or arising out of, or that are attributable to the following: (i) any cessation of operations at the Real Property after the Closing Date; (ii) any invasive or subsurface sampling, surveys, investigations, inspections, analyses or testing, including of any soil, water, air or other media, by or on behalf of the Company, any Buyer Indemnified Party or any of their respective Affiliates after the Closing Date that are not required by any Environmental Law or Environmental Permit or otherwise by any Governmental Authority; (iii) any liabilities arising under Environmental Laws relating to Hazardous Materials initially discovered by a Governmental Authority as a result of any notifications to, or communications with, any Governmental Authority by or on behalf of the Company, any Buyer Indemnified Party or any of their respective Affiliates, including any officer, employee or representative of the Company, any Buyer Indemnified Party or any of their respective Affiliates, on or after the Closing Date that are not required by any Environmental Law or Environmental Permit; (iv) any contribution to or exacerbation of any Losses arising under Environmental Laws, including any Release of Hazardous Materials by any act or omission by or on behalf of the Company, any Buyer Indemnified Party or any of their respective Affiliates after the Closing Date; or (v) any change in Environmental Law following the Closing Date. (g) With respect to any Remedial Action that is required to satisfy any claim for indemnification by a Buyer Indemnified Party: (i) Any Buyer Indemnified Party shall have liability under Section 8.2(a)(ithe right (but not the obligation), by delivery of written notice to Seller, to conduct and control such Remedial Action; provided, however, that, if a Buyer Indemnified Party elects to conduct such Remedial Action (A) the Buyer Indemnified Party shall reasonably consult with Seller in good faith in advance as to the conduct of such Remedial Action, and shall reasonably consider in good faith all reasonable comments in respect thereof (if any) provided by Seller; provided, further, to the extent there is a material change in the scope or cost associated with such Remedial Action, the Buyer Indemnified Party shall further consult with Seller in good faith prior to taking such Remedial Action, (B) the Buyer Indemnified Party shall keep Seller reasonably informed of the status of the Remedial Action, (C) the Buyer Indemnified Party shall provide Seller with a copy of any material written correspondence, reports or other documents received or submitted to a Governmental Authority with respect to such Remedial Action, and (D) Seller shall have the right to reasonably monitor such Remedial Action to the extent such monitoring does not interfere with Buyer’s ability to conduct and control such Remedial Action. Any costs incurred by Seller relating to such monitoring shall be at Seller’s sole cost and expense and shall not limit any of the Buyer Indemnified Parties’ rights to indemnification hereunder. The Parties agree to reasonably cooperate with one another in connection with any such Remedial Action. (ii) The Parties acknowledge and agree to the additional terms set forth in Schedule 12.4(g)(ii) with respect to any Remedial Action. (h) No Buyer Indemnified Party may assert a claim for any Taxes or other related Losses to the extent (i) the Taxes are included in the calculation of the Final Net Working Capital; (ii) the Taxes resulted from Company transactions on the Closing Date but after the Closing that were outside the ordinary course of business; (iii) the Taxes resulted from actions taken by Buyer or post-Closing actions taken by the Company that violate any covenant, representation, or other obligation of Buyer in this Agreement; or (iv) the Taxes are for any period (or portion of any Straddle Period) beginning after the Closing Date; provided, that the limitation in clause (iv) shall not apply to Taxes resulting from a breach of a representation or warranty results from, relates to in Section 5.9(e) or arises Section 5.9(i). A Buyer Indemnified Party’s liability for Taxes (and other related Losses) that arise out of the T-Mobile Parties’ breach of the Existing Lease an obligation to indemnify or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Sellersucceed to another Person’s aggregate Tax liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a finalContract, non-appealable order; provided thatas a successor or transferee, for the avoidance of doubt, this Section 8.3(cor otherwise) shall not limit the T-Mobile Parties’ obligations be limited to pay any interest, fees, costs such Taxes (and other related Losses) resulting from actions or expenses that may become payable events occurring prior to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderClosing. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (a) Seller will not be required to indemnify Buyer under Section 9.2(a)(i) except to the extent that the cumulative amount of the Damages under Section 9.2(a)(i) actually incurred by the Buyer Indemnified Parties exceeds [...***...] at which point Seller will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.2(a)(i) actually incurred by the Buyer Indemnified Parties (including the first [...***...]). (b) Buyer will not be required to indemnify Seller under Section 9.2(b)(i) except to the extent that the cumulative amount of the Damages under Section 9.2(b)(i) actually incurred by the Seller Indemnified Parties exceeds [...***...] at which point Buyer will be required to pay, and will have Liability for, the cumulative amount of the Damages under Section 9.2(b)(i) actually incurred by the Seller Indemnified Parties (including the first [...***...]). (c) In no event shall the aggregate out-of-pocket Liability of Seller have liability under for any Damages pursuant to Section 8.2(a)(i9.2(a)(i) to exceed the extent a breach of a representation or warranty results from, relates to or arises out aggregate Purchase Price received by Seller as of the T-Mobile Parties’ breach of date such Damages are finally determined. For clarity, Seller shall not be permitted to offset any such amounts due hereunder against the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementMilestone Payments. (bd) In no event shall Seller or Buyer have any Liability under Section 9.2(a)(i) or 9.2(b)(i), as the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remediescase may be, with respect to claims that are not properly asserted in writing prior to the payment date that is (i) twenty four (24) months after the Closing Date in the case of claims related to breaches of representations and warranties other than those contained in Section 6.13 hereof, and (ii) sixty (60) days following the expiration of any applicable Tax statute of limitation in the case of claims related to breaches of the Purchase Pricerepresentations and warranties contained in Section 6.13 hereof. In addition, including the remedies there shall be no limitation on Liability with respect to breaches of the Seller set forth representations and warranties contained in Section 2.1(b)6.13 hereof. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (de) The amount of any Losses for which an Indemnified Party claims indemnification Damages under this Agreement Section 9.2 shall be reduced by: (i) by the amount of any insurance proceeds actually received by the Indemnified Party with respect relating to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto).claim. *** Confidential Treatment Requested (ef) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other No Party shall be entitled to an injunction indemnification under this Article 9 to the extent Damages result from the gross negligence or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations intentional misconduct of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction indemnification. (g) Except with respect to claims based on fraud or injunctions willful misconduct, after the Closing: (i) the right of the Buyer Indemnified Parties to prevent breaches indemnification under this Article 9 shall be the exclusive remedy of the Buyer Indemnified Parties with respect to claims arising or resulting from (A) any inaccuracy or breach of any representation or warranty of Seller or any of its Affiliates in this Agreement; (B) any breach of any covenant or other agreement of Seller or any of its Affiliates in this Agreement; (C) Seller’s or any of its Affiliates’ conduct of the Business prior to the Closing except to the extent the same constitutes Assumed Liabilities which were assigned to Buyer pursuant to this Agreement and the Assignment and Assumption Agreement; or (D) the failure of Seller or any of its Affiliates to enforce specifically pay, perform or discharge any Excluded Liabilities; and (ii) the terms and provisions right of the Seller Indemnified Parties to indemnification under this Agreement Article 9 shall not be required the exclusive remedy of the Seller Indemnified Parties with respect to provide claims arising or resulting from (A) any bond inaccuracy or breach of any representation or warranty of Buyer in this Agreement; (B) any breach of any covenant or other security agreement of Buyer in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any this Agreement; (C) Buyer’s conduct of the PartiesBusiness from and after the Closing; or (D) the failure of Buyer to pay, and each of the Parties expressly reserve perform or disclose any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementAssumed Liabilities.

Limitations. (a) In no event 17.1 Subject to clauses 17.2 and 17.3, the Buyer shall make any and all Claims relating to any Breach by the Seller have liability under Section 8.2(a)(i) to the extent a breach Sellers of a representation or warranty results from, relates to or arises out any of the T-Mobile Parties’ Sellers' Warranties exclusively under the W&I Insurance Policy, and the Buyer is not entitled to pursue any action against the Sellers in respect of any Breach of any of the Sellers' Warranties save for in case such Claim is the consequence of fraud or wilful misconduct by the Sellers on or prior to Closing. Consequently, the Sellers are not liable for and the Buyer has irrevocably and unconditionally released the Sellers of any and all liability for any breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to Sellers' Warranties, except as explicitly set out in this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for . For the avoidance of doubt, this Section 8.3(c) in the event of Breach of the Sellers' Warranties repeated at Closing other than a Breach of Fundamental Warranties, occurring in the period between the Signing Date and the Closing Date, the Sellers shall not limit incur no liability for such Breach. The Buyer accepts that in the T-Mobile Parties’ obligations to pay any interestevent no W&I Insurance Policy is taken out or the W&I Insurance Policy is terminated for whatever reason, fees, costs or expenses that may become payable the Sellers shall have no liabilities with respect to the Seller pursuant to Section 2.1(b)(ii)Sellers' Warranties, including save in connection the failure to pay event of fraud or wilful misconduct or a Breach of the Purchase Price when due hereunder. (d) Sellers’ Fundamental Warranties. The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: Buyer also undertakes and covenants with the Sellers that it must not knowingly (i) take or omit to take any insurance proceeds actually received action which has the effect of invalidating the W&I Insurance Policy (or any Claim to which the W&I Insurance Policy relates) or (ii) amend, vary or terminate the Insurance Policy without the prior written approval of the Sellers' Representative. 17.2 In the event of a Breach by the Indemnified Party Sellers as a consequence of fraud or wilful misconduct, the Sellers, as applicable, undertake to indemnify the Buyer by payment of damages to the Buyer in accordance with respect the general principles of Danish Law except the Buyer is not entitled to such Losses terminate (net hæve) the Agreement; provided, however, that (i) a Claim on the basis of any increases in premiums fraud or other costs attributable thereto); wilful misconduct by one or more Sellers can only be directed against the Seller(s) having acted fraudulently or having wilful misconducted and (ii) only the Seller(s) having acted fraudulently or wilful misconducted will be severally (and not jointly) liable for the aforementioned Claim. 17.3 In the event of a Breach of any of the Sellers' Fundamental Warranties by a Seller, and to the extent that the Loss (or any part of the Loss) for such Breach is not recoverable under the W&I Insurance (regardless of whether such inability to recover under the W&I Insurance is due to limitation in coverage, limitations in the policy period or monetary limitations / thresholds or any other requirement or limitation in the W&I Insurance), such Seller in breach of the Sellers' Fundamental Warranties undertakes to severally (and not jointly) indemnify the Buyer by payment of damages to the Buyer in accordance with the general principles of Danish Law subject to clauses 17.5 and 18 and to the effect that the relevant Seller’s liability for such Seller’s Breach of the Sellers’ Fundamental Warranties shall be capped to such Seller’s pro rata portion of the Purchase Price. 17.4 Any amount of indemnification or reimbursement payments actually received paid by the Indemnified Party Sellers to the Buyer under the Agreement shall be regarded as a reduction of the Purchase Price. 17.5 After Closing, the rights described in clauses 15, 16, 17 and 18 (and clause 23.5) are to be the Buyer's exclusive remedy for Breach. Except for the situations described in clause 10, the Buyer is not entitled to terminate (hæve) the Agreement or demand a proportionate reduction of the Purchase Price (forholdsmæssigt afslag). 17.6 To the extent the Buyer will enforce a Claim for Breach, the Buyer is to seek its remedy against the Sellers, exclusively under the provisions of the Agreement and accordingly, except in case of fraud or wilful misconducted, the Buyer expressly waives any right to claim damages from third parties (other than insurers) any employee or member of management of the Sellers or an Affiliate of the Sellers or from the present or former members of the board of directors of a Group Company with respect to any act or omissions of such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees thatPersons, in addition each case, in their aforementioned capacities prior to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementClosing Date.

Limitations. (a) In no event shall 8.1 This Clause 8 limits the Seller have liability under Section 8.2(a)(i) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreementas specified, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) relation to Claims but shall not apply to any damages awarded Claim: (a) which is the consequence of or involves fraud, dishonesty or wilful concealment by or on behalf of the Seller; or (b) under paragraphs 1 or 2 of Schedule 3. ler shall not be liable for a Claim unless the Buyer has given the Seller Claim, specifying (in reasonable detail and to the extent then possible) m and the amount claimed: in the case of a third party Tax Related Claim, within the period of [seven years] f Completion; or in the case of a Warranty Claim (excluding a Tax Warranty Claim), with of 24 months following Completion. gregate maximum liability of the Seller for all and any Claims when take an amount equal to the Consideration. yer: shall not be entitled to recover any amount in respect of any Warranty the amount of such Warranty Claim (together with any connected Warr exceeds £[AMOUNT], in which event the whole of such amount shall b and not merely the excess over £[AMOUNT]; and shall not be entitled to recover any amount in respect of any Warranty the amount of such Warranty Claim, when aggregated with the Seller’s other Warranty Claims, exceeds £[AMOUNT], in which event the whole amount shall be recoverable and not merely the excess over £[AMOUN ler shall not have any liability in respect of any Warranty Claim: to the extent that any specific allowance, specific provision or specific r made in the Completion Accounts in respect of the matter or circumsta to the Warranty Claim; to the extent that such liability would not have arisen but for any volun omission of the Company carried out after Completion which the Buyer reasonably to have known would give rise to such liability and where a course of action was available to the Company but excluding any act: (i) carried out pursuant to a final, non-appealable orderlegally binding obligation of the Comp or entered into on or before Completion; provided that, for the avoidance of doubt, this Section 8.3(cor (ii) shall not limit the T-Mobile Parties’ obligations pursuant to pay an obligation imposed by any interest, fees, costs Law or expenses that may become payable any reporting practice or requirement in force at Completion; to the Seller pursuant to Section 2.1(b)(ii), including extent that such liability arises as a result of any increase in connection rate after Completion with retrospective effect or of any change in Law (incl decision of any court or tribunal) or any published practice or concessio 8.2 The Sel written notice of such the failure to pay nature of the Purchase Price when due hereunderClai (a) ollowing (b) in the period 8.3 The ag n together shall be 8.4 The Bu (a) Claim unless anty Claims) e recoverable (b) Claim unless liability for of such T]. 8.5 The Sel (a) eserve was nce giving rise (b) tary act or knew or ought n alternative any incurred or accounting (c) s of Tax made ▇▇▇▇▇ a n of any Tax (d) The to the extent that such liability arises as a result of any change after Completion in the bases, methods or policies of accounting of the Company save where such change is made to comply with generally accepted accounting practice or the published practice of any Tax Authority. 8.6 Where the Buyer or the Company is, at the time of the Buyer notifying a Warranty Claim, entitled to recover under a policy of insurance in respect of the matter giving rise to such Warranty Claim, the Buyer shall take, and shall procure that the Company shall take, all reasonable steps to make such recovery. If the Buyer or the Company recovers an amount from a policy of insurance, the amount of any Losses for which an Indemnified Party claims indemnification under this Agreement the relevant Warranty Claim shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect amount recovered less all reasonable costs, charges and expenses incurred in, or as a result of, the recovery. ng Completion, the Buyer shall have no right to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by rescind this Agreement are unique and each e of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law fraud or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementfraudulent misrepresentation.

Limitations. (a) In no event The Buyer Indemnified Parties shall the Seller have liability under Section 8.2(a)(i) not be permitted to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise enforce any claim for indemnification pursuant to this Agreement until the aggregate of all Buyer Indemnified Parties' claims for indemnification exceed the Purchase Price amount of $15,000 (or portion thereof) actually received the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Seller pursuant to this AgreementBuyer Indemnified Parties, the total amount of the claims, including the Buyer Threshold Amount, may be pursued or recovered against the Sellers. (b) In no event The Seller Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement until the T-Mobile aggregate of all Seller Indemnified Parties’ aggregate liability under this Article 8 ' claims for indemnification pursuant to such sections exceed the Purchase Priceamount of $15,000 (the "Seller Threshold Amount"). Once claims in excess of the Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of the claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided provided, however, that the maximum liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement shall in no event exceed Twenty Five Thousand Dollars ($25,000). Nothing in this Section 6.2(b) shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Indemnified Parties' claims for indemnification pursuant to Section 2.1(b6.1(b)(iii). (c) Notwithstanding any other provisions of Claims for indemnification made under this Agreement, in no event shall any Party Agreement may be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless made during the period from the Closing Date until the first anniversary of the theory of recoveryClosing Date; provided, provided however, that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller claims pursuant to Section 2.1(b)(ii), including in connection 6.1(b)(iii) may be made at any time after the failure to pay the Purchase Price when due hereunderClosing Date. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, Article Six shall be the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all exclusive rights and remedies available to them at law or in equity in of the event of any breach or default by the other Parties under this AgreementBuyer and Seller.

Limitations. (a) In no event The Buyer Indemnified Parties shall the Seller have liability under Section 8.2(a)(i) not be permitted to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise enforce any claim for indemnification pursuant to this Agreement until the aggregate of all Buyer Indemnified Parties' claims for indemnification exceed the Purchase Price amount of $25,000 (or portion thereof) actually received the "Buyer Threshold Amount"). Once claims in excess of the Buyer Threshold Amount have been asserted by the Seller Buyer Indemnified Parties, the total amount of the claims, including the Buyer Threshold Amount, may be pursued or recovered against the Sellers; provided, however, that the maximum liability of -------- ------- the Sellers for indemnification pursuant to this AgreementAgreement shall in no event exceed the Escrow Amount. (b) In no event The Seller Indemnified Parties shall not be permitted to enforce any claim for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement until the T-Mobile aggregate of all Seller Indemnified Parties’ aggregate liability under this Article 8 ' claims for indemnification pursuant to such sections exceed the Purchase Priceamount of $25,000 (the "Seller Threshold Amount"). Once claims in excess of the Seller Threshold Amount have been asserted by the Seller Indemnified Parties, the total amount of the claims pursuant to such sections, including the Seller Threshold Amount, may be pursued or recovered against the Buyer; provided provided, however, that the maximum -------- ------- liability of the Buyer for indemnification pursuant to Sections 6.1(b)(i) and (ii) of this Agreement shall in no event exceed Two Hundred Thousand Dollars ($200,000). Nothing in this Section 6.2(b) shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Indemnified Parties' claims for indemnification pursuant to Section 2.1(b6.1(b)(iii). (c) Notwithstanding any other provisions of Claims for indemnification made under this Agreement, in no event shall any Party Agreement may be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless made during the period from the Closing Date until the first anniversary of the theory of recoveryClosing Date; provided, provided however, that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller claims pursuant to Section 2.1(b)(ii), including in connection 6.1(b)(iii) may be made -------- ------- at any time after the failure to pay the Purchase Price when due hereunderClosing Date. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, Article Six shall be the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all exclusive rights and remedies available to them at law or in equity in of the event of any breach or default by the other Parties under this AgreementBuyer and Seller.

Limitations. The indemnification obligations pursuant to Section 12.02 shall become operative only after the aggregate amount of Damages of the Buyers Indemnified Parties (acollectively, “Buyers Damages”) In no event exceeds Two Hundred Thousand Dollars ($200,000) (the “Deductible”), at which point the Sellers and RWD Canada shall the Seller have liability become liable under Section 8.2(a)(i) this Article XII to the extent a breach of a representation or warranty results from, relates that the Buyers Damages exceed the Deductible (except that Buyers Damages as to or arises out which the Deductible is inapplicable as provided below shall be subject to indemnification immediately). The obligation of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise Sellers and RWD Canada for Buyers Damages pursuant to this Agreement Section 12.02 shall not exceed Three Million Dollars ($3,000,000) (the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price“Cap”); provided provided, however, that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect notwithstanding anything herein to the payment of contrary, the Purchase Price, including Deductible and the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) Cap shall not apply to any damages awarded claim relating to Buyers Damages resulting from (i) the fraud or willful misconduct or criminal activities of the Sellers, RWD Canada, RWD Colombia or the Equity Owners, (ii) a third party breach by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any representations and warranties set forth in Sections 5.01 (Organization and Good Standing; Subsidiaries), 5.02 (Execution and Effect of Agreement), 5.07(b) (Tangible Personal Property; Title to Acquired Assets), 5.14 (Taxes), 5.16 (Environmental Matters), 5.19 (Employee Benefit Plans; ERISA) and 5.28 (No Brokers); (iii) any intentional breaches by the Sellers, RWD Canada, RWD Colombia or the Equity Owners of any pre-Closing covenants pursuant to a finalArticle VIII; (iv) any intentional breaches by the Sellers, nonRWD Canada, RWD Colombia or the Equity Owners of any post-appealable orderClosing covenants pursuant to Article IX; provided that, for the avoidance of doubt, this Section 8.3(c(v) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller indemnification pursuant to Section 2.1(b)(ii12.05 (Tax Indemnification); (vi) the Excluded Liabilities, (vii) claims related to the Employee Benefit Plans and Foreign Plans to the extent assumed by the Buyers as a result of applicable Law, (viii) any Updated Disclosure, (ix) noncompliance with any bulk transfer, bulk sales or similar Law, or (x) any indemnification claims pursuant to Sections 12.02(c), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses 12.02(f), 12.02(g), and 12.02(i). Any liability for which an Indemnified Party claims indemnification under this Article XII will be determined without duplication of recovery because a state of facts giving rise to the Damages constitutes a breach of more than one representation, warranty, covenant or agreement hereunder. Buyers’ post-closing indemnification rights under this Agreement shall will not be reduced by: (i) limited or otherwise affected by any insurance proceeds actually received knowledge obtained by any Buyer, at any time before the Indemnified Party closing, with respect to such Losses (net of any increases inaccuracy in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the PartiesSellers’, RWD Canada’s, RWD Colombia’s or any Equity Owners’ representations and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementwarranties.

Limitations. (a) In Notwithstanding the provisions of this Article 9 or Section 7.5 (but subject to the provisions of Sections 9.6(c), 9.6(d) and 9.6(e) relating to the reduction of the Indemnity Escrow Fund, the proportional reduction of the MDP Stockholder’s obligations hereunder, and the proportional reduction of each Management Indemnitor’s obligations hereunder, respectively): (i) except in respect of Fundamental Representations, no Indemnitee shall be entitled to indemnification pursuant to Section 9.2(a) or 9.3(a) (as applicable) for Losses resulting from any single claim that does not exceed $75,000; (ii) except in respect of Fundamental Representations, no Indemnitee shall be entitled to indemnification pursuant to Section 9.2(a) or 9.3(a) (as applicable) unless and until the total of all Losses suffered or incurred by the Indemnitee exceeds an amount equal to $21,062,500, and then only to the extent of such excess; (iii) in no event shall the Seller have liability under Section 8.2(a)(i) aggregate amount to be paid for Losses and Tax Losses incurred by the extent a breach of a representation or warranty results fromStockholder Indemnitees, relates to or arises out of on the T-Mobile Parties’ breach of the Existing Lease one hand, or the use or operation Parent Indemnitees and Parent Tax Indemnitees, on the other hand, for which such Indemnitees (including, as applicable any Parent Tax Indemnitee) is entitled to indemnification under this Agreement exceed $125,000,000 (the “Cap”), and, for the avoidance of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In doubt, in no event shall (A) the SellerOther Stockholders’ aggregate liability under this Agreement exceed the Indemnity Escrow Amount, (B) the MDP Stockholder’s aggregate liability under this Article 8 Agreement exceed the MDP Stockholder’s Indemnity Percentage multiplied by the Cap, or otherwise pursuant to (C) any Management Indemnitor’s aggregate liability under this Agreement exceed the Purchase Price amount set forth opposite such Management Indemnitor’s name on Annex B. (or portion thereofiv) actually received in no event shall the amount to be paid by the Seller pursuant MDP Stockholder in respect of any claim for indemnification under this Agreement exceed the MDP Stockholder’s Indemnity Percentage of the amount of such claim; (v) in no event shall the amount to be paid by any Other Stockholder in respect of any claim for indemnification under this AgreementAgreement exceed such Other Stockholder’s Indemnity Percentage of the amount of such claim; and (vi) in no event shall the amount to be paid by any Management Indemnitor in respect of any claim for indemnification under this Agreement exceed such Management Indemnitor’s Indemnity Percentage of the amount of such claim. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event any party hereto be liable for, nor shall the foregoing limitation definition of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, Losses and Tax Loss include (other than with respect to the payment amounts actually paid in respect of third party claims), any indirect, incidental, special, consequential, punitive or exemplary damages, including loss of future revenue, income or profits, or loss of business reputation or opportunity (provided that none of the Purchase Priceforegoing shall include diminution in value), including arising out of a breach in this Agreement, even if advised at the remedies time of breach of the Seller set forth in Section 2.1(b)possibility of such damages. (c) Notwithstanding any other provisions of this Agreement, in In no event shall the MDP Stockholder, any Party Other Stockholder or any Management Indemnitor be liable under this Agreement for any Losses that are lost profits, consequential, exemplary, special, incidental Loss or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable Tax Loss to the Seller pursuant extent an adequate provision or reserve for such Loss or Tax Loss was established in the Financial Statements (and in the case of a Tax Loss, specifically identified in the related Tax reserve work papers) or the matter giving rise to Section 2.1(b)(ii), including such Loss or Tax Loss was otherwise addressed in connection the failure to pay the Purchase Price when due hereunderClosing Funds Certificate. (d) The amount of In no event shall the MDP Stockholder, any Losses Other Stockholder or any Management Indemnitor be liable for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: any Loss (i) that was caused by or results directly from any insurance proceeds actually received failure by Parent and its affiliates (including, following the Indemnified Party Closing, the Surviving Corporation and its subsidiaries) to exercise commercially reasonable efforts to mitigate such Loss, or (ii) that is primarily a potential or unrealized Loss or Tax Loss (until such Loss or Tax Loss is realized (subject to the last sentence of Section 9.1)). Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, indemnification for breach of any representation or warranty contained in Section 3.18 shall be limited to Losses incurred with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Pre-Closing Tax Periods. (e) Each The amount of any Loss or Tax Loss for which indemnification is provided under this Article 9 shall be reduced to reflect: (1) any amount received by such Indemnitee (or, as applicable, the Parties acknowledges and agrees that Surviving Corporation or any of its subsidiaries) with respect thereto under any insurance coverage (other than self insured or other policies to the Seller Licenses and extent to which any such policy allocates the transactions contemplated by this Agreement are unique and each cost of any recovery to the Seller and Indemnitee or its affiliates (including, as applicable, the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with Surviving Corporation or any of its termssubsidiaries)) or from any other person alleged to be responsible therefore, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject 2) associated Tax reductions actually realized with respect to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementLosses.”

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) Notwithstanding any provision of this Agreement to the extent a breach of a representation or warranty results fromcontrary, relates the Stockholder shall have no obligation to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability indemnify any Buyer Indemnitee under this Article 8 5 or otherwise pursuant to pay damages in respect of contract or other claims arising under this Agreement exceed or any other Transaction Document unless the Purchase Price Buyer Indemnitees have suffered indemnifiable Losses hereunder in an aggregate amount attributable to all Claims in excess of One Million Five Hundred Thousand Dollars (or portion thereof$1,500,000) actually received by (the Seller pursuant "Threshold"). Once the aggregate amount of indemnifiable Losses hereunder exceeds the Threshold, the Buyer Indemnitees shall be entitled to this Agreementrecover the full amount of all such Losses in excess of the Threshold. (b) In no event shall Notwithstanding any provision of this Agreement to the T-Mobile Parties’ contrary, the maximum aggregate liability of the Stockholder to the Buyer Indemnitees for all claims arising under this Article 8 exceed Agreement and the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment other Transaction Documents equals ten percent (10%) of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any provision of this Agreement to the contrary, neither Mirant, Buyer nor Note Buyer shall have any obligation to indemnify any Stockholder Indemnitee under this Article 5 or to pay damages in respect of contract or other provisions claims arising under this Agreement or any other Transaction Document unless the Stockholder Indemnitees have suffered indemnifiable Losses hereunder in the aggregate amount attributable to all Claims in excess of the Threshold; provided, however, that Mirant's, Buyer's and Note Buyer's obligations to indemnify any Stockholder Indemnitee for any Losses arising from for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of Mirant, Buyer and Note Buyer to pay, the Purchase Price under this Agreement, shall not be subject to the Threshold. Subject to the foregoing proviso, once the aggregate amount of Losses exceeds the Threshold, the Stockholder Indemnitees shall be entitled to recover the full amount of Losses in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless excess of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderThreshold. (d) The amount Notwithstanding any provision of any Losses this Agreement to the contrary, the maximum aggregate liability of Mirant, Buyer and Note Buyer to the Stockholder Indemnitees for which an Indemnified Party all claims indemnification arising under this Agreement and the other Transaction Documents equals ten percent (10%) of the Purchase Price; provided, however, that Mirant's, Buyer's and Note Buyer's liability for any breach of this Agreement by Mirant, Buyer or Note Buyer of their obligation to pay, or directly or indirectly resulting in the failure of both Mirant, Buyer and Note Buyer to pay, the Purchase Price shall not be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect subject to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)limitation. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party No Indemnitee shall be entitled to an injunction indemnification under this Article 5 for Losses (i) directly or injunctions to prevent indirectly caused by a willful or restrain breaches negligent act of such Indemnitee or threatened breaches a breach by such Indemnitee of any representation, warranty, covenant or other agreement set forth in this Agreement or any duty to the potential Indemnitor or (ii) covered by insurance proceeds from insurance owned and paid for by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance withStockholder, the covenants and obligations of Companies, the other (as applicable). Each Party agrees that it will not oppose Holding Subsidiaries, the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law Partnership or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of their respective Affiliates prior to the PartiesClosing, and each of to the Parties expressly reserve any and all rights and remedies available extent that the Buyer Indemnitees actually receive such insurance proceeds to them at law or in equity in the event of any breach or default by the other Parties under this Agreementcover such Losses.

Limitations. (a) In no event Seller shall not have any obligation to indemnify the Seller have liability Buyer Indemnitees from and against any Damages under Section 8.2(a)(i8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or portion thereofintentional misrepresentation; provided, however, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(b) actually received by or Section 6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or the Seller pursuant to this Agreementrepresentations and warranties in Sections 3.1, 3.2 , 3.9, 3.17, and 3.22. (b) In no event Buyer shall not have any obligation to indemnify the T-Mobile Parties’ aggregate liability Seller Indemnitees from and against Damages under this Article 8 exceed Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price; provided that Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in no event shall excess of the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment first one percent (1%) of the Purchase Price, including the remedies ) and such indemnification obligation shall not exceed fifteen percent (15%) of the Seller set forth Purchase Price except in Section 2.1(b)the case of fraud or intentional misrepresentation; provided, however, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 4.1, 4.2 and 4.6. (c) Notwithstanding The rights of the Indemnified Parties under this Article VIII 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, Seller and its assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provisions provision of this Agreement, in no event nothing herein shall limit any claim of any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental remedies at law or punitive damages, in equity for fraud or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderintentional misrepresentations. (d) The amount of any Losses for which Damages recoverable by an Indemnified Party claims indemnification under this Agreement Article VIII shall be reduced by: (i) by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance proceeds actually carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Damages. (e) Each of Notwithstanding anything to the Parties acknowledges and agrees contrary contained in this Agreement, following a determination that the Seller Licenses and Indemnifying Party is obligated to indemnify the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition Indemnified Party pursuant to all other remedies available at law Sections 8.1(a) or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable8.2(a), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such the deductible amounts set forth in Sections 8.5 (a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to enforce specifically the terms term(s) “material” or “Material Adverse Effect” in each instance where the effect of including such term(s) would be to make such representation and provisions of this Agreement shall not warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be required to provide any bond or other security in connection with any expected to,” “could have” and similar restrictions and qualifiers) were deleted from such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, representations and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementwarranty).

Limitations. Notwithstanding anything to the contrary contained in this Agreement, the liabilities and obligations of Seller and Buyer asserted under Article IX of this Agreement shall be subject to the following limitations: (ai) In no event Seller and Buyer each shall not be responsible to the Buyer Indemnified Parties and the Seller have liability under Section 8.2(a)(i) to the extent a Indemnified Parties, respectively, for any misrepresentation or breach of a representation or warranty results fromcontained in this Agreement (which representation and warranty, relates for purposes of this Article IX, shall be read as if it did not contain any materiality qualifications) until the cumulative aggregate amount of all Losses and Litigation Expenses for which it would otherwise be obligated to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability pay under this Article 8 IX exceeds US$250,000 (after taking into account any payments made directly or otherwise pursuant indirectly to this Agreement the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments), whereupon such party shall be liable to the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, only to the extent and in the amount by which the Losses and Litigation Expenses exceed US$250,000 (after taking into account any payments made directly or indirectly to the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments); provided, however, Seller shall be responsible to the Buyer Indemnified Parties for the first dollar of any Losses and Litigation Expenses arising out of any misrepresentation or breach of a representation or warranty contained in Sections 3.9, 3.10.1, 3.10.2, 3.10.4, 3.10.5, 3.10.11, 3.10.12, 3.11 or 3.12. (ii) The aggregate amount of the obligations and liabilities of Seller under Article IX hereof for Losses and Litigation Expenses shall not exceed the Purchase Price (aggregate consideration received or portion thereof) actually to be received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable except for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount and Litigation Expenses arising out 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 (net misrepresentations or breach of any increases a representation or warranty contained in premiums Sections 3.9, 3.10.1, 3.10.2, 3.10.4, 3.10.5, 3.10.11, 3.10.12, 3.11 or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)3.12. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. Notwithstanding anything to the contrary herein, the aggregate liability of the Indemnifying Stockholders for Damages under this Article VI shall not exceed the product of the aggregate Escrow Shares multiplied by the Buyer Stock Price; PROVIDED THAT for claims pursuant to Section 6.1 relating to a breach of the representations and warranties set forth in Sections 2.1 (Organization, Qualification and Corporate Power), 2.2 (Capitalization), 2.3 (Authorization of Transaction), 2.5 (Subsidiaries), 2.9 (Tax Matters), 2.13 (Intellectual Property), 2.17 (Powers of Attorney) and 2.23 (Environmental Matters) (and the portion of the Company Certificate relating thereto) and the indemnification commitment stated in Section 6.1(b), the aggregate liability of the Indemnifying Stockholders for Damages shall not exceed the product of the aggregate Merger Shares actually delivered to the Company Stockholders (treating Escrow Shares delivered to the Escrow Agent as being actually delivered to the Company Stockholders), including shares the Buyer is obligated to issue pursuant to vested options at the Effective Time, multiplied by the Buyer Stock Price. The Buyer shall not attempt to collect any Damages directly from the Indemnifying Stockholders unless and to the extent that the Damages exceed the aggregate value of the product of the remaining Escrow Shares held in escrow pursuant to the Escrow Agreement multiplied by the Buyer Stock Price. (a) In no event Notwithstanding anything in this Article VI to the contrary, the Indemnifying Stockholders shall the Seller have liability under Section 8.2(a)(i) be liable hereunder only if and to the extent a breach the aggregate amount of a representation all Damages hereunder exceed $200,000 (i.e. if the total amount of such damages exceeds $200,000 then the Indemnifying Party is only liable for the amount that exceeds $200,000); PROVIDED, HOWEVER that any costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby which pursuant to Section 4.8 are to be paid from the Escrow Amount shall not be subject to this Section 6.4(a) limitation and shall be collectible in full from the Escrow Amount; provided further, that any costs and expenses (including legal fees and expenses incurred in connection with the indemnification commitment stated in Section 6.1(b) shall not be subject to this Section 6.4(a) limitation. (b) Except with respect to claims based on fraud, willful misconduct or warranty results fromgross negligence, relates to or arises out from and after the Closing the rights of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Indemnified Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 VI shall be the exclusive procedure with respect to claims resulting from or otherwise pursuant relating to this Agreement exceed the Purchase Price (any misrepresentation, breach of warranty or portion thereof) actually received by the Seller pursuant failure to perform any covenant or agreement contained in this Agreement. (bc) In no event No Indemnifying Stockholder shall have any right of contribution against the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, Company or the Seller’s remedies, Surviving Corporation with respect to any breach by the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount Company 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 (net of any increases in premiums its representations, warranties, covenants or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)agreements. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. No indemnification pursuant to section 12.01(a) of this Agreement, nor any indemnification of Recipient Damages described in section 12.01 of this Agreement, shall be payable by Jaso▇ ▇▇ Purchasers (aor Deltak, Brad▇▇ ▇▇ a Subsidiary) In no event shall unless and until the Seller have liability under Section 8.2(a)(isum of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), exceed 1% of the sum of the Deltak Purchase Price, the Brad▇▇ ▇▇▇chase Price, and the Subsidiaries Purchase Price (the "Aggregate Price") (the "Basket"). At such time that the aggregate amount of Purchaser's Damages pursuant to section 12.01(a) of this Agreement and Recipient Damages in excess of the Recipient Damages Cap exceeds the Basket, Jaso▇ ▇▇▇ll be liable to the extent relevant Purchaser (or Deltak, Brad▇▇ ▇▇ a breach Subsidiary) only for such of a representation or warranty results from, relates to or arises out Purchaser's Damages and/or Recipient Damages in excess of the T-Mobile Parties’ breach Recipient Damages Cap, net of any related insurance proceeds received by either Purchaser (or Deltak, Brad▇▇ ▇▇ a Subsidiary), which exceed the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunderBasket. In no event shall the Seller’s aggregate liability under this Article 8 Jaso▇ ▇▇ required to indemnify either Purchaser (or otherwise Deltak, Brad▇▇ ▇▇ a Subsidiary) for Purchaser's Damages pursuant to section 12.01(a) of this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that Recipient Damages in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment excess of the Purchase Price, including the remedies Recipient Damages Cap in excess of the Seller amount equal to 10% of the Aggregate Price. Notwithstanding the foregoing, the limitations set forth in Section 2.1(b). (c) Notwithstanding this section 12.03 shall not apply to claims based upon a breach of sections 7.01, 7.02, 7.03 or 7.04 hereof or upon any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless breach of the theory of recoveryrepresentations or warranties contained in section 7.24 which relate to Income Taxes. Notwithstanding the foregoing, provided that the limitations set forth in this Section 8.3(c) section 12.03 shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount willful breach 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 (net of any increases in premiums representation or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)warranty. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall 16.3.1 The Seller is not liable to pay indemnification against any Loss caused by a change in legislation after Closing, or the Residual Closing, as the case may be, which has retrospective effect, or by voluntary actions taken or omissions made by the Buyer or the Company after Closing, or the Residual Closing, as the case may be, other than actions taken in the ordinary course of business or pursuant to a legally binding commitment created on or before Closing, or the Residual Closing, as the case may be, by the Seller have liability under Section 8.2(a)(i) or the Company or other than to comply with mandatory Law or an obligation on the Company. 16.3.2 The Seller is not liable to pay indemnification against any Loss to the extent that a breach of a representation specific and identifiable provision has been made for that Loss in the Closing Statement. 16.3.3 The Seller is not to pay indemnification for any indirect or warranty results fromconsequential Loss. 16.3.4 The Seller is not liable for the Buyer's Loss unless: (i) each Loss exceeds USD 500,000 (the “De Minimis Threshold”), relates to or arises out and in that case, the Seller is liable for the full amount; and (ii) the total amount of the T-Mobile Parties’ breach Buyer's Losses, each exceeding the De Minimis Threshold, amounts to at least USD 4,000,000 (the “Basket”), and in that case, the Seller is liable for the whole amount of such Losses and not merely for the amount in excess of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price Basket (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(btipping basket). 16.3.5 The Seller's maximum aggregate liability for Claims in respect of any Loss is USD 15,000,000 (c) Notwithstanding any other provisions of this Agreementthe “Cap”). 16.3.6 The De Minimis Threshold, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) Basket and the Cap shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, breach of the Fundamental Warranties. 16.3.7 The Seller is not liable for the avoidance of doubtBuyer’s Loss if the Buyer fails to provide a Claim Notice to the Seller no later than the first Business Day after 18 (eighteen) months after the Closing Date. 16.3.8 Notwithstanding clause 16.3.7, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations Seller's obligation to pay any interest, fees, costs or expenses that may become payable to amounts of indemnification under clauses 1 (Title) and 2 (Authority) will not expire until 3 (three) months after the Seller pursuant to Section 2.1(b)(ii), including in connection expiry of the failure applicable statute of limitation and the Seller's obligation to pay any amounts of indemnification under clause 4 (Tax) of Schedule 13.1 will not expire until 3 (three) months after the Purchase Price when due hereunderexpiry of the statute of limitation under which claims of competent Tax authorities may be raised against the Company. (d) 16.3.9 The amount Buyer cannot raise Claims against the Seller’s Representatives and/or of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) any insurance proceeds actually received Representatives of the Share Sale Company or Asset Sale Company as a result of a Breach by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Seller. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event Seller shall not be required to indemnify any Buyer Indemnified Party under Section 8.1 for breaches of representations and warranties until the Damages, individually or in the aggregate, incurred by the Buyer Indemnified Parties under Section 8.1 exceed $250,000 (the “Seller De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Buyer shall accumulate until such time or times that such accumulated Damages incurred by the Buyer Indemnified Parties exceed the Seller have liability under De Minimis, whereupon the Buyer Indemnified Parties shall be entitled to indemnification from Seller as provided in Section 8.2(a)(i) to 8.1 for all such Damages incurred by the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation Buyer Indemnified Parties in excess of the Seller Licenses by De Minimis. Notwithstanding the T-Mobile foregoing, Seller shall not be required to indemnify the Buyer Indemnified Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreementfor any amount of Damages in excess of $3,800,000. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Buyer shall not be required to provide indemnify any bond Seller Indemnified Party under Section 8.2 for breaches of its representations and warranties until the Damages, individually or other security in connection with any the aggregate, incurred by Seller Indemnified Parties under Section 8.2 exceed $250,000 (the “Buyer De Minimis”); it being agreed and understood that all Damages for breaches of representations and warranties incurred by Seller Indemnified Parties shall accumulate until such order time or injunctiontimes that such accumulated Damages incurred by Seller Indemnified Parties exceed the Buyer De Minimis, whereupon the Seller Indemnified Parties shall be entitled to indemnification from Buyer as provided in Section 8.2 for all such Damages incurred by the Seller Indemnified Parties in excess of the Buyer De Minimis. The foregoing Notwithstanding the foregoing, Buyer shall not be deemed required to be or construed as a waiver or election indemnify Seller Indemnified Parties for any amount of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event Damages of any breach or default by the other Parties under this Agreementkind in excess of an aggregate amount equal to $3,800,000.

Limitations. (a) In no event The Purchaser shall the Seller have liability under Section 8.2(a)(i) not be entitled to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability recover under this Article 8 or otherwise pursuant XII for Losses suffered by it under Section 12.2(a)(i) until the aggregate amount that the Purchaser Indemnitees are entitled to this Agreement recover in respect of all such claims exceeds $150,000 (the “Company Threshold”); provided, that upon such time as such Losses exceed the Purchase Price (or portion thereof) actually received Company Threshold, the Purchaser Indemnitees shall be entitled to recover in respect of all Losses and; provided, further, that the Company Threshold shall not apply with respect to Losses incurred by the Seller pursuant Purchaser Indemnitees arising in respect of claims for misrepresentations and breach of warranties relating to this AgreementSections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the first sentence of Section 4.11 ;provided, however, that. (b) In no event shall The Company and the T-Mobile Parties’ aggregate liability Stockholders may satisfy any payment obligation arising under this Article 8 XII by transferring to the appropriate Purchaser Indemnitee shares of the Purchaser’s Common Stock received hereunder on the date that such payment becomes due (such date, the “Payment Date”). When payment is made by transferring the Purchaser’s Common Stock, the shares shall be valued at their fair market value on the Payment Date. If the shares are traded on any national exchange or quoted on any Nasdaq market, the shares shall be valued at their closing price on the Payment Date; or if no closing price is reported the average of the closing offering and bid prices on the Payment Date. If the shares are not traded on a national exchange or quoted on a Nasdaq market, the Purchaser and the Company and/or the Stockholders, as the case may be, shall attempt to agree upon a fair market value as of the Determination Date for the shares within 20 days after the payment is due. If such parties are not able to agree upon a value within such 20-day period, each such party (for purposes hereof, with the Company and the Stockholders, to the extent applicable, being one party) shall, within five days after the expiration of the 20-day period referred to above, engage an accounting firm or appraiser experienced in valuing shares of private companies (an “Appraiser”), and those two Appraisers shall engage a third Appraiser. The Purchaser, the Company and Stockholders shall promptly provide all three Appraisers with any information that they request, and the three Appraisers shall attempt to agree in good faith upon a valuation within 60 days after the third Appraiser shall be selected. If the three Appraisers cannot agree upon a valuation, the value shall be the average of the individual valuations of the Appraisers. The fees and expenses of each Appraiser appointed by a party hereto shall be borne by the appointing party and the fees and expenses of the third Appraiser appointed shall be shared equally by the parties (for purposes hereof, the Company and the Stockholders shall be one party). Notwithstanding anything to the contrary herein, the liability of the Company pursuant to this Article XII shall not exceed the Purchase Price; provided 24,219 shares of Purchaser’s Common Stock and the liability of the Stockholders pursuant to this Article XII shall not exceed 900,000 shares plus any shares or amounts actually received pursuant to Section 2.1(a)(iv) through 2.1(a)(vii) hereof, so that in no event shall once the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, Company or the Seller’s remediesStockholders, as the case may be, have transferred such shares and, in the case of the Stockholders, any such amounts, such party will have no further liability hereunder; provided, however, that with respect to claims for misrepresentations and breach of warranties relating to Sections 4.1, 4.2, 4.4, 4.18, 4.23, 5.1, 5.2, 5.3 and the payment first sentence of Section 4.11, the maximum liability of the Purchase Price, including Company shall be increased so as to include an amount equal to the remedies of the Seller set forth in Section 2.1(b)Cash Portion. (c) Notwithstanding any other provisions No limitation or condition of liability provided in this Agreement, in no event Article XII shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded misrepresentation or breach of warranty contained herein if such misrepresentation or breach of warranty was made willfully or with intent to a third party pursuant to a final, non-appealable order; provided that, for deceive. For purposes of calculating the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security incurred in connection with any such order misrepresentation, breach of warranty or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event nonfulfillment of any breach covenant or default by the other Parties under this Agreementagreement, any disclosures made pursuant to Sections 7.2, 7.6 and 8.2 shall be disregarded.

Limitations. (a) In Notwithstanding anything herein to the contrary, except in the case of willful misrepresentation with intent to defraud (“Fraud”): (i) Parent shall not be liable to any Buyer Indemnified Parties for any matters contained in Section 10.1(a) with respect to any single event or series of related events unless and until the aggregate amount of all Buyer Losses exceeds One Hundred Thousand Dollars ($100,000) (the “Basket”), and then only for the amount by which the aggregate amount of Buyer Losses exceeds the Basket (such excess, “Buyer Covered Losses”); (ii) Buyer shall not be liable to any Parent Indemnified Parties for any matters contained in Section 10.2(a) with respect to any single event or series of related events unless and until the aggregate amount of all Parent Losses exceeds the Basket, and then only for the amount by which the aggregate amount of Parent Losses exceeds the Basket (such excess, “Parent Covered Losses”); (iii) in no event shall the Seller have Parent’s aggregate liability under Section 8.2(a)(i) to Buyer Indemnified Parties for Buyer Covered Losses with respect to the extent a breach of a representation or warranty results from, relates to or arises out of matters contained in Section 10.1(a) exceed Ten Million Dollars ($10,000,000) (the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In “Cap”); and (iv) in no event shall the SellerBuyer’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement Parent Indemnified Parties for Parent Covered Losses with respect to the matters contained in Section 10.2(a) exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementCap. (b) In no event The Parent Losses or Buyer Losses, as the case may be (“Losses”), suffered by any Indemnified Party shall be calculated after giving effect to any amounts covered by third parties or recovered under insurance policies (it being understood and agreed that the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that Indemnified Parties are not obligated to seek insurance recoveries in no event shall the foregoing limitation respect of liability apply Losses to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect be indemnified hereunder) and all associated Tax benefits to the Indemnified Party realized in the taxable year in which the Loss was incurred. If any insurance proceeds or other recoveries from third parties are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the Purchase Priceclaims to which such insurance proceedings or third party recoveries relate, including appropriate refunds shall be made promptly to the remedies Indemnifying Party regarding the amount of the Seller set forth in Section 2.1(b)such indemnification payment. (c) Notwithstanding anything herein to the contrary, any other provisions of liability for indemnification under this Agreement, in no event shall any Party Agreement will be liable determined without duplication for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless recovery because of the theory state of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable facts giving rise to the Seller pursuant to Section 2.1(b)(ii)Damages constitutes a breach of more than one representation, including in connection the failure to pay the Purchase Price when due hereunderwarranty or covenant herein. (d) The amount of any Buyer Losses for which an Indemnified Party claims indemnification under this Agreement Parent shall be reduced by: (i) any insurance proceeds actually received by liable hereunder shall be determined net of specific reserves established in anticipation of the Indemnified Party with respect circumstances giving rise to such Buyer Losses (net and included in the calculation of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Final Net Book Value. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, and therefore agrees thatTO THE MAXIMUM EXTENT PERMITTED BY LAW, in addition to all other remedies available at law or in equityFROM AND AFTER THE EFFECTIVE TIME, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable)NO PARTY SHALL BE LIABLE FOR SPECIAL OR PUNITIVE DAMAGES RELATING TO ANY BREACH OF THIS AGREEMENT; PROVIDED, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofHOWEVER, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementTHAT THE FOREGOING SHALL NOT RELIEVE AN INDEMNIFYING PARTY OF ITS OBLIGATION TO INDEMNIFY ANY INDEMNIFIED PARTY TO THE EXTENT ANY SUCH DAMAGES ARE INCLUDED IN A FINAL LOSS FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitations. 8.8.1 To the extent that a claim under this clause 8 (aTax indemnity) In no event shall refers to any Group Company in which the Seller have liability holds (directly or indirectly) less than one hundred (100) per cent of the shares or interest as of Closing, the indemnification obligations under Section 8.2(a)(ithis clause 8 (Tax indemnity) shall be limited pro rata to the Seller’s participation in the shares or interests of such Group Company. 8.8.2 Any claims of the Purchaser under this clause 8 (Tax indemnity) shall be time-barred upon expiration of a period of six months after the respective Pre-Effective Date Tax has become final, binding and un-appealable (formell und materiell bestandskräftig). The Seller’s rights under this clause 8 shall not become time-barred prior to six months after the Seller has been notified in writing about its payment claim under this clause 8 (Tax indemnity). In any event, the claims of the Purchaser and the Seller under this clause 8 shall become time-barred at the latest 5 (five) years following the Closing Date. 8.8.3 If the Purchaser fails to comply with any of its obligations under this clause 8 (Tax indemnity), the Seller shall not be liable under this clause 8 (Tax indemnity) unless and to the extent a such non-compliance or such breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of did not (i) substantially prejudice the Seller Licenses by in its capability to avoid the Tcorresponding Pre-Mobile Effective Date Tax to be indemnified under this clause 8 or (ii) result in or increase the Pre-Effective Date Tax to be indemnified under this clause 8 (Tax indemnity). 8.8.4 The Parties or their Affiliates thereunder. In no event shall agree that the limitations set forth in clauses 7.2 (De Minimis, Threshold) and 7.3 (Overall scope of Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereofagreement) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability also apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect regard to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each liability of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in Purchaser under this clause 8 (Tax indemnity), provided that the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party applicable De Minimis Amount shall be entitled EUR 30,000.00 (in words: thirty thousands euros) and no Threshold will be applicable with regard to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations liability of the other (as applicable). Each Party agrees that it will not oppose Seller and the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties Purchaser under this Agreementclause 8 (Tax indemnity).

Limitations. (a) In no event The indemnification and reimbursement obligations hereunder shall expire 18 months after the Seller have liability under Section 8.2(a)(iClosing Date (the “Expiration Date”), except (a) as to any claims for, or any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, lien, Tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the extent a breach of a representation Indemnitor has received written notice from the Indemnitee on or warranty results frombefore the Expiration Date and (b) with respect to Taxes, relates to or arises out the Expiration Date shall be 90 days after expiration of the T-Mobile Parties’ breach latest statute of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant limitations applicable to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreementsuch Taxes. (b) In no event The Buyer and the other persons or entities indemnified by Seller shall not assert any claim for indemnification hereunder against the T-Mobile Parties’ Seller unless such claims exceeds $10,000 individually and until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such persons shall exceed $50,000 (the “Indemnification Threshold”). The aggregate liability of the Seller in connection with the indemnification obligations under this Article 8 VII shall not exceed $2,000,000 (including any indemnification claim paid through the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth Escrow in Section 2.1(b1.04(b)) for all claims for indemnification, except for third party claims as to which the aggregate liability shall not exceed $ 7,500,000 (which includes the $2,000,000 limitation). (c) Notwithstanding The remedies provided in this Article VII shall be exclusive as to any claim by a party under this Agreement or any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental document executed thereunder or punitive damages, or otherwise not constituting actual direct Losses, regardless arising out of the theory transactions provided for herein and therein and shall preclude assertion by any party of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable orderother rights or the seeking of any other remedies against another party; provided thathowever, that nothing in this Article VII shall limit rights or remedies expressly provided for the avoidance in this Agreement or Collateral Agreements or rights or remedies which, as a matter of doubtapplicable law or public policy, this Section 8.3(c) shall cannot limit the T-Mobile Parties’ obligations to pay any interest, fees, costs be limited or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderwaived. (d) The amount Notwithstanding anything to the contrary contained in this Agreement, Buyer’s rights to indemnification shall be made net of all insurance reimbursement, third-party contribution and third-party indemnification actually realized or to be realized by Buyer. If any claim for indemnification asserted hereunder is or may be the subject of any Losses insurance coverage or other right to indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the indemnified party expressly agrees that it shall promptly notify the applicable insurance carrier of any such claim or loss and tender defense thereof to such carrier, and shall also promptly notify any third party indemnitor which may be liable for which an Indemnified Party claims indemnification any portion of such losses or claims. Upon written request of the indemnifying party, the indemnified party shall pursue, at the cost and expense of the indemnifying party, each applicable insurance carrier and third party indemnitor or contributor. Such cost and expense of the indemnifying party shall not be credited against either the $2,000,000 or $7,500,000 limitations in Section 7.04(b). The obligation of Buyer to take action under this Agreement Section 7.04(d) shall not be reduced by: (i) any grounds for the Company to delay performance of its indemnity obligations. Buyer shall maintain general liability and products liability insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)on a claims-made basis for 24 months after Closing. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages No party may claim indemnification based on information in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity disclosures listed in the event of any breach or default by the other Parties under this AgreementSchedules.

Limitations. (a) In no event shall For purposes of this Agreement, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7 during the applicable period of time (the “Buyer Claims Period”) specified as follows: (i) with respect to any claim arising out of (A) the Breach by such Seller of any representation, warranty, covenant or agreement contained in this Agreement or in any other agreement or instrument executed and delivered by any such Seller pursuant hereto relating to (1) such Seller’s authority or ability to enter into this Agreement, any related agreement and to consummate the Contemplated Transactions, (2) such Seller’s title to the Membership Interests of the Company being sold by it pursuant hereto and its ability to transfer the same to Buyer free and clear of all Liens, (3) the Company’ title to the Assets and Properties owned by such Company free and clear of all Liens, or (4) any Tax-related matter, (B) fraud, willful misrepresentation or willful misconduct, (C) any Current Seller Liability or Retained Liability, (D) any Liability for any Current Litigation Matter or any Liability that is not included on Schedule 2.4 or the Closing Statement, or (E) any indemnification clam made under Section 7.3(b) or pursuant to a Breach by such Seller of the representations and warranties set forth in Section 4.25, the Buyer Claims Period will commence on the date of this Agreement and continue until the date that is six (6) years after the Closing Date; and (ii) with respect to any other indemnification claim made under Section 7.3 the Buyer Claims Period will commence on the date of this Agreement and continue until the date that is two (2) years after the Closing Date; provided, however, that with respect to any such indemnification claim regarding the Breach by Seller of any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Buyer Claims Period will continue for as long as such obligation is outstanding. (b) For purposes of this Agreement, a Seller Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “Seller Claims Period”) commencing on the date of this Agreement and continuing until the date that is six (6) years after the Closing Date; provided, however, that with respect to any such indemnification claim regarding the Breach by Buyer of any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Seller have liability under Claims Period will continue for as long as such obligation is outstanding. Notwithstanding anything to the contrary in this Section 8.2(a)(i7.4, if before 5:00 p.m. (eastern time) on the last day of the applicable Buyer Claims Period or Seller Claims Period, any Party against which an indemnification claim has been made hereunder has been properly notified in writing of such claim for indemnity hereunder and the basis thereof, including with reasonable supporting details for such claim (to the extent then known), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a breach basis for indemnity hereunder until such claim is finally resolved or disposed of a representation or warranty results from, relates to or arises out in accordance with the terms of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (bc) Sellers shall not have any liability for Adverse Consequences: (i) unless and until all claims for Adverse Consequences made by the Buyer Indemnified Persons aggregate at least Five Thousand Dollars ($5,000) (the “Basket”), in which case the Buyer Indemnified Persons shall be eligible for indemnification for Adverse Consequences in excess of the Basket, or (ii) or (ii) with respect to breaches of representations and warranties that are not subject to the six (6) year claim period under Section 7.4(a)(i), which in the aggregate exceed One Hundred Thousand Dollars ($100,000) (the “Rep Cap”). In no event shall the T-Mobile Parties’ aggregate liability case of any and all claims for Adverse Consequences under this Article 8 exceed the Purchase Price; provided that Section 7.3, in no event shall the foregoing limitation aggregate liability of liability apply a Seller for all such Adverse Consequences exceed the portion of the Deemed Aggregate Value allocated and issued to such Seller. A Seller may satisfy his or limit T-Mobile Parties’ liabilityits indemnification obligations, in whole or the Seller’s remediesin part, with respect by surrendering to the payment Purchaser one or more Purchase Price Shares, which shall be valued at the Deemed Value Per Share (subject to appropriate adjustment for any stock split, stock dividend, reclassification or combination after the Closing) for purposes of indemnification. Because Buyer is wholly-owned by Parent, Buyer’s and Parent’s indemnification obligations are joint and several. The several nature of the Purchase Price, including Sellers’ indemnification obligations means that ▇▇▇▇▇▇ will owe 85.7143% and Corral will owe 14.2857% (reflecting their respective pre-Closing ownership percentages in the remedies Company) of the Seller set forth in Section 2.1(b). (c) Notwithstanding amount of any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of indemnification amount owed by the theory of recovery, provided that Sellers pursuant to this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, 7 (for the avoidance of doubt, subject to the Basket, Rep Cap and time limitations and other provisions of this Section 8.3(c) 7), except that the applicable Seller shall be responsible for 100% of (and the non-responsible Seller shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (iresponsible for) any insurance proceeds actually received by the Indemnified Party indemnification owed under Section 7.3(a)(i) in respect of a Breach of representations or warranties with respect to such Losses (net Seller in Section 3.1 or owed under Section 7.3(a)(ii) in respect of a Breach of any increases covenant, obligation or agreement by such Seller. Under no circumstances shall ▇▇▇▇▇▇ have aggregate indemnification obligations in premiums or other costs attributable thereto); excess of $396,000.00 (which amount is equal to ▇▇▇▇▇▇’▇ ownership percentage of the Deemed Aggregate Value) and under no circumstances shall Corral have aggregate indemnification obligations in excess of $66,000.00 (ii) any indemnification or reimbursement payments actually received by which amount is equal to Corral’s ownership percentage of the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable theretoDeemed Aggregate Value). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. Notwithstanding anything herein to the contrary, Seller shall not incur, and shall have no obligation to the Buyer Indemnitees under this Agreement or in connection with the transactions contemplated hereby with respect to, any Liability unless written notice of such Liability is provided to Seller within 12 months after Closing. (a) In no event The Buyer Indemnitees shall not be entitled to assert any right to indemnification pursuant to Section 12.04 until the Seller have liability under Section 8.2(a)(i) to the extent a breach aggregate amount of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses all Liabilities actually suffered by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed Buyer Indemnitees in connection therewith exceeds 1.0% of the Purchase Price (or portion thereofthe “Indemnity Deductible”) actually received by and then only to the Seller pursuant to this Agreementextent such Liabilities exceed, in the aggregate, the Indemnity Deductible (it being agreed that such Indemnity Deductible shall be a true deductible). (b) In no event shall Seller ever be required to indemnify the T-Mobile Parties’ aggregate liability Buyer Indemnitees for Liabilities under this Article 8 exceed Section 12.04 exceeding, in the aggregate, 30% of the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment and Buyer (on its own behalf and on behalf of the Purchase Priceother Buyer Indemnitees) waives, including the remedies releases and forever discharges Seller from any and all Losses under Section 12.04 in excess of the Seller set forth in Section 2.1(b)this aggregate amount. (c) Notwithstanding Seller shall not have any other provisions of this Agreement, in no event shall any Party be liable liability for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this indemnification under Section 8.3(c) shall not apply 12.04 with respect to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance breach by Seller of doubt, this any representation or warranty set forth in Section 8.3(c6.01(i) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant extent attributable to any Production Tax allocable to Buyer under Section 2.1(b)(ii)2.04, including in connection the failure except for any penalties, interest or additions to pay the Purchase Price when due hereunder. (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 Tax imposed with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received Production Tax by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed a Governmental Authority as a waiver or election result of remedies by any of the Partiessuch breach. Section 12.06 Negligence and Fault. THE DEFENSE, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementRELEASE, INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS SET FORTH IN THIS AGREEMENT (INCLUDING SECTION 7.01, SECTION 12.02, Section 12.03 AND SECTION 12.04) SHALL ENTITLE THE INDEMNITEE TO SUCH DEFENSE, RELEASE, INDEMNIFICATION AND HOLD HARMLESS HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH OBLIGATION IS THE RESULT OF: (A) STRICT LIABILITY, (B) THE VIOLATION OF ANY LAW BY SUCH INDEMNITEE OR BY A PRE-EXISTING CONDITION, OR (C) THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH INDEMNITEE.

Limitations. The obligations of Elekom or any Preferred Shareholder to indemnify any SFI Indemnitees pursuant to Article IX of the Merger Agreement shall accrue only after and to the extent the aggregate dollar amount of Losses incurred by an Indemnified Party for all matters indemnifiable thereunder exceeds One Hundred Thousand Dollars (US $100,000) (the "Basket"), and then Indemnitors shall be only liable for such Losses in excess of $100,000. In addition, no single Loss in an amount of less than $10,000 may be applied to the Basket until such threshold amount is reached, and thereafter, single claims of less than $10,000 must be aggregated so that no claim is made for an amount of less than $10,000 singly or in the aggregate. The obligations of the Indemnitors to indemnify the SFI Indemnitees under this Agreement shall not exceed the $2,500,000 placed in escrow hereunder for claims for indemnification other than (a) In IP Claims, which are addressed below, or (b) claims for indemnification related to a breach of the representations contained in Section 2.1 of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate maximum liability of the Indemnitors, for IP Claims shall not exceed (i) Twelve Million Five Hundred Thousand Dollars ($12,500,000) for any IP Claims plus the remaining amount of the Escrow Funds and no event shall IP Claims may be made after the Seller expiration of the one (1) year period following the Closing Date of the Merger. This Agreement and Article IX of the Merger Agreement set forth the sole and exclusive remedy of an SFI Indemnitee for breaches of any representation, warranty, or covenant under the Merger Agreement absent fraud or securities law violations. The maximum liability for claims for breach of the representation and warranty in Section 2.1 in the Merger Agreement is the purchase price (cash paid by SFI to Elekom's Shareholders at closing of the Merger plus the market value of the shares transferred by SFI at closing of the Merger to the Elekom's Shareholders), minus the amount of the cash transferred to SFI from the Escrow Funds pursuant to this Agreement, further reduced by the aggregate amount paid by Elekom and the Preferred Shareholders in connection with all claims for breach of the representations and warranties made under Sections 2.14, 2.19, and 2.23(b) of the Merger Agreement. The maximum liability for claims for breach of the representations or warranties in Sections 2.19, and 2.23(b) of the Merger Agreement is equal to the purchase price (cash paid by SFI to Elekom's shareholders at closing plus the market value of the shares transferred by SFI at Closing to the Elekom's shareholders), minus the amount of the cash transferred to SFI from the Escrow Funds, further reduced by the aggregate amount paid by Elekom and Preferred Shareholders in connection with all claims for breach of the representations and warranties made under Sections 2.1 or 2.14. Notwithstanding anything in this Agreement to the contrary, no Preferred Shareholders will have any liability under Section 8.2(a)(i) for any claim that the Software infringes the rights of a third party to the extent a breach the claims arise from modification of a representation the Software by SFI after the Closing of the Merger or warranty results from, relates to or the extent the infringement claim arises out of the T-Mobile Parties’ breach a combination of the Existing Lease Software with a program, product or the use or operation material not transferred to SFI's subsidiary as of the Seller Licenses by Closing of the T-Mobile Parties or their Affiliates thereunderMerger. In no event shall the Seller’s aggregate (except as specifically provided below) will any Preferred Shareholder have any liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityfor indirect, incidental, exemplary, or consequential damages whatsoever (including, without limitation, damages for loss of profits, loss of data or other business information) or cover arising under the Seller’s remediesMerger Agreement, with respect to even if the payment Preferred Shareholder has been advised of the Purchase Pricepossibility of such damages; provided, including however, that although this sentence excludes claims for the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequentialit does not limit the liability of any Preferred Shareholder hereunder to an SFI Indemnitee for indirect, exemplaryincidental, special, incidental exemplary or punitive consequential damages to the extent such damages, or otherwise not constituting actual direct Lossesincluding lost profits, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to are included in a claim by a third party pursuant to against the SFI Indemnitee or arise as a final, non-appealable order; provided that, for the avoidance result of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees party claim that the Seller Licenses and the transactions contemplated by this Agreement are unique and each Software is infringing, or claim of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages ownership rights in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Software (excluding Third Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicableSoftware), and to specifically enforce the terms and provisions of this extent indemnification under the Merger Agreement covers such third party claims. Notwithstanding the foregoing, an SFI Indemnitee shall have the right to prevent breaches recover for direct out-of-pocket expenses, including its direct, demonstrable internal costs (without overhead) and/or external costs paid by such SFI Indemnitee to remediate any Loss, whether or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security Loss arises in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementThird Party Claim.

Limitations. (a) In no event The Indemnitor shall be obligated to indemnify the Seller have liability Indemnitee only when the aggregate of all Damages suffered or incurred by the Indemnitee as to which a right of indemnification is provided under Sections 12.1(a) or 12.2(a) exceeds $1,500,000 (such amount, the “Threshold Amount”), provided that with respect to Damages resulting from a breach of the representations and warranties contained in Section 8.2(a)(i3.13, the Indemnitor shall be obligated to indemnify the Indemnitee only when the aggregate of all Damages suffered or incurred by the Indemnitee as to which a right of indemnification is provided under Sections 12.1(a), or 12.2(a) or 14.2 exceeds Twenty-Five Thousand Dollars ($25,000.00) (such amount, the “Tax Threshold Amount”). After satisfaction of the Tax Threshold Amount, the Indemnitor would be obligated to indemnify the Indemnitee for all amounts, including the Tax Threshold Amount. After the aggregate of all Damages suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitor shall be obligated to indemnify the Indemnitee only to the extent a breach the aggregate of a representation or warranty results from, relates to or arises out of all such Damages exceeds the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunderThreshold Amount. In no event shall the Seller’s aggregate liability Liability of Shareholders, or the aggregate Liability of Purchaser, under this Article 8 or otherwise pursuant to this Agreement 12 exceed fifty percent (50%) of the Purchase Price (the “Maximum Amount”). Furthermore, no claim for Damages may be made for indemnification hereunder if the amount of such claim does not exceed $175,000 (the “de minimis Amount”), provided that a claim for Damages that is $175,000 or portion thereofless shall count towards satisfaction of the Threshold Amount, provided, further that related claims shall be aggregated and count towards such $175,000 amount. Notwithstanding the above, none of the Threshold Amount, the Maximum Amount or the de minimis Amount limitations shall apply to the indemnification rights of the parties hereto for Damages resulting from those Liabilities relating to (A) actually received any Special Representation; (B) any representation or warranty of the Shareholders under Section 3.13 or any indemnification under Section 14.2 (provided that the Tax Threshold Amount shall apply to any such indemnification rights) or Section 3.4(c); or (C) indemnification under Section 12.1(c), 12.1(d), or 12.1(e) and the payment of such amounts by the Seller pursuant to this AgreementIndemnitor shall not count toward the calculation of the Maximum Amount or the de minimis amount of the Indemnitor. (b) In no event The Indemnitor shall not be liable for Damages in excess of the T-Mobile Parties’ aggregate liability under this Article 8 exceed actual Damages suffered by the Purchase Price; provided that in no event shall Indemnitee as a result of the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityact, circumstance, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)condition for which indemnification is sought. (c) Notwithstanding any other provisions of this Agreement, in In no event shall will any Party be liable for any Losses that are lost profitsamounts for (i) loss of income, profit or revenue of the other Party or any Related Person of such Party, or (ii) incidental, consequential, exemplary, special, incidental indirect, punitive or punitive damagesexemplary damages suffered by the other Party and its Related Persons arising from or related to this Agreement, or otherwise not constituting actual direct Losses, regardless even if such Party has been advised of the theory of recoverypossibility thereof; unless, provided that this Section 8.3(c) shall not apply to any in each case, such damages awarded are payable by the other Party to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderparty. (d) The Except with respect to the Special Representations, Section 3.13 (once the Tax Threshold Amount has been satisfied), Section 14 (once the Tax Threshold Amount has been satisfied) and the Shareholders’ indemnification obligations under Sections 12.1(c) and 12.1(d), in determining whether a representation, warranty or covenant has been breached for purposes of Sellers’ obligations to indemnify Purchaser under Section 12.1 and determining the amount of any Losses for which an Indemnified Party claims indemnification Damages under this Agreement shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums Article 12, materiality, Material Adverse Effect or other costs attributable thereto); and (ii) similar qualifiers contained in any indemnification representation, warranty or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)covenant will be disregarded. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (ai) In no Notwithstanding the foregoing, any Buyer Indemnity Claim shall be payable by D▇ ▇▇▇▇▇▇ only in the event that the cumulative amount of the Buyer Indemnity Claims shall exceed the Seller have liability under Section 8.2(a)(iamount of $200,000 in the aggregate (the “Indemnification Threshold”); provided, however, (A) the Indemnification Threshold shall not be applicable to Buyer Indemnity Claims for breaches by the Company of the representations and warranties contained in Sections 3.9, 3.12 and 3.13, which, upon resolution of such Buyer Indemnity Claims or judgment, shall be paid on a dollar-for-dollar basis and (B) once the Buyer Indemnity Claims exceed the Indemnification Threshold, the Buyer and Merger Sub shall be entitled to indemnification for all Buyer Indemnity Claims without regard to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementIndemnification Threshold. (bii) In no event shall Any other provision of this Agreement to the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that contrary notwithstanding, in no event shall the foregoing limitation aggregate liability of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect D▇ ▇▇▇▇▇▇ for Buyer Indemnity Claims that are asserted prior to the payment Initial Expiration Date (as defined in the Escrow Agreement) exceed the lesser of (a) the Purchase Price, including amount realized by Buyer from the remedies of the Seller set forth Escrow Shares then held in Section 2.1(b). escrow or (cb) Notwithstanding any $4,000,000. Any other provisions provision of this AgreementAgreement to the contrary notwithstanding, in no event shall any Party be liable the aggregate liability of D▇ ▇▇▇▇▇▇ for any Losses Buyer Indemnity Claims that are lost profits, consequential, exemplary, special, incidental asserted on or punitive damages, after the Initial Expiration Date (as defined in the Escrow Agreement) exceed the lesser of (a) the amount realized by Buyer from the Escrow Shares then held in escrow or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c(b) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder$2,000,000. (diii) The Buyer and Merger Sub agree that until such time as the aggregate amount of Buyer Indemnity Claims which have been definitively resolved in favor of Buyer or Merger Sub shall equal or exceed the amount of the Closing Price Escrow Value, all Buyer Indemnity Claims shall be satisfied first out of the Escrow Shares, as further provided under the terms of the Escrow Agreement. For purposes of this Agreement, the term “Closing Price Escrow Value” shall mean the aggregate fair market value of the Escrow Shares on the Closing Date, where fair market value shall be determined by multiplying the number of Escrow Shares by the closing price of the Buyer Common Stock on the NYSE one day prior to the Closing Date as reported in The Wall Street Journal. For purposes hereof, all shares of Buyer Common Stock returned to Buyer or Merger Sub in settlement of any Losses for which an Indemnified Party claims indemnification Buyer Indemnity Claims under this the Escrow Agreement shall be reduced by: (i) any insurance proceeds actually received by valued at the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each closing price of the Parties acknowledges and agrees that Buyer Common Stock on the Seller Licenses and NYSE one day prior to the transactions contemplated by this Agreement are unique and each occurrence of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages relevant Buyer Indemnity Claim as reported in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition edition of The Wall Street Journal published one day prior to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations occurrence of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementrelevant Buyer Indemnity Claim.

Limitations. (ai) In no event Subject to Section 7.5, Sellers’ obligation to indemnify the Buyer Indemnitees for a Seller Indemnified Tax shall not exist if and to the extent: (A) the Seller Indemnified Tax has been paid to the competent Tax authority (or otherwise settled) before the Closing Date; (B) the aggregate amount of all Seller Indemnified Taxes does not exceed the aggregate amount of all Tax liabilities, Tax accruals and Tax provisions for Seller Indemnified Taxes which reduced the Final Closing Statement; (C) the Seller Indemnified Tax has been recovered or can be reasonably recovered against a third party by BOG after the Closing Date, net of costs of Buyers of recovery (other than (i) a claim against the Sellers or any of their Affiliates, it being understood that a claim of BOG against ▇▇▇▇▇▇ Deutschland GmbH for the payment of an amount in respect of VAT resulting from the Pre-Closing Reorganization shall also exclude the BOG Seller’s obligation to indemnify the relevant Tax if and to the extent it has been actually settled, and (ii) a claim for which Buyers are under no obligation to seek recovery under the RWI Policy according to Section 7.5(a)), This Section 4.14(f)(i)(C) shall not apply if and to the extent BOG (i) is, despite reasonable efforts, unable to recover the relevant amount within six (6) months after raising the claim for the first time and (ii) assigns the claim to any of Sellers; (D) the Buyers have liability under materially failed to comply with any of its covenants, obligations or any other kind of commitment set forth in Section 8.2(a)(i4.14(d), Section 4.14(i) and Section 4.14(j) unless such failure has not materially prejudiced Seller’s ability to avoid or mitigate the Seller Indemnified Tax; (E) the Seller Indemnified Tax is the direct result of (x) any change in the accounting or taxation practices of BOG (including the methods of submitting Tax Returns) introduced after the Closing Dates or (y) any transaction, action or measures (including the change of any Tax election, the approval or implementation of any reorganization measure, the sale of any asset or any material change in the business activities of BOG) initiated or executed by the Buyers or the Companies or their Affiliates after the Closing Date, if and to the extent such transaction, action or measure has a retroactive effect for Tax purposes on a Pre-Closing Tax Period or on any Seller Indemnified Tax, in each case of (x) and (y), unless and to the extent the action is compelled by Law or GAAP or is implemented with the written approval of any Seller or is required pursuant to a binding commitment entered into by any Company prior to Closing; or (F) the Seller Indemnified Tax or the underlying event, facts or circumstances correspond or give rise to a reduction of a Tax otherwise payable in particular, but not limited to reciprocal effects (Umkehreffekte) (e.g., due to the lengthening of any amortization or depreciation periods, higher depreciation allowances, a step-up in the Tax basis or assets, a shift of expenses to another period due to non-recognition of liabilities or provisions) that is actually paid to and realized by any Buyer or any of their Affiliates (a “Tax Benefit”) for a Post-Closing Tax Period irrespective of whether the Tax Benefit relates to the same type of Tax or not; each Tax Benefit shall be accounted for only when and to the extent a breach of a representation or warranty results from, relates to or arises out corresponding Tax Benefit actually materializes within five (5) years of the T-Mobile Parties’ breach of the Existing Lease underlying event, fact or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect circumstance giving rise to the payment reduction of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event Tax. Buyers shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply obligated to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount inform Sellers without undue delay after receipt 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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Tax Benefit. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) Notwithstanding anything to the extent a contrary contained in this Agreement, and notwithstanding any statute of limitations, the obligation of MCBC, CBC, SABMiller or M▇▇▇▇▇ to indemnify the Indemnitees from and against any Loss arising from the breach of a representation or warranty results from, relates to or arises out set forth in this Agreement shall terminate on the date which is three months after the end of the T-Mobile Parties’ first full fiscal year of the Company following Closing if no notice of Claim shall have been given with respect to such Loss prior to expiration of such period, except that Claims pending on, or asserted prior to, the expiration of said period shall continue to be indemnified against; provided, however, that (A) there shall be no termination or expiration of the right to indemnification for the Fundamental Reps, (B) the obligation of each Party to indemnify the Indemnitees from and against any Loss arising from the breach of the Existing Lease or representations and warranties set forth in Sections 4.01(r) (Taxes), 4.01(s) (Employee Benefit Plans), 4.02(r) (Taxes) and 4.02(s) (Employee Benefit Plans) shall terminate upon the use or operation 40th Business Day following the expiration of the Seller Licenses by applicable statute of limitations if no notice of Claim shall have been given with respect to such Loss prior to expiration of said period, except that Claims pending on, or asserted prior to, the T-Mobile Parties expiration of said period shall continue to be indemnified and (C) the obligation of each Party to indemnify the Indemnitees from and against any Loss arising from the breach of the representations and warranties set forth in Sections 4.01(p) (Environmental) and 4.02(p) (Environmental) shall terminate on the fifth anniversary of the Closing Date if no notice of Claim shall have been given with respect to such Loss prior to expiration of said period, except that Claims pending on, or their Affiliates thereunder. In no event asserted prior to, the expiration of said period shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant continue to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreementbe indemnified. (b) In Notwithstanding the foregoing, no event Claim for indemnification made pursuant to Section 9.02(a) or 9.03(a) (other than with respect to any fraudulent or willful misrepresentations, which shall have no such limitations) (i) shall be indemnifiable unless the T-Mobile Parties’ aggregate liability under this Article 8 Losses with respect to each individual item or group of related items underlying such Claim exceed $2,500,000 (the “Minimum Claim Threshold”), provided that if the Losses with respect to such item or group of related items exceed the Purchase PriceMinimum Claim Threshold, the full amount of the Claim (including the first $2,500,000) shall be indemnifiable, subject to the other limitations herein, (ii) shall be indemnifiable by MCBC or CBC until the indemnifiable amounts from MCBC and CBC pursuant to Section 9.02(a) collectively exceed $50,000,000 in the aggregate (the “MCBC Basket”) in which event MCBC and/or CBC shall reimburse the Indemnitee(s) for only those Losses in excess of the MCBC Basket, and (iii) shall be indemnifiable by SABMiller or M▇▇▇▇▇ until the indemnifiable amounts from SABMiller and M▇▇▇▇▇ pursuant to Section 9.03(a) collectively exceed $50,000,000 in the aggregate (the “M▇▇▇▇▇ Basket”) in which event SABMiller and/or M▇▇▇▇▇ shall reimburse the Indemnitee(s) for only those Losses in excess of the M▇▇▇▇▇ Basket; provided that, notwithstanding any other provision of this Agreement, the maximum amount for which (A) MCBC and CBC, collectively, and (B) SABMiller and M▇▇▇▇▇, collectively, may be liable with respect to Claims made pursuant to Section 9.02(a) and 9.03(a), respectively (other than Claims made with respect to any fraudulent or willful misrepresentations, which shall have no such limitation), shall not exceed $500,000,000 in the case of MCBC and CBC collectively (the “MCBC Cap”) and $500,000,000 in the case of SABMiller and M▇▇▇▇▇ collectively (the “M▇▇▇▇▇ Cap”); provided further that Claims made with respect to the Fundamental Reps shall not be subject to, and shall not be considered in no event shall calculating whether Claims have exceeded, the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityMCBC Basket, or the Seller’s remediesM▇▇▇▇▇ Basket, the MCBC Cap, the M▇▇▇▇▇ Cap or, with respect to Section 4.02(j)(iii), the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)Minimum Claim Threshold. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for For the avoidance of doubt, this the indemnification obligations contained in Section 8.3(c9.04 (Special Tax Indemnification) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable be subject to the Seller pursuant to limitations contained in Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d9.07(a) 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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable theretob). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (ai) In Notwithstanding the aforesaid, and without derogating from the provisions of Section 9.1(c), Parent Indemnified Parties shall be entitled to satisfy and pay from the Escrow Account claims for each Specified Matter up to a maximum of the Indemnity Escrow Amount, provided however that (i) with respect [***], the maximum liability shall not exceed the Indemnity Escrow Amount or any portion thereof remaining in the Escrow Account at such time, which amounts shall be released in accordance with the Escrow Agreement and no event shall later than upon expiry of the Seller have liability under Section 8.2(a)(iapplicable Specified Matter Survival Period for [***] as set out in item a of Schedule 9.1(a); (ii) for all Specified Matters in Schedule 9.1(a) other than [***] (the “General Specified Matters”) an aggregate amount not to exceed the Indemnity Escrow Amount provided that the Maximum Remaining Escrow Amount (or any portion thereof to the extent a breach of a representation or warranty results from, relates not paid to or arises out the Parent Indemnified Parties as per the terms of the T-Mobile Parties’ breach Escrow Agreement) shall be released no later than the third anniversary of the Existing Lease or Closing. To the use or operation of extent that the Seller Licenses by liability for [***] and [***] is discharged and fully paid post Closing from the T-Mobile Parties or their Affiliates thereunder. In no event funds available in the Escrow Account, the amounts available for the General Specified Matters shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement not exceed the Purchase Price Maximum Remaining Escrow Amount; and (or portion thereofiii) actually received by the no Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses Loss beyond its Pro Rata Share in respect of any Specified Matter and with respect to any amount then remaining at such time in the Indemnity Escrow Amount. It is further clarified that are lost profitsthe Indemnity Escrow Amount, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless and each portion of the theory Specified Matter Allocations as set out hereinabove, shall serve as sole and exclusive security for such obligations of recoverythe Sellers towards the Parent Group in respect of the relevant Specified Matters. (ii) Without derogating from the provisions of Section 9.1(c) or Section 9.1(d)(i) above, provided that this Section 8.3(c(i) the maximum amount in respect of which the Parent Indemnified Parties shall not apply be entitled to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller indemnification pursuant to Section 2.1(b)(ii), including 9.1(a) above and the aggregate liability of each Seller in respect of such claims for indemnification and any other liability incurred in connection with the failure Agreement including pursuant to pay the Purchase Price when due [***], shall not exceed an amount equal to the portion of the Aggregate Consideration actually received by such Seller (on an after-Tax basis) provided, that each Seller’s liability for any Losses hereunder. (d) The , shall be limited to such Seller’s Pro Rata Share of 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 (net of any increases in premiums or other costs attributable thereto); resulting therefrom, and (ii) any indemnification no Seller shall be responsible for, or reimbursement payments actually received by the indemnify a Parent Indemnified Party from third parties in respect of, any breach or any fraud that is committed by any other Participating Equity Holder. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (other than insurersi) with respect to such Losses not material and (net of any costs attributable thereto)ii) the type that the Registrant treats as private or confidential. (eiii) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages Nothing in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required derogate from Indemnified Parties’ obligation to provide use reasonable efforts to mitigate any bond or other security in connection with Losses provided that a failure to mitigate any such order or injunction. The foregoing Losses shall not be deemed extinguish the right to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties indemnity under this AgreementArticle IX but may reduce the amounts recoverable pursuant to such indemnity claim.

Limitations. The parties' rights to indemnification pursuant to this Article IX are subject to the following limitations: (a) In All of the representations and warranties contained in Articles III and IV shall survive the Closing and shall continue in full force and effect until the eighteen (18) month anniversary of the Closing Date; provided, that if at the stated expiration of any representation and warranty there shall be pending any indemnification claim by an Indemnified Party, such Indemnified Party shall continue to have the right to seek such indemnification with respect to such claim notwithstanding such expiration. All covenants set forth in this Agreement shall survive the Closing without expiration. (b) Except as provided elsewhere herein, no Purchaser Warranty Claim may be made against Seller unless and until the sum of (i) the aggregate of all Damages with respect to Purchaser Warranty Claims plus (ii) the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YFC Purchase Agreement shall exceed $150,000 (the "Purchaser's Threshold"), in which case Seller shall be required to pay or be liable only for Damages in excess of the Purchaser's Threshold. (c) No Seller Warranty Claim may be made against Purchaser unless and until the sum of (i) the aggregate of all Damages with respect to Seller Warranty Claims plus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement shall exceed $150,000 (the "Seller's Threshold"), in which case Purchaser shall be required to pay or be liable only for Damages in excess of the Seller's Threshold. ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION (d) Seller's maximum aggregate liability to Purchaser for Purchaser Warranty Claims shall not exceed an amount equal to (i) $2,000,000 minus (ii) the aggregate of all Damages with respect to "Purchaser Warranty Claims" under the YFC Purchase Agreement. (e) Purchaser's maximum aggregate liability to Seller for Seller Warranty Claims shall not exceed an amount equal to (i) $2,000,000 minus (ii) the aggregate of all Damages with respect to "Seller Warranty Claims" under the YFC Purchase Agreement. (f) For purposes of this Article IX, in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to be an amount (i) net of any tax benefit actually realized by the Indemnified Party or any Affiliate thereof by reason of the Damage which is the subject of such claim and (ii) net of any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party or any Affiliate from any third party with respect thereto. If such insurance proceeds or any indemnity, contribution or other similar payment is received by the Indemnified Party after the date on which the Indemnifying Party has paid such indemnification claim, the Indemnified Party shall, no later than five (5) days after the receipt of such insurance proceeds or any indemnity, contribution or other similar payment, reimburse the Indemnifying Party in an amount equal to such insurance proceeds or any indemnity, contribution or other similar payment (but in no event in an amount greater than the Damages theretofore paid to the Indemnified Party by the Indemnifying Party). (g) Each party hereto hereby acknowledges and agrees that its sole and exclusive remedy with respect to any and all post-Closing claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article IX. In furtherance of the foregoing, each party hereto hereby waives, to the fullest extent permitted under applicable Law, any and all other post-Closing rights, remedies, claims and causes of action of any kind or nature it may have against the other parties hereto arising under or based upon any Law (including any such post-Closing rights, claims or causes of action arising under or based upon common law or otherwise). Each party hereto agrees that any and all post-Closing claims by it against any other party hereto arising out of or related to the breach of any representation, warranty, covenant or agreement contained herein shall be limited exclusively to claims made in accordance with, and subject to the limitations of, this Article IX and that such party's sole remedy shall be money damages. Notwithstanding the foregoing, each party acknowledges that the covenants of Section 10.2 are of the essence of this Agreement and that money damages will be difficult to calculate and may not provide adequate compensation in connection with an actual or threatened breach of such Section and that the provision of Section 10.2 are reasonable limitations and necessary to protect the business interests of the respective parties. Accordingly, the parties agree that they each shall be entitled to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of Section 10.2 and, in addition, shall be entitled to pursue any allowable remedies at law or equity, including the recovery of money damages. If any provisions of Section 10.2 shall for any reason be held to be excessively broad as to time, duration, geographic scope, activity or subject, it shall ASSET PURCHASE AGREEMENT (YBL) EXECUTION VERSION be enforceable to the maximum extent compatible with then-applicable laws. Finally, notwithstanding the provisions of this Section 9.3(g) or any other provisions contained herein to the contrary, Purchaser and Seller shall have the right to seek specific performance of the obligations of the other under Section 2.1 in addition to any other remedies it may have for money damages or otherwise at law or in equity. (h) Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of any party hereto, after the Closing, to rescind this Agreement or any of the Transactions. (i) No party hereto shall have any liability under Section 8.2(a)(i) any provision of this Agreement for any Damages to the extent a breach of a representation that such Damages relate to actions taken or warranty results fromnot taken by any other party hereto or its Affiliates after the Closing or by Northland Holdings or its Affiliates after April 8, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder2004. In no event shall the Seller’s aggregate liability any party hereto be liable for consequential or punitive damages (except for (i) consequential or punitive damages paid or payable by an Indemnified Party to a third party and (ii) penalties under this Article 8 or otherwise pursuant any Law). Each party hereto shall take all reasonable steps to this Agreement exceed the Purchase Price (or portion thereof) actually received mitigate all Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages indemnifiable by the Seller pursuant to this Agreementany other party hereto. (bj) In No Indemnifying Party's liability for fraud or willful misconduct shall be limited by the provisions of this Section 9.3. No Indemnifying Party shall be liable to any Person hereunder for Damages attributable to such Person's fraud or willful misconduct. (k) Seller's liability for a breach of Section 3.9 (employee benefit matters) shall not be limited by the provisions of Section 9.3(b). (l) Notwithstanding any other provision of this Agreement, Purchaser acknowledges and agrees that it shall have no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation recourse to any member, manager, officer, employee or agent of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, Seller with respect to the payment indemnification obligations of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Article IX. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event shall Subject to Section 10.5(e), if the Seller Closing occurs and if the DE Closing occurs, Sellers (excluding DIA if the DE Closing occurs) will have liability under Section 8.2(a)(ithis Agreement (other than with respect to any claim based on fraud, or any claim arising from or in connection with or relating to any of the Excluded Liabilities or, after the DE Closing, the DIA Excluded Liabilities or the Focus DE Excluded Liabilities as described in the Agreement and Plan of Merger, or any breach of any of the Specified Representations, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing (except for claims under AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (FOCUS) – Page 57 the Agreement and Plan of Merger, which shall be before the one year anniversary of the DE Closing), a Purchaser Indemnified Person notifies the Seller Representative of a claim specifying the factual basis of the claim in reasonable detail to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses then known by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreementsuch Purchaser Indemnified Person. (b) In no event shall Subject to Section 10.5(e), if the T-Mobile Parties’ aggregate Closing occurs and if the DE Closing occurs, Purchaser will have liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, Agreement (other than with respect to the payment any claim based on fraud, or any claim arising from or in connection with any of the Purchase PriceAssumed Liabilities or, including after the remedies DE Closing, the Focus DE Assumed Liabilities or the DIA Retained Liabilities as described in the Agreement and Plan of Merger, it being agreed that any such claim may be brought at any time prior to the expiration of the applicable statute of limitations), only if on or before the one year anniversary of the Closing (except for claims under the Agreement and Plan of Merger, which shall be before the one year anniversary of the DE Closing), the Seller set forth Representative notifies Purchaser of a claim specifying the factual basis of the claim in Section 2.1(breasonable detail to the extent then known by any Seller (excluding DIA if the DE Closing occurs). (c) Notwithstanding All indemnification payments pursuant to this Article 10 shall be paid by the indemnifying party net of any other provisions of this Agreement, in no event shall any Party be liable for any Losses net Tax benefits or insurance benefits that are lost profitsactually received by the Party indemnified hereunder with respect to the claim in question (taking into account any tax or other consequences arising from the payment of the claim, consequential, exemplary, special, incidental or punitive damagesthe receipt of the indemnification payment, or otherwise not constituting actual direct Losses, regardless the receipt of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(iiinsurance benefits), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of Notwithstanding anything to the contrary contained in this Article 10, Sellers (excluding DIA if the DE Closing occurs) shall have no obligation to make any Losses for which an payments to any Purchaser Indemnified Party claims indemnification under this Person pursuant to Section 10.2 (other than from the escrow account established pursuant to the Closing Date Escrow Agreement) unless and until the escrow account established pursuant to the Closing Date Escrow Agreement shall be reduced by: exhausted by (i) any insurance proceeds actually received by distributions or payments made under the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and Closing Date Escrow Agreement, (ii) the amount of claims made by Purchaser under the Closing Date Escrow Agreement pending resolution thereunder, or (iii) any indemnification combination of the matters referred to in the preceding clauses (i) or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable theretoii). (e) Each Except for (i) post-closing covenants contained in Section 4.4, Article 9, Article 11 or Article 12 hereof or in the corresponding provisions of the Parties acknowledges Agreement and agrees that Plan of Merger, (ii) obligations pursuant to the Seller Licenses and Closing Date Escrow Agreement, the transactions contemplated by this Agreement are unique and each Noncompetition Agreements, or the Right of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsFirst Refusal Agreements, and therefore agrees that(iii) claims based on fraud, in addition each case as to all other remedies available at law or which the limitations in equitySections 10.5(a), the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable10.5(b), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement 10.5(d) shall not be required apply and as to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of which the Parties expressly reserve any and shall have all rights and remedies available to them at law or in equity in equity, if the event Closing occurs and if the DE Closing occurs, the sole and exclusive remedy of the parties hereto for any breach or default nonperformance of any provision of this Agreement or the Agreement and Plan of Merger shall be the indemnification provided by this Article 10. (f) Notwithstanding any other provision contained herein to the other Parties contrary, no Purchaser Indemnified Person or Seller (excluding DIA if the DE Closing occurs) shall be entitled to indemnification under this AgreementSection 10.2(a) or Section 10.3(a) for Damages arising from or in connection with a breach of a representation or warranty if such Indemnified Person had actual knowledge of such breach at any time on or before the respective closing.

Limitations. (a) In no event A Buyer Indemnified Party’s indemnification rights pursuant to Section 9.2 and a Stockholder Indemnified Party’s indemnification rights pursuant to Section 9.3, respectively, shall the Seller have liability under be limited as follows: (i) Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i9.2(a), Section 9.2(e) or Section 9.3(a) except to the extent a breach that the aggregate dollar amount of a representation all Losses that would otherwise be indemnifiable pursuant to Section 9.2(a) or warranty results fromSection 9.3(a) exceeds $2,500,000 (the “Deductible”), relates and then only to the extent that such Losses exceed the Deductible. (ii) Buyer Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or arises out in the aggregate) in excess of the T-Mobile Parties’ breach deemed value of the Existing Lease or Escrow Shares (as provided in the use or operation Escrow Agreement) and Escrow Cash constituting the Escrow Funds and the right of the Seller Licenses by Buyer Indemnified Parties to recover for all their indemnifiable Losses shall be limited solely to the T-Mobile Parties or their Affiliates thereunder. In no event shall Escrow Shares and the Seller’s aggregate liability under this Article 8 or otherwise Escrow Cash then remaining in escrow pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by terms of the Seller pursuant to this Escrow Agreement. (biii) In no event Stockholder Indemnified Parties shall not be entitled to any indemnification hereunder for any Losses (individually or in the T-Mobile aggregate) in excess of the value of the shares of Buyer Stock and Escrow Cash constituting the Escrow Funds as of the date the Escrow Funds are employed to indemnify the Stockholder Indemnified Parties for such Losses and the Stockholder Indemnified Parties’ aggregate liability under this Article 8 exceed right to recover for all their indemnifiable Losses shall be limited solely to that value. (iv) All claims for indemnification by an Indemnified Party must be made on or before the Purchase Price; provided that in no event shall eighteen (18) month anniversary of the foregoing limitation of liability apply Closing Date (except for claims by Buyer Indemnified Parties for indemnification pursuant to or limit T-Mobile Parties’ liability, or the Seller’s remedies, Section 9.2(f) and Section 9.2(g) and claims by Buyer Indemnified Parties for indemnification with respect to the payment of the Purchase Price, including the remedies of the Seller representations and warranties set forth in Section 2.1(b4.8, which claims must be made on or before the fourth (4th) anniversary of the Closing Date) (the “Indemnification Cut-Off Date”). No indemnification shall be payable to an Indemnified Party with respect to claims asserted by such Indemnified Party after the applicable Indemnification Cut-Off Date, regardless of when the claim accrued or the circumstances that resulted in the claim being asserted after the Indemnification Cut-Off Date. In the event a claim has been properly made on or prior to the applicable Indemnification Cut-Off Date and such claim is unresolved as of such applicable Indemnification Cut-Off Date, then the right to indemnification with respect to such claim shall remain in effect until such matter shall have been finally determined. (cv) Notwithstanding any other provisions of this Agreement, in no event Buyer Indemnified Parties shall any Party not be liable entitled to indemnification for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii9.2(f) until the aggregate amount of indemnifiable Losses under such section exceeds $1,000,000 (“Threshold”), including in connection whereupon Buyer Indemnified Parties shall then be entitled to be indemnified for all indemnifiable Losses pursuant to Section 9.2(f), without regard to the failure Threshold, but subject to pay the Purchase Price when due hereunderother terms of this Article IX. (db) The amount of any Losses for which an Indemnified Party claims subject to indemnification under this Agreement Article IX shall be reduced by: calculated net of (i) any insurance proceeds actually received by the Indemnified Party with respect to on account of such Losses (net under insurance policies of any increases the Company and its Subsidiaries in premiums or other costs attributable thereto); effect prior to the Closing, and (ii) any indemnification or reimbursement payments amounts actually received recovered by the Indemnified Party under other indemnity agreements (excluding insurance policies), or from third parties any other Person alleged to be responsible therefor, without duplication. The Indemnified Party shall take all steps as the Indemnifying Party may reasonably request (at the Indemnifying Party’s expense) to enforce recovery of such amounts available under such insurance coverage or other than insurersindemnity agreement. (c) with No Indemnified Party shall be entitled to duplicate or multiple indemnification under this Article IX for any Loss. (d) The Surviving Corporation shall not be liable to any Stockholder Indemnified Party, whether jointly, severally, pursuant to contribution or otherwise, in respect to such Losses (net of any costs attributable matter for which a Buyer Indemnified Party may seek indemnification pursuant to this Agreement. (e) No Buyer Indemnified Party shall be entitled to indemnification under this Agreement for any Loss arising from a breach of any representation, warranty or covenant set forth herein (and the amount of any Loss incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if and to the extent such Loss was expressly taken into account in the calculation of Stockholders’ Equity (including, without limitation, any accruals or reserves relating to tax liabilities) or to the extent expressly included as a liability or expense on the Financial Statements (including the footnotes thereto). (ef) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by The limitations set forth in this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Section 9.4(a)(i) shall not be required apply to provide any bond or other security the Buyer Indemnified Parties’ indemnification rights with respect to Losses related to Taxes, including without limitation Losses pursuant to Section 9.2(a) with respect to representations and warranties set forth in connection with any such order or injunction. The foregoing shall not be deemed Section 4.8 (Taxes) and Losses pursuant to be or construed as a waiver or election of remedies by any of the Parties, Section 9.2(f) and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementSection 9.2(g).

Limitations. (a) In no event shall the Seller have liability under Section 8.2(a)(i) Notwithstanding anything to the extent contrary contained herein, except for any claim pursuant to Section 1.4(e), no Indemnified Person may make a breach of a representation or warranty results from, relates to or arises out of claim against the T-Mobile Parties’ breach of the Existing Lease PPS Indemnity Escrow Fund or the use NBT Indemnity Escrow Fund, as applicable, in respect of any claim for Indemnifiable Damages unless and until a Claim Certificate (together with any other previously delivered Claim Certificates) describing Indemnifiable Damages (i) in the case of any claim against the PPS Indemnity Escrow Fund, in an aggregate amount greater than $160,000 (the “PPS Threshold Amount”) or operation (ii) in the case of any claim against the Seller Licenses by NBT Indemnity Escrow Fund, in an aggregate amount greater than $40,000 (the T-Mobile Parties “NBT Threshold Amount” and together with the PPS Threshold Amount, the “Threshold Amounts”), in each case has been delivered, in which case the Indemnified Person may make claims for indemnification and may receive cash and/or shares of Dual Escrow Stock (the value thereof being based on the Purchaser Stock Price) from the PPS Indemnity Escrow Fund or their Affiliates thereundercash from the NBT Indemnity Escrow Fund, as applicable, for all Indemnifiable Damages (including all amounts below the applicable Threshold Amount). In no event The PPS Threshold Amount and the NBT Threshold Amount shall not apply to claims for Indemnifiable Damages that are not against the Seller’s aggregate liability under this Article 8 PPS Indemnity Escrow Fund or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementNBT Indemnity Escrow Fund. (b) In no event the case of claims for Indemnifiable Damages against PPS for the matters described in Section 7.2(a), PPS shall have Liability in excess of the T-Mobile Parties’ aggregate liability under this Article 8 exceed PPS Indemnity Escrow Fund for the Purchase Priceamount of any Indemnifiable Damages resulting therefrom (or, in the case of the matters described in clauses (i), (ii), (iii), (vii) or (x) of Section 7.2(a), PPS’s Pro Rata Share of such Indemnifiable Damages in excess of the PPS Indemnity Escrow Fund); provided that PPS’s total Liability for matters arising out of, resulting from or in no event connection with this Agreement shall not exceed $85,000,000, inclusive of any amounts of cash and the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or value (based on the Seller’s remedies, with respect to the payment Purchaser Stock Price) of the Purchase Priceshares of Purchaser Stock in the PPS Indemnity Escrow Fund at the time that a claim for Indemnifiable Damages is made pursuant to this Article VII. Notwithstanding the foregoing, including the remedies limitations of the Seller Liability set forth in this Section 2.1(b)7.3(b) shall not apply to PPS in the case of (x) fraud or intentional misrepresentation by or on behalf of PPS or (y) fraud or intentional misrepresentation by or on behalf of the Company. (c) Notwithstanding In the case of claims for Indemnifiable Damages against NBT for the matters described in Section 7.2(b), NBT shall have Liability for the amount of any other provisions of this AgreementIndemnifiable Damages resulting therefrom (or, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless the case of the theory matters described in clauses (i), (ii), (iii), (iv) or (viii) of recoverySection 7.2(b), NBT’s Pro Rata Share of such Indemnifiable Damages); provided that this Section 8.3(c) such Liability shall be limited to the amount in the NBT Indemnity Escrow Fund; provided, further, that such limitation of Liability shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for NBT in the avoidance case of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs fraud or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderintentional misrepresentation by or on behalf of NBT. (d) The amount So long as there is any cash or any shares of Purchaser Stock in the PPS Indemnity Escrow Fund, any Indemnified Person shall seek to recover amounts in respect of any Losses claim for which an Indemnifiable Damages from the PPS Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claim for Indemnifiable Damages directly from PPS; provided that recovery against the PPS Indemnity Escrow Fund shall, to the maximum extent possible, be of (I) first, cash, (II) second shares of Purchaser Stock that are not shares of Dual Escrow Stock, if any, and (III) third, shares of Dual Escrow Stock. So long as there is any cash in the NBT Indemnity Escrow Fund, any Indemnified Party claims indemnification under this Agreement Person shall be reduced by: (i) any insurance proceeds actually received by the Indemnified Party with seek to recover amounts in respect to such Losses (net of any increases claim for Indemnifiable Damages from the NBT Indemnity Escrow Fund prior to seeking to recover amounts in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party respect of such claim for Indemnifiable Damages directly from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)NBT. (e) Each Notwithstanding anything to the contrary contained herein, (i) no Seller shall have any right of indemnification, contribution or right of advancement from Purchaser or any other Indemnified Person with respect to any Indemnifiable Damages claimed by any Indemnified Person or any right of subrogation against the Company with respect to any indemnification of a Indemnified Person by reason of any of the Parties acknowledges matters set forth in Section 7.2 and agrees that (ii) the Seller Licenses rights and remedies of the Indemnified Persons after the Closing shall not be limited by any investigation by or on behalf of, or knowledge of, any Indemnified Person, or any disclosure to any Indemnified Person (including in the Company Disclosure Schedule, subject to the express limitations set forth in Schedule 7.2(a)(x)), in each case at or prior to the Closing regarding any failure, breach or other event or circumstance. (f) Subject to Section 8.10 and Section 8.13 and the transactions contemplated limitations provided in this Article VII, the remedies provided in this Article VII shall constitute the sole and exclusive remedies for breach of any certification, representation, warranty, covenant, agreement or obligation under this Agreement by either of the Sellers, in each case other than with respect to fraud or intentional misrepresentation by or on behalf of the Company, PPS, any PPS Stockholder or NBT. Notwithstanding anything herein to the contrary, (i) Purchaser’s (or any other affected person’s) right to assert any claim against any person, including a PPS Stockholder, (A) for fraud or intentional misrepresentation committed by such person, (B) for fraud or intentional misrepresentation committed on behalf of such person with such person’s knowledge, (C) for aiding and abetting any fraud or intentional misrepresentation or (D) for another person aiding and abetting any fraud or intentional misrepresentation on behalf of such person with such person’s knowledge shall not be limited in any circumstance, and (ii) such person’s liability shall not be limited by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order claim described in clauses (A), (B), (C) and (D). (g) All Indemnifiable Damages shall be calculated net of the amount of any actual recoveries actually received by an Indemnified Person prior to the end of the applicable Claims Period under any existing insurance policies of the Company (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or injunction. The foregoing shall not be deemed premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to be procure such recoveries) in respect of any Indemnifiable Damages incurred, paid, reserved, accrued or construed as a waiver or election of remedies otherwise suffered by any of the Parties, and each of the Parties expressly reserve Indemnified Person; provided that no Indemnified Person shall have any and all rights and remedies available obligation to them at law seek to obtain or in equity in the event of continue to pursue any breach or default by the other Parties under this Agreementsuch recoveries.

Limitations. (a) In Neither Sellers nor Purchaser shall ----------- have any liability to the other under this Article IX and no event shall the Seller have liability claim under Section 8.2(a)(ithis Article IX shall: (i) accrue unless and only to the extent that the actual liability of (A) the Sellers (as a breach group) pursuant to the indemnification provisions hereof and the Merger Agreement exceeds $2,500,000 in the aggregate, (B) the Purchaser (as a group) pursuant to the indemnification provisions hereof and in the Merger Agreement (other than liability arising as a result of a representation breaches of Section 3.25 hereof or warranty results from, relates to or arises out Section 3.25 of the T-Mobile Parties’ breach Merger Agreement) exceeds $2,500,000 in the aggregate, or (C) the Purchaser (as a group) pursuant to the indemnification provisions of this Agreement and the Merger Agreement arising as a result of breaches of Section 3.25 hereof and Section 3.25 of the Existing Lease or Merger Agreement exceeds $2,500,000 in the use or operation aggregate each a "Relevant Claim"); (ii) be made to the extent that any loss is recovered under a policy of insurance payable to the Indemnified Party which policy is in force on the date of loss; (iii) be made following the three year anniversary of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability Closing Date except with respect to Purchaser's obligations under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementSection 5.14. (b) In no event The liability of Sellers shall cease, and any subsisting claim shall be withdrawn, upon the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, Hospital Businesses (or the Seller’s remediesindividual Hospital relating to such claim) ceasing for any reason to be directly or indirectly wholly owned by the Purchaser or by a corporation controlled, with respect to directly or indirectly, by the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)Purchaser. (c) Notwithstanding In the event that an Indemnified Party is entitled to recover any other provisions sum (whether by payment, discount, credit or otherwise) from any third party in respect of this Agreement, in no event shall any Party matter for which a claim of indemnity could be made against the party hereto that would be liable for the Damages to an Indemnified Party hereunder (an "Indemnifying Party"), the Indemnified Party shall use commercially reasonable efforts to recover such sum from such third party (but shall not be required to institute legal proceedings) and any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless sum recovered will reduce the amount of the theory of recoveryclaim; and if the Indemnifying Party pays to the Indemnified Party an amount in respect of, provided that this Section 8.3(c) shall not apply to any damages awarded to and the Indemnified Party subsequently recovers from a third party pursuant to a finalsum which is referable to, non-appealable order; provided thatthat claim, for the avoidance of doubt, this Section 8.3(c) Indemnified Party shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable forthwith repay to the Seller pursuant to Section 2.1(b)(ii)Indemnifying Party, including so much of the amount paid by it as does not exceed the sum recovered from the third party less all reasonable costs, charges and expenses incurred by the Indemnified Party in connection obtaining payment in respect of that claim and in recovering that sum from the failure to pay the Purchase Price when due hereunderthird party. (d) The amount If either party is liable to the other for Damages arising out of any Losses for which an Indemnified breach, misrepresentation or nonfulfillment of any representations, warranties or covenants set forth in this Agreement, then the liability of the Indemnifying Party claims indemnification under this Agreement shall be reduced by: (i) and any insurance proceeds actually received by amount paid shall be refunded when and to the extent that the Indemnified Party with respect to such Losses obtains the benefit of a reduction in its liability for its tax (net whether by way of any increases in premiums credit or other costs attributable thereto); and (iiotherwise) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties which it would not have an adequate remedy at law for money damages in obtained had the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition breach which gave rise to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations liability of the other (as applicable). Each Indemnifying Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementarisen.

Limitations. (a) In no event Notwithstanding the provisions set forth above, the Sellers shall not be liable to the Seller have liability Buyer for any Loss under Section 8.2(a)(i10.2(i) or (iii) unless and until the total of all Losses sustained or incurred by the Buyer pursuant to Sections 10.2(i) and (iii) (excluding amounts received from the Company's insurers for all such Losses), shall equal or exceed $200,000; provided, however, that once this threshold is met, (w) all Losses from dollar one up to $4,000,000 (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Sellers and shall be recoverable by the Buyer from the Sellers, (x) the next $4,000,000 worth of Losses (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Buyer and shall not be recoverable from the Sellers, (y) the next $4,000,000 worth of Losses (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Sellers and shall be recoverable by the Buyer from the Sellers, and (z) any Losses in excess of $12,000,000 (excluding amounts received from the Company's insurers for all such Losses) shall be the liability of the Buyer and shall not be recoverable from the Sellers. Notwithstanding the provisions set forth above, the Buyer shall not be liable to the extent a breach Sellers for any Loss under Section 10.3(i) or (iii) unless and until the total of a representation all Losses sustained or warranty results fromincurred by the Sellers pursuant to Sections 10.3(i) and (iii) (excluding amounts received from the Sellers' insurers for all such Losses), relates shall equal or exceed $200,000; provided, however, that once this threshold is met, (w) all Losses from dollar one up to or arises out $4,000,000 (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the T-Mobile Parties’ breach Buyer and shall be recoverable by the Sellers from the Buyer, (x) the next $4,000,000 worth of Losses (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the Existing Lease or Sellers and shall not be recoverable from the use or operation Buyer, (y) the next $4,000,000 worth of Losses (excluding amounts received from the Sellers' insurers for all such Losses) shall be the liability of the Seller Licenses Buyer and shall be recoverable by the T-Mobile Parties or their Affiliates thereunder. In no event Sellers from the Buyer, and (z) any Losses in excess of $12,000,000 (excluding amounts received from the Sellers' insurers for all such Losses) shall be the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including Sellers and shall not be recoverable from the remedies of the Seller Buyer. The limitations set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.10.5 shall

Limitations. (a) In Seller will have no event shall liability (for indemnification or otherwise) with respect to any representation, warranty, covenant or agreement in this Agreement unless: (i) in the case of any Wi-LAN Claim, on or before the third anniversary of the Closing, Buyer notifies Seller have liability under Section 8.2(a)(i) to the extent a breach in writing of a representation Wi-LAN Claim in accordance with the terms of this Agreement; and (ii) in the case of any other claim, on or warranty results from, relates to or arises out before the end of the T-Mobile Parties’ breach 18th month after the date of Closing, Buyer notifies Seller in writing of a claim in accordance with the Existing Lease or the use or operation terms of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In Buyer will have no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to (for indemnification or limit T-Mobile Parties’ liability, or the Seller’s remedies, otherwise) with respect to any representation, warranty, covenant or agreement in this Agreement unless, on or before the payment end of the Purchase Price18th month after the date of Closing, including Seller notifies Buyer in writing of a claim specifying the remedies factual basis of that claim in accordance with the Seller set forth in Section 2.1(b)terms of this Agreement. (c) Notwithstanding Seller will have no liability to any other provisions of this AgreementBuyer Indemnified Party for any claim for indemnification under Section 8.2(a) unless and until such claim, individually, equals or exceeds $50,000, in no event which case the Seller shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, only for the avoidance Damages in excess of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder$50,000. (d) The Notwithstanding anything contained in this Agreement to the contrary and except in the case of a Wi-LAN Claim, the amount of any Losses for which an Indemnified Party claims indemnification the indemnifying Party’s liability under this Agreement shall be reduced by: net of (i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); third party indemnity or contribution amounts recoverable by an Indemnified Person, and (ii) any indemnification or reimbursement payments actually received by Tax savings that reduce the overall impact of the Damages upon the Indemnified Party from third parties (other than insurers) with respect to such Losses (net Person. In computing the amount of any costs attributable thereto)such Tax savings, the Indemnified Person 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 indemnity payment hereunder or the incurrence of any payment of any Damages. Each Party shall use commercially reasonable efforts to mitigate its damages. (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages Notwithstanding anything contained in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches ofthe contrary, or including but not limited to enforce compliance withthe representations and warranties of Seller set forth in Section 3 and Seller’s indemnification obligations under Section 8.2, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement Seller shall not be required to provide any bond or other security in connection have no liability with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Partiesrespect to, and each no duty to defend, indemnify or hold harmless Buyer from, any claim brought by WiLAN Inc. or its Affiliates based on any infringement of Intellectual Property occurring after the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementClosing.

Limitations. (a) In no event shall the Seller have liability The indemnification and reimbursement ----------- obligations under Section 8.2(a)(i) to 5.1 shall expire on the extent a breach of a representation or warranty results from, relates to or arises out first anniversary of the T-Mobile Parties’ breach Closing Date (the "Expiration Date"), except as to any claims for, or any claims that may result in, any liability, judgment, claim, settlement, loss, damage, fee, lien, tax, penalty, obligation or expense for which indemnity may be sought hereunder of which the Existing Lease Indemnifying Party (or the use Representative) has received written notice from the Indemnified Party on or operation of before the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementExpiration Date. (b) In no event Sellers' obligations under Section 5.1 shall not exceed, in the T-Mobile Parties’ aggregate liability aggregate, $1,600,000. Parent's and Subsidiary's obligations under this Article 8 exceed Section 5.1 shall not exceed, in the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityaggregate, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)$1,600,000. (c) Notwithstanding Sellers shall only be liable to the Parent Indemnified Parties for Losses with respect to the matters described in Section 5.1 if any other provisions of such Losses exceed, in the aggregate, $250,000 in which case Sellers shall be liable, to the extent provided in this Agreement, in no event for any and all such Losses. Parent shall any Party only be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant Indemnified Parties for Losses with respect to the matters described in Section 2.1(b)(ii)5.1 if any such Losses exceed, including in connection the failure aggregate, $250,000 in which case Parent shall be liable, to pay the Purchase Price when due hereunderextent provided in this Agreement, for any and all such Losses. (d) The amount of any Losses for which an Indemnified Party claims indemnification under or reimbursement payment required pursuant to this Agreement shall be determined taking into account any hypothetical tax liability resulting from the receipt of the indemnity payment and any hypothetical tax benefit resulting from the payment or incurrence of taxes giving rise to the indemnity payment, as determined by Parent, acting reasonably and in good faith. (e) The amount of any indemnification or reimbursement payment required pursuant to this Agreement shall be reduced by: (i) by the amount of any insurance proceeds recoveries actually received by the Indemnified Party with respect to such Losses (net Party. In the event that any claim for indemnification asserted hereunder is, or may be, the subject of the Company's or any increases in premiums party's hereto insurance or other costs attributable thereto); and (ii) any right to indemnification or reimbursement payments actually received by contribution from any third party (a "Third Party Contributor"), the Indemnified Party from third parties (other than insurers) with respect agrees to promptly notify the applicable insurance carrier of such claim and tender defense thereof to such Losses (net of carrier, and shall also promptly notify any costs attributable thereto). (e) potential Third Party Contributor. Each Indemnified Party shall pursue, at the cost and expense of the Parties acknowledges Indemnifying Party, such claims diligently and agrees that to reasonably cooperate, at the Seller Licenses cost and the transactions contemplated by this Agreement are unique and each expense of the Seller Indemnifying Party, with each such insurance carrier and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsThird Party Contributor, and therefore agrees thatto make no claim for indemnification hereunder for a period of 180 days after making a claim for such insurance or contribution. If insurance coverage or contribution is denied, in addition to all other remedies available at law or in equityif no resolution of an insurance or contribution claim shall have occurred within such 180 days, the other Indemnified Party may proceed for indemnification hereunder, and such Indemnifying Party shall be entitled subrogated to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations rights of the other (as applicable). Each Indemnified Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to against such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementinsurance carrier.

Limitations. (a) In no event Seller shall not have any obligation to indemnify the Seller have liability Buyer Indemnitees from and against any Damages under Section 8.2(a)(i8.1(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Buyer Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (after which point Seller will be obligated to indemnify the Buyer Indemnitees from and against all such Damages in excess of the first one percent (1%) of the Purchase Price) and such indemnification obligation shall not exceed fifteen percent (15%) of the Purchase Price except in the case of fraud or portion thereofintentional misrepresentation; provided, however, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Seller arising out of any Title Defects subject to Section 6.11(b) actually received by or Section 6.14(b), Environmental Defects subject to Section 5.7(b)(iii) or the Seller pursuant to this Agreementrepresentations and warranties in Sections 3.1, 3.2 , 3.9, 3.17, and 3.22. (b) In no event Buyer shall not have any obligation to indemnify the T-Mobile Parties’ aggregate liability Seller Indemnitees from and against Damages under this Article 8 exceed Section 8.2(a), other than Damages resulting by reason of any fraud or intentional misrepresentation, until the Seller Indemnitees have suffered Damages by reason of all such breaches in excess of one percent (1%) of the Purchase Price; provided that Price (after which point Buyer will be obligated to indemnify the Seller Indemnitees from and against all such Damages in no event shall excess of the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment first one percent (1%) of the Purchase Price, including the remedies ) and such indemnification obligation shall not exceed fifteen percent (15%) of the Seller set forth Purchase Price except in Section 2.1(b)the case of fraud or intentional misrepresentation; provided, however, that the foregoing thresholds, deductibles and limitations shall not apply to any indemnification provided by Buyer arising out of the representations and warranties in Sections 4.1, 4.2 and 4.6. (c) Notwithstanding The rights of the Indemnified Parties under this Article VIII 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, Seller and its assets and liabilities, including, without limitation, the Purchased Assets and the Assumed Liabilities; provided, however, that notwithstanding any other provisions provision of this Agreement, in no event nothing herein shall limit any claim of any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental remedies at law or punitive damages, in equity for fraud or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderintentional misrepresentations. (d) The amount of any Losses for which Damages recoverable by an Indemnified Party claims indemnification under this Agreement Article VIII shall be reduced by: (i) by any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any third party. Each Indemnified Party shall use its Reasonable Best Efforts to seek payment or reimbursement for any Damages from its insurance carrier or other collateral sources. In the event that an Indemnified Party shall receive funds from any insurance proceeds actually carrier or collateral source with respect to any Damages, any such amounts so received shall be payable to the Indemnifying Party, regardless of when received by the Indemnified Party, up to such amount previously paid by the Indemnifying Party or their Affiliates with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Damages. (e) Each of Notwithstanding anything to the Parties acknowledges and agrees contrary contained in this Agreement, following a determination that the Seller Licenses and Indemnifying Party is obligated to indemnify the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition Indemnified Party pursuant to all other remedies available at law Sections 8.1(a) or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable8.2(a), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such the deductible amounts set forth in Sections 8.5(a) or 8.5(b), and solely for purposes of determining the amount of any Damages that are the subject matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of a claim for indemnification hereunder, each representation and warranty in this Agreement and each certificate or document delivered pursuant hereto shall be read without regard and without giving effect to enforce specifically the terms term(s) “material” or “Material Adverse Effect” in each instance where the effect of including such term(s) would be to make such representation and provisions of this Agreement shall not warranty less restrictive (as if such words and surrounding related words (e.g., “reasonably be required to provide any bond or other security in connection with any expected to,” “could have” and similar restrictions and qualifiers) were deleted from such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, representations and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementwarranty).

Limitations. (ai) In no event shall Notwithstanding anything to the Seller have liability contrary in this Agreement, (A) Parent Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.2(a)(i8.1(b) and (B) the Stockholder Indemnitees’ aggregate recovery for any and all obligations arising under Section 8.1(d) shall be limited to $1,800,000 (the “Indemnification Cap”); provided however, that this limitation shall not apply to Damages involving the Special Matters, fraud or an intentional misrepresentation. Notwithstanding anything to the extent a breach of a representation or warranty results from, relates to or arises out of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreement. (b) In no event shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that contrary in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party Stockholder or holder of Stock Options or Warrants be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless (i) Damages in excess of the theory aggregate amount paid to such Stockholders or holder of recoveryStock Options or Warrants as set forth in the Payment Spreadsheet and (ii) more than such Stockholder’s or such holder of Stock Options or Warrants Pro Rata Share of any Damages. (ii) No Parent Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(b)(i), provided (ii) or (vi) until the aggregate of all Damages under this Agreement payable pursuant to Section 8.1(b) to such Parent Indemnitees (in the aggregate) exceeds $100,000. No Stockholder Indemnitee shall be entitled to seek indemnification hereunder for Damages pursuant to Section 8.1(d) until the aggregate of all Damages under this Agreement payable to all Stockholder Indemnitees exceeds $100,000. This $100,000 figure is referred to herein as the “Threshold.” At such time as such Damages exceed the Threshold, the applicable Indemnitee shall have the right to seek indemnification from the first dollar; provided, however, that this Section 8.3(c) the Threshold shall not apply to (A) Damages involving fraud or an intentional misrepresentation, (B) the payment of any damages awarded amount with respect to a third party pursuant the Special Matters (other than the representations and warranties in Sections 3.7 and 3.18), (C) Damages relating to a finalTaxes, non-appealable order; provided that, for including as set forth in Section 8.1(c) or (D) Damages relating to Parent’s failure to (x) wire to the avoidance of doubt, this Section 8.3(c) shall not limit transfer agent the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become aggregate amount payable to the Seller pursuant to Stockholders, as set forth in the Payment Spreadsheet (y) fund the account at the Surviving Corporation described in Section 2.1(b)(ii1.7(b) or (z) fund the account at the Surviving Corporation described in Section 1.7(c), including in connection each case for which Indemnitees shall be entitled to seek indemnification hereunder for Damages from the failure to pay the Purchase Price when due hereunderfirst dollar. (diii) The So long as the Escrow Fund has not been fully disbursed in accordance with the Escrow Agreement, in the event that an Indemnitee receives insurance proceeds in respect of Damages or alleged Damages, the calculation of Damages shall be limited to the amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) such Damages net of the difference between any insurance proceeds actually received by the Indemnified Party Indemnitee in respect thereof minus the amount of premiums paid for such insurance by the Indemnitee. Once the Escrow Fund has been fully disbursed in accordance with the Escrow Agreement, in the event that a Parent Indemnitee receives insurance proceeds in respect of Damages relating to a specific Claim or alleged Damages relating to such Claim, the calculation of Damages relating to such Claim shall be limited to the excess, if any, of (a) the amount of such Damages over (b) the sum of any insurance proceeds received by the Parent Indemnitee in respect of such Claim (net of premiums paid for such insurance and expenses incurred in connection with collecting such insurance) and any indemnification payments received by the Parent Indemnitee from the Stockholders, holders of Stock Options and holders of Warrants in respect of Damages relating to such Claim (net of any expenses incurred by the Parent Indemnitee in collecting such payments). Any such excess shall be paid to the Stockholders’ Agent for return on a pro rata basis to the Stockholders, holders of Stock Options and holders of Warrants who made a payment to the Parent Indemnitee with respect to such Losses (net Damages. The parties hereto agree that Parent shall not be liable for payment of any increases such excess to the Stockholders, holders of Stock Options and holders of Warrants after delivery of any such excess to the Stockholders’ Agent. (iv) Notwithstanding any other provision of this Agreement, the Company Disclosure Schedule or any other Exhibit or Schedule to this Agreement or certificate or instrument delivered in premiums connection with this Agreement, the indemnities set forth in this Article 8 shall be the exclusive remedies of the Indemnitees for Damages due to any misrepresentation or breach of any representation or warranty or covenant or agreement contained in this Agreement, the Company Disclosure Schedule or any other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties Exhibit (other than insurersExhibits E-1 and E-2) with respect or Schedule to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have or certificate or instrument delivered in connection with this Agreement, except as to Damages attributable to fraud or an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees thatintentional misrepresentation, in addition which case the aggrieved party shall have recourse to all other remedies available at law or in equity, including (in the other Party case of Parent Indemnitees during the term of the Escrow Agreement) against the Escrow Fund. Nothing contained in this Section 8.2(c)(iv) shall be entitled to prohibit a party from proceeding under Section 8.6 or commencing an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or Action to enforce compliance withthis Article 8. (v) Parent, the covenants Surviving Corporation, the Company and obligations of the other Stockholders and their respective affiliates (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance including all Parent Indemnitees) shall act in good faith and other equitable relief on the basis that in a commercially reasonable manner to mitigate any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this AgreementDamages they may suffer.

Limitations. The obligations under this Section 8.02 shall be subject to the following limitations: (i) Except for any liability for Indemnifiable Damages arising from (A) Fraud committed by Seller, or (B) any Losses related to any claims for indemnification under Section 8.02(a)(iii) (it being understood that liability for Indemnifiable Damages arising from subclauses (A) or (B) of this Section 8.02(b)(i) shall not be subject to the limitations of this Section 8.02(b)), Seller shall not have any liability (a) In no event shall for Indemnifiable Damages until such Indemnifiable Damages exceed $2,000,000 of the Seller have liability under Section 8.2(a)(iClosing Purchase Price (the “Deductible”) and then only to the extent a breach of a representation or warranty results fromsuch Indemnifiable Damages exceed the Deductible, relates to or arises out and (b) for aggregate Indemnifiable Damages in excess of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementIndemnity Cap. (bii) In no event The obligations under Section 8.02 shall terminate on the T-Mobile Parties’ aggregate liability under this Article 8 exceed second anniversary of the Purchase PriceClosing Date; provided provided, however, that in no event such obligations shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, not terminate with respect to any item as to which Buyer shall have, prior to the payment expiration of the Purchase PriceSurvival Period, including the remedies of the Seller set forth in Section 2.1(b)previously made a claim by delivering an Indemnification Notice. (ciii) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ Seller’s indemnification obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 including indemnification with respect to such Losses any Transaction Documents) will be satisfied solely by (net of and shall be limited to) an offset to any increases in premiums or other costs attributable thereto); and future amounts payable under the Installment Payments, by deducting the amount (iiif any) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees Buyer’s Indemnifiable Damages from the future amounts payable pursuant to the Installment Payment, with such offsets being applied first to the Installment Payment that is due on the first anniversary of the Closing Date. The Buyer shall have no recourse against the Seller Licenses (and the transactions contemplated by this Agreement are unique and each Seller shall have no indemnification obligations) outside of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementoffset against unpaid Installment Payments.

Limitations. (a) In To the extent not attributable to gross negligence or willful misconduct of Napo and/or its Affiliates, Glenmark and/or its Affiliates shall retain and shall be responsible for paying, performing and discharging when due, all Glenmark’s Liabilities; provided, however, that this Section 4.3(a) shall in no event way alter the scope of Napo’s indemnification obligations under ARTICLE VII herein. Napo shall not assume, nor have any responsibility for, any Liabilities of Glenmark and/or its Affiliates, including: (i) any Liabilities arising out of, or relating to, any of the Seller have liability under Section 8.2(a)(i) Transferred Assets, on or prior to the extent a breach Transfer Date; (ii) Glenmark’s and/or its Affiliates’ obligations under this Agreement; and, (iii) any Liabilities of a representation or warranty results from, relates to or arises Glenmark and/or its Affiliates arising out of the T-Mobile Parties’ breach or related, in any way, to any of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementExcluded Assets. (b) In no event Glenmark and/or its Affiliates shall the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that have paid in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liabilityfull, or the Seller’s remediesafter November 2, with respect 2016 and prior to the Transfer Date, all filing, prosecution, renewal and maintenance fees of all Joint IP and Glenmark IP, currently due and payable. On the Transfer Date, there shall be no balance due for any such fees. Thereafter, within thirty (30) days from the Transfer Date, Napo will reimburse Glenmark for documented payment by Glenmark of all such fees, if any, upon receipt from Glenmark of clear documentation reflecting the Purchase Pricepayments remitted after November 2, including the remedies of the Seller set forth in Section 2.1(b)2016. (c) Notwithstanding any other provisions Upon the terms and subject to the conditions of this Agreement, from and after the Transfer Date, Napo will be responsible for and pay, perform and/or otherwise discharge those Liabilities incurred after the Transfer Date (including any Liabilities arising in respect of Taxes imposed after the Transfer Date) directly arising out of or in connection with or directly related to the Transferred Assets or the Licensed IP, the use thereof, or the marketing or sale of the Licensed Products by or on behalf of Napo or its Affiliates; provided, that notwithstanding anything to the contrary in this Agreement, the Liabilities of Napo shall, in no event shall include any Party be liable for any Losses existing Liabilities that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable arose prior to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderTransfer Date. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement.

Limitations. (a) In no event The Semotus Indemnified Parties shall not be entitled to any indemnification payment from Flint or the Seller have liability Parent under Section 8.2(a)(i11.1 above for breaches of representations and warranties unless and until the cumulative amount of all Semotus Losses determined to have been incurred by the Semotus Indemnified Parties as a result of all such breaches exceeds $100,000 (the "Semotus Deductible"); PROVIDED, HOWEVER, that no payment shall be made, no amount shall be counted towards satisfaction of the Semotus Deductible and no right to indemnification shall exist with respect to any individual Loss of less than $10,000 (the "Semotus De Minimis Amount") it being understood that any related Loss or Losses arising out of similar facts or circumstances shall be considered as one Loss for purposes of determining whether the Semotus De Minimis Amount has been satisfied and it being further understood that for any such Loss exceeding such Semotus De Minimis Amount, a payment shall be made for the full amount of the Loss (subject to the extent Semotus Deductible); PROVIDED, HOWEVER, if such aggregate amount exceeds $100,000, then in such event the Semotus Indemnified Parties shall be entitled to an indemnification payment for the full amount of Losses that exceeds such $100,000. The Semotus Deductible and the Semotus De Minimis Amount shall not apply to the obligations of Flint and Parent herein to indemnify the Semotus Indemnified Parties in connection with (x) a breach by Flint or Parent of a representation or warranty results fromcontained in Section 4.1 (Organization), relates Section 4.2 (Authorization), Section 4.7 (Sufficiency of and Title to Assets), Section 4.15 (Tax Returns; Taxes) or arises out of the T-Mobile Parties’ Section 5.1 (Authorization) or (y) any breach of the Existing Lease a covenant by Flint or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementParent herein. (b) In The Flint Indemnified Parties shall not be entitled to any indemnification payment from Semotus under Section 11.2 above for breaches of representations and warranties unless and until the cumulative amount of all Flint Losses determined to have been incurred by the Flint Indemnified Parties as a result of all such breaches exceeds $100,000 (the "Flint Deductible"); PROVIDED, HOWEVER, that no event payment shall be made, no amount shall be counted towards satisfaction of the T-Mobile Parties’ aggregate liability under this Article 8 exceed the Purchase Price; provided that in Flint Deductible and no event right to indemnification shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, exist with respect to any individual Loss of less than $10,000 (the "Flint De Minimis Amount") it being understood that any related Loss or Losses arising out of similar facts or circumstances shall be considered as one Loss for purposes of determining whether the Flint De Minimis Amount has been satisfied and it being further understood that for any such Loss exceeding such Flint De Minimis Amount, a payment shall be made for the full amount of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). Loss (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable subject to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable theretoFlint Deductible); and (ii) any indemnification or reimbursement payments actually received by PROVIDED, HOWEVER, if such aggregate amount exceeds $100,000, then in such event the Flint Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions indemnification payment for the full amount of Losses that exceeds such $100,000. The Flint Deductible and the Flint De Minimis Amount shall not apply to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of Semotus herein to indemnify the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security Flint Indemnified Parties in connection with any such order (x) a breach by Semotus of a representation or injunction. The foregoing shall not be deemed to be warranty contained in Section 6.1 (Organization), Section 6.2 (Authorization) or construed as a waiver Section 6.15 (Tax Returns; Taxes) or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of (y) any breach or default of a covenant by the other Parties under this AgreementSemotus herein.

Limitations. (a) In no event shall the Seller have liability With respect to claims for Damages arising under Section 8.2(a)(i7.1(a), the Company Equityholders shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds the Deductible (at which point the Company Equityholders shall become liable for all Damages under Section 7.1(a) in excess of one half (1/2) of the amount of the Deductible); provided that the limitation set forth in this sentence shall not apply to the extent (i) claims based on fraud or Knowing Misrepresentation or (ii) any claim pursuant to Section 7.1(a) relating to a breach of a representation or warranty results from, relates to or arises out any of the T-Mobile Parties’ breach of the Existing Lease or the use or operation of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementFundamental Representations. (b) In no event Except for claims based on fraud or Knowing Misrepresentation, the Escrow Fund established in accordance with the provisions of Section 2.6(i) and the Offset Right shall be the T-Mobile Parties’ aggregate liability sole and exclusive means for the Buyer to recover any Damages for which it is entitled to indemnification under this Article 8 exceed VII. In the Purchase Price; provided that case of claims based upon fraud or Knowing Misrepresentation, where the claim of such fraud or Knowing Misrepresentation is asserted by the Buyer on or prior to the fifth (5th) anniversary of the Closing, the Company Equityholders shall have personal liability, on a several and pro rata basis (based on proceeds actually received by the Company Equityholders), for all Damages incurred by the Buyer resulting from any such fraud or Knowing Misrepresentation, but in no event shall any Company Equityholder be liable for an amount in excess of the foregoing limitation amount of liability apply the consideration actually received by such Company Equityholder pursuant to this Agreement and in no event shall any Company Equityholder be liable for claims of fraud or limit T-Mobile Parties’ liabilityKnowing Misrepresentation asserted by the Buyer after the fifth (5th) anniversary of the Closing. Notwithstanding the foregoing, or if the Seller’s remediesEscrow Fund has been established in accordance with the provisions of Section 2.6(i), with respect the Buyer shall not attempt to collect any Damages directly from any Company Equityholder unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b)Escrow Agreement. (c) Notwithstanding No Company Equityholder shall have any other provisions 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. (d) The rights of the Buyer under this Article VII shall be the sole and exclusive remedy of the Buyer with respect to claims under or otherwise relating to the transactions that are the subject of this Agreement. Without limiting the generality of the foregoing, in no event shall any Party party, its successors or permitted assigns be liable for any Losses that are lost profits, consequential, exemplary, special, incidental entitled to claim or punitive damages, or otherwise not constituting actual direct Losses, regardless seek rescission of the theory of recovery, provided that transactions consummated by this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto)Agreement. (e) Each Any payments made to a Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Total Consideration for Tax purposes to the extent permitted by Law. (f) Notwithstanding anything to the contrary in this Agreement, the Company Equityholders shall not have any liability to the Buyer if any Tax attributes of the Parties acknowledges and agrees that Company or any Subsidiary (including net operating loss carryovers, capital loss carryovers, adjusted basis or credits) are not available to the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its termsCompany, and therefore agrees that, in addition to all other remedies available at law or in equityany Subsidiary, the other Party Buyer, or any of their Affiliates for any taxable period or portion thereof ending after the Closing Date. (g) The Buyer shall not be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy indemnification for any reason at law or Damages in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches respect of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security liability taken into account in connection with any such order or injunction. The foregoing shall not be deemed the Final Closing Adjustment, but only to be or construed as a waiver or election of remedies by any the extent included in the calculation of the PartiesFinal Closing Adjustment. (h) Notwithstanding anything the to the contrary in this Agreement, the sole and each exclusive means for the Buyer or its Affiliates to recover any Damages for which it is entitled to indemnification pursuant to clause (2) of Section 7.1(e) of the Parties expressly reserve any Disclosure Schedule shall be limited to and all rights and remedies available not exceed the exercise of the Offset right with respect to them at law one hundred percent (100%) of Milestone #10; provided, however, that if a Claim Notice or in equity in Expected Claim Notice pursuant to clause (2) of Section 7.1(e) of the event of any breach or default Disclosure Schedule is delivered by the other Parties under this AgreementBuyer following the payment of Milestone #10, the sole and exclusive means for the Buyer or its Affiliates to recover any Damages for which it is entitled to indemnification pursuant to clause (2) of Section 7.1(e) of the Disclosure Schedule shall be limited to and not exceed Five Million Dollars ($5,000,000).

Limitations. (a) In no event shall the Seller have liability Except as set forth in this Section 9.4(a), despite any other provision in this Article IX, with respect to indemnification under Section 8.2(a)(i9.1(a)(iii), the Parent Indemnified Parties will be entitled to indemnification thereunder only: (i) if the aggregate Parent Indemnifiable Amounts under those Sections exceeds $******************** (the “Parent Threshold Amount”), in which event the Parent Indemnified Parties will be entitled to indemnification for all Parent Indemnifiable Amounts, including all Parent Indemnifiable Amounts used to reach the Parent Threshold Amount; (ii) with respect to Parent Indemnifiable Amounts arising in connection with ******************** to the extent that such aggregate Parent Indemnifiable Amounts do not exceed ******************** ($********************); and (iii) to the extent a breach that the aggregate Parent Indemnifiable Amounts under those Sections do not exceed the amount of a representation or warranty results fromavailable Escrow Funds; provided, relates however, that, Parent Indemnifiable Amounts arising out of any breaches of representations and warranties in ******************** shall not be limited as set forth in this clause (iii) above but instead shall be limited to or arises ******************** ($********************) less any amounts paid out of the T-Mobile Parties’ breach Escrow Account in accordance with the provisions of the Existing Lease or the use or operation Escrow Agreement. The limitations of this Section 9.4(a) do not apply to, and any calculation of the Seller Licenses by Parent Threshold Amount as it relates to other Parent Indemnifiable Amounts will not include, Parent Indemnifiable Amounts arising out of ********************. For the T-Mobile Parties or their Affiliates thereunder. In no event shall avoidance of doubt, the Seller’s aggregate liability limitations of this Section 9.4 do not apply to indemnification for Taxes under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementSection 7.8(f). (b) In no event shall the T-Mobile Parties’ aggregate liability under Except as set forth in this Section 9.4(b), despite any other provision in this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remediesIX, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (d) The amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by: (iSection 9.1(b)(i) any insurance proceeds actually received by the Indemnified Party with respect to such Losses (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall Indemnifying Holders will be entitled to an injunction or injunctions indemnification thereunder only if the aggregate Stockholder Indemnifiable Amounts thereunder exceeds $******************** (the “Stockholder Threshold Amount”), in which event such Persons will be entitled to prevent or restrain breaches or threatened breaches indemnification for all Stockholder Indemnifiable Amounts, including all Stockholder Indemnifiable Amounts used to reach the Stockholder Threshold Amount. The limitations of this Agreement by the other (as applicable)Section 9.4(b) do not apply to, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations any calculation of the Stockholder Threshold Amount as it relates to other (as applicable). Each Party agrees that it Stockholder Indemnifiable Amounts will not oppose the granting include, Stockholder Indemnifiable Amounts arising out of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement********************.

Limitations. The following provisions of this Section 8.4 shall limit the indemnification obligations hereunder: (a) In no event The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article VIII unless a written claim for indemnification in accordance with Section 8.2 or Section 8.3 is given by the Seller have liability under Section 8.2(a)(i) Indemnified Party to the extent Indemnifying Party with respect thereto on or before 5:00 p.m., Nashville, Tennessee time, on or prior to the first anniversary of the Closing Date; provided, however, that written claims for indemnification (i) for Indemnified Costs arising out of (x) a breach of a any representation or warranty results fromcontained in Sections 5.1, relates to 5.2, 5.3, 5.6, 5.7, 6.1, 6.2, 6.3 and 6.5 (the “Fundamental Representations”) or arises (y) an Excluded Liability may be made at any time, and (ii) for Indemnified Costs arising out of the T-Mobile Parties’ a breach of any covenant may be made at any time prior to the Existing Lease or the use or operation expiration of the Seller Licenses by the T-Mobile Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant such covenant according to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this Agreementits terms. (b) In no event An Indemnifying Party shall the T-Mobile Parties’ aggregate liability not be obligated to pay for any Indemnified Costs under this Article 8 VIII until the amount of all such Indemnified Costs exceeds, in the aggregate, $125,000, in which event Indemnifying Party shall pay or be liable for all such Indemnified Costs from the first dollar. The aggregate liability of an Indemnifying Party under this Article VIII shall not exceed $3,750,000. The limitations in the Purchase Price; provided that in no event previous two sentences shall the foregoing limitation of liability not apply to or limit T-Mobile Parties’ liability, or the Seller’s remedies, with respect Indemnified Costs to the payment extent such costs arise out of the Purchase Price, including the remedies (i) a breach of the Seller set forth in Section 2.1(b)any Fundamental Representations or (ii) an Excluded Liability. (c) Notwithstanding any other provisions of this Agreement, in no event shall any Each Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all after the Closing Date, notwithstanding any other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions provision of this Agreement to prevent breaches or threatened breaches ofthe contrary, the Buyer’s and the other Buyer Indemnified Parties’ and the Seller’s and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article VIII. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Ancillary Documents. Any indemnification obligation of the Seller to the Buyer Indemnified Parties on the one hand, or the Buyer to enforce compliance withthe Seller Indemnified Parties on the other hand, pursuant to this Article VIII shall be reduced by an amount equal to any indemnification recovery by such Indemnified Parties pursuant to the covenants and obligations other Ancillary Documents between the Parties to the extent that such other indemnification recovery arises out of the other (as applicable). Each Party agrees that it will not oppose same event or circumstance giving rise to the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any indemnification obligation of the PartiesSeller or the Buyer, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementrespectively, hereunder.

Limitations. Except for any action or claim based on Actual Fraud, indemnification rights for Losses pursuant to Section 11.01 are subject to the following limitations: (ai) The Seller Indemnifying Parties shall not be liable to the Buyer Indemnitees for any Losses with respect to the matters contained in Section 11.01(a) unless the Losses therefrom exceed an aggregate amount equal to $551,250 (the “Deductible Amount”), and then only for Losses in excess of the Deductible Amount. For purposes of calculating whether there has been any such inaccuracy or breach and for purposes of calculation any Losses arising from such inaccuracy or breach, such representation and warranty shall be read as if it were not qualified by any concept of “material,” “materiality” or “Material Adverse Effect” or a similar qualification. (ii) In no event shall the aggregate liability of the Seller have liability Indemnifying Parties under Section 8.2(a)(i11.01(a) exceed the Indemnity Escrow Amount (the “R&W Cap”). (iii) Any indemnification obligation of the Seller Indemnifying Parties pursuant to Section 11.01(a) shall be satisfied, within five (5) Business Days of the final determination of the amount of the indemnification claim: (a) first from the Indemnity Escrow Amount (and the Seller’s Representative and Buyer shall deliver joint instruction to the Escrow Agent providing for the appropriate release of the Indemnity Escrow Amount), and (b) then, to the extent a breach of a representation or warranty results fromsuch claim is not an exclusion listed on the R&W Insurance Policy, relates to or arises out of from the T-Mobile Parties’ breach of the Existing Lease or the use or operation R&W Insurance Policy. (iv) The aggregate liability of the Seller Licenses by Indemnifying Parties under Section 11.01(b) shall not exceed $1,000,000 (the T-Mobile “Guaranteed Amount”). (v) Any indemnification obligation of the Seller Indemnifying Parties or their Affiliates thereunder. In no event shall the Seller’s aggregate liability under this Article 8 or otherwise pursuant to this Agreement exceed Section 11.01(b) shall be satisfied, within five (5) Business Days of the Purchase Price (or portion thereof) actually received final determination of the amount of the indemnification claim, by the Seller Indemnifying Parties. (vi) For the avoidance of doubt, neither the Deductible Amount nor the R&W Cap limitations shall apply to the indemnification rights of the Buyer Indemnitees pursuant to this AgreementSection 11.01(b). (vii) To the extent that a Pre-Closing Tax is included in the calculation of Indebtedness, Buyer shall not be able to seek indemnification under Section 11.01 for such Pre-Closing Tax. (b) In no event The parties hereto hereby acknowledge and agree that, except with respect to Section 2.04, their sole and exclusive remedy after the Closing Date with respect to any and all monetary claims relating to the subject matter of this Agreement shall be pursuant to the T-Mobile Parties’ aggregate liability under indemnification provisions set forth in this Article 8 exceed XI; provided, however, that nothing in this Section 11.03 shall limit any Person’s right to (i) seek and obtain any equitable relief to which any Person shall be entitled, (ii) to seek any remedy on account of Actual Fraud, (iii) enforce any covenant or agreement contained in this Agreement that by its terms is to be performed following the Purchase Price; provided that in no event shall Effective Time or (iv) enforce its rights and remedies under the foregoing limitation of liability apply Escrow Agreement, Restrictive Covenant Agreements or Offer Letters. (c) The right to or limit T-Mobile Parties’ liabilityindemnification, payment, reimbursement, or any other remedy based on any representation, warranty, covenant, obligation or agreement contained in this Agreement will not be affected by any investigation conducted at any time or any knowledge acquired (or capable of being acquired) at any time, in each case whether before or after the Seller’s remediesClosing Date, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental accuracy or punitive damagesinaccuracy of, or otherwise not constituting actual direct Lossescompliance with, regardless of the theory of recoveryany such representation, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a finalwarranty, non-appealable order; provided thatcovenant, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs obligation or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunderagreement. (d) The amount of Subject to Buyer’s obligations in Section 11.06(b)(iii), to the extent required by applicable Law, the Buyer Indemnitees shall (and, after the Closing, the Company shall and shall cause the other Target Companies to) use commercially reasonable efforts to mitigate any Losses that are indemnifiable hereunder, whether by asserting claims against third parties, by qualifying for which a benefit that may reduce or eliminate an Indemnified Party claims indemnification under this Agreement shall be reduced by: (i) indemnified matter, or otherwise. In the event that the Buyer Indemnitees or any insurance proceeds actually received by the Indemnified Party with respect Target Company fails to use commercially reasonable efforts to mitigate any such Losses (net of as required by applicable Law, then notwithstanding anything else to the contrary contained herein, the Sellers shall not be required to indemnify a Buyer Indemnitee for any increases in premiums Loss that would reasonably be expected to have been avoided or other costs attributable thereto); and (ii) any indemnification reduced if the Buyer Indemnitee or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to Target Companies, as appropriate, had made such Losses (net of any costs attributable thereto)efforts. (e) Each Payments by any Seller pursuant to Section 11.01. in respect of any Loss shall be limited to the Parties acknowledges amount of any liability or damage that remains after deducting therefrom any insurance proceeds and agrees any indemnity, contribution or other similar payment received by the Buyer Indemnitees or any of their respective Affiliates in respect of any such claim; provided that the Seller Licenses and amount of such proceeds or payment actually received shall be net of: (a) any deductibles for the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages applicable insurance policies; (b) any increase in the event that this Agreement has not been performed in accordance with its terms, premium for the applicable insurance policies arising from such Losses; and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other (as applicable). Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that c) any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security reasonable, documented costs incurred in connection with any collecting such order proceeds or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreementpayment.

Limitations. (a) In no Except as set forth in this Section 9.4(a), despite any other provision in this Article IX, with respect to indemnification under ********************, the Parent Indemnified Parties will be entitled to indemnification thereunder only: (i) if the aggregate Parent Indemnifiable Amounts under those Sections exceeds $******************** (the “Parent Threshold Amount”), in which event shall the Seller have liability under Section 8.2(a)(iParent Indemnified Parties will be entitled to indemnification for all Parent Indemnifiable Amounts, including all Parent Indemnifiable Amounts used to reach the Parent Threshold Amount; (ii) with respect to Parent Indemnifiable Amounts arising in connection with ******************** to the extent that such aggregate Parent Indemnifiable Amounts do not exceed ******************** ($********************); and (iii) to the extent a breach that the aggregate Parent Indemnifiable Amounts under those Sections do not exceed the amount of a representation or warranty results fromavailable Escrow Funds; provided, relates however, that, Parent Indemnifiable Amounts arising out of any breaches of representations and warranties in ******************** shall not be limited as set forth in this clause (iii) above but instead shall be limited to or arises ******************** ($********************) less any amounts paid out of the T-Mobile Parties’ breach Escrow Account in accordance with the provisions of the Existing Lease or the use or operation Escrow Agreement. The limitations of this Section 9.4(a) do not apply to, and any calculation of the Seller Licenses by Parent Threshold Amount as it relates to other Parent Indemnifiable Amounts will not include, Parent Indemnifiable Amounts arising out of ********************. For the T-Mobile Parties or their Affiliates thereunder. In no event shall avoidance of doubt, the Seller’s aggregate liability limitations of this Section 9.4 do not apply to indemnification for Taxes under this Article 8 or otherwise pursuant to this Agreement exceed the Purchase Price (or portion thereof) actually received by the Seller pursuant to this AgreementSection 7.8(f). (b) In no event shall the T-Mobile Parties’ aggregate liability under Except as set forth in this Section 9.4(b), despite any other provision in this Article 8 exceed the Purchase Price; provided that in no event shall the foregoing limitation of liability apply to or limit T-Mobile Parties’ liability, or the Seller’s remediesIX, with respect to the payment of the Purchase Price, including the remedies of the Seller set forth in Section 2.1(b). (c) Notwithstanding any other provisions of this Agreement, in no event shall any Party be liable for any Losses that are lost profits, consequential, exemplary, special, incidental or punitive damages, or otherwise not constituting actual direct Losses, regardless of the theory of recovery, provided that this Section 8.3(c) shall not apply to any damages awarded to a third party pursuant to a final, non-appealable order; provided that, for the avoidance of doubt, this Section 8.3(c) shall not limit the T-Mobile Parties’ obligations to pay any interest, fees, costs or expenses that may become payable to the Seller pursuant to Section 2.1(b)(ii), including in connection the failure to pay the Purchase Price when due hereunder. (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 (net of any increases in premiums or other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each of the Parties acknowledges and agrees that the Seller Licenses and the transactions contemplated by this Agreement are unique and each of the Seller and the T-Mobile Parties would not have an adequate remedy at law for money damages in the event that this Agreement has not been performed in accordance with its terms, and therefore agrees that, in addition to all other remedies available at law or in equity, the other Party shall Indemnifying Holders will be entitled to an injunction or injunctions indemnification thereunder only if the aggregate Stockholder Indemnifiable Amounts thereunder exceeds $******************** (the “Stockholder Threshold Amount”), in which event such Persons will be entitled to prevent or restrain breaches or threatened breaches indemnification for all Stockholder Indemnifiable Amounts, including all Stockholder Indemnifiable Amounts used to reach the Stockholder Threshold Amount. The limitations of this Agreement by the other (as applicable)Section 9.4(b) do not apply to, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations any calculation of the Stockholder Threshold Amount as it relates to other (as applicable). Each Party agrees that it Stockholder Indemnifiable Amounts will not oppose the granting include, Stockholder Indemnifiable Amounts arising out of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity (subject to such Party’s rights to defend such matter on its merits). Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any of the Parties, and each of the Parties expressly reserve any and all rights and remedies available to them at law or in equity in the event of any breach or default by the other Parties under this Agreement********************.