Common use of Limitations Clause in Contracts

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.

Limitations. (a) Notwithstanding any other provision of anything to the contrary contained in this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) if the aggregate amount of all such individual Losses incurred Advances on or sustained by all Buyer Indemnified Parties with respect before the forty-fifth day after the Initial Borrowing Date (the "Forty-Five Day Anniversary") is less than $2,000,000, then (a) the total number of Initial Warrant Shares to which the Buyer Indemnified Parties would otherwise be entitled to indemnification granted under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers 2.1 hereof shall be liable for only such Losses above 0.5% reduced to the amount of Initial Warrant Shares equal to the Purchase Price and product obtained by multiplying: (Bi) Losses from any claim or series of related claims exceed $40,000 ten percent (the “De-Minimis Amount”10%) and by (ii) the aggregate liability dollar amount of any Advances having been made by Lender to Borrower within such forty-five day period. Anything to the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall contrary contained herein notwithstanding, in no event shall the aggregate number of Initial Warrant Shares issued pursuant to Section 2.1 hereof exceed 20% 200,000 shares of the Purchase Price (the “Cap”).Common Stock; and (b) Notwithstanding any other provision the total number of this Agreement, Warrant Shares to be granted under Section 2.2 hereof shall be reduced to the amount of Warrant Shares (the "Adjusted Warrant Total") equal to the product obtained by multiplying: (i) 600,000 by (ii) that percentage, the Buyer shall not have numerator of which is the aggregate dollar amount of the Advances made by the Lender at the Forty-Five Day Anniversary and the denominator of which is $2,000,000. In the event of any obligation adjustment pursuant to indemnify any Seller Indemnified Party this paragraph (b), the number of Warrants to be granted pursuant to Section 12.4(a) unless 2.2 hereof shall be adjusted pro ratably and untilthe Borrower shall be under no obligation to grant to Lender, and only to the extent thatLender shall not be entitled to, (A) the aggregate amount any Warrant Shares in excess of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapAdjusted Warrant Total.

Limitations. Notwithstanding anything contained in this Agreement to the contrary: (a) Notwithstanding Neither party shall be liable or be obligated to make any other provision payment in respect of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Losses suffered by an Indemnified Party under Section 8.1(a) (other than the representations and warranties set forth in Section 2.4 hereof), 8.1(b), 8.2(a) or 8.2(b) hereof (as the case may be) until the aggregate of all Losses suffered by such Indemnified Party under this Article VIII exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket Amount”); after which such other party shall be entitled to recover all such Losses (subject to the General Cap Amount); provided that in no event shall the aggregate indemnity amount payable by any indemnifying party pursuant to Section 12.3(a8.1(a), 8.1(b) unless and until or 8.2(a) hereof (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties other than with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(aany Specified Representations) exceeds 1.0% of the Purchase Price exceed Fifteen Million Dollars ($15,000,000) (the “Threshold General Cap Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding Neither party shall be liable or be obligated to make any other provision payment in respect of this Agreement, Losses suffered by an Indemnified Party under (i) Section 8.1(a) with respect to any Specified Representation (other than the Buyer representations set forth in Section 2.9(c) hereof), or (ii) Section 8.2(b) (the “Special Cap Liabilities”) until the aggregate of all Losses suffered by such Indemnified Party under this Article VIII exceeds the Basket Amount, after which such other party shall not have be entitled to recover all such Losses (subject to the Special Cap Amount), provided that in no event shall the aggregate indemnity amount payable by any obligation indemnifying party with respect to indemnify any Seller the Special Cap Liabilities and liability under Section 8.1(a) with respect to the representations set forth in Section 2.9(c) hereof, when taken together with all Losses paid or payable to an Indemnified Party pursuant to Section 12.4(a8.4(a) unless and untilabove, and only exceed Twenty Million Dollars ($20,000,000) plus any Applicable Milestone Payments that become payable (prior to the extent thatPurchaser’s Rights of Set-Off) pursuant to Section 1.5 hereof; provided, (A) however, that in no event shall the aggregate indemnity amount for Losses payable by any Indemnifying Party under this Section 8.4(b), when taken together with all Losses paid or payable by an Indemnifying Party pursuant to Section 8.4(a), exceed Thirty Five Million Dollars ($35,000,000) (the “Special Cap Amount”). (c) Each party’s liability and obligation to make any payment in respect of Losses suffered by an Indemnified Party under (i) Sections 8.1(c) and 8.1(d) or (ii) Sections 8.2(c) and 8.2(d) shall be unlimited. (d) The amount of all individual any Losses incurred indemnifiable by either party pursuant to this Article VIII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or sustained self-insurance) by all Seller the Indemnified Parties Party or its successors or assigns in respect of such Losses provided, however, that no Indemnified Party shall have any obligation to pursue such insurance proceeds or recovery from third persons. If any such proceeds or recoveries are received by an Indemnified Party (or any of its affiliates) with respect to which any Claims after a party hereto has made a payment to the Seller Indemnified Parties are Party with respect to such Claim, the Indemnified Party (or such affiliate) shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Claim). (e) No Indemnified Party shall be entitled to indemnification recover under Section 12.4(a) exceeds the Threshold Amountthis Article VIII an amount in respect of Losses, whereupon the Buyer shall be liable for only such Losses above 0.5% or otherwise obtain reimbursement or restitution from any party to this Agreement, more than once in respect of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capsame Loss.

Limitations. Except with respect to claims based on actual fraud or injunctive or any similar equitable relief that may be available to Purchaser, the rights of the Purchaser Indemnitees under Section 4.2 shall be the sole and exclusive remedies of the Purchaser Indemnitees with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform Seller’s obligations under this Agreement. Without limiting the generality of the foregoing, in no event shall Purchaser, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. (a) Notwithstanding any other provision of anything to the contrary contained in this Agreement, each of the following limitations shall apply: (i) the Sellers aggregate liability of Seller for the sum of all Damages under Sections 4.2(a) and (b) shall not have exceed $[*]; (ii) Seller shall not be obligated to pay Purchaser Indemnitees indemnification for any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless Damages that exceed in aggregate $[*], and until (A) the aggregate amount sole remedy of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect the Purchaser Indemnitees for Damages to which the Buyer Indemnified Parties would they are otherwise be entitled to indemnification under Section 12.3(a4.2 that exceed in aggregate $[*] and that are within the limit described in Section 4.3(a)(i) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only to offset the amount of such Losses above 0.5% of the Purchase Price Damages against payments that may become due and payable under Section 1.7(b); (Biii) Losses from any no individual claim or series of related claims exceed $40,000 (the “De-Minimis Amount”for indemnification under Sections 4.2(a) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). or (b) Notwithstanding any other provision shall be valid or assertable unless it is (or they are) for an amount in excess of this Agreement, $[*]; (iiv) the Buyer Seller shall not have any obligation to indemnify any Seller Indemnified Party pursuant to be liable under Section 12.4(a4.2(a) unless and until, and only to if the extent aggregate Damages under Section 4.2(a) exceed $[*] (it being understood that, (A) the aggregate amount of all individual Losses incurred or sustained by all if such condition is satisfied, Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only all such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer Damages, without regard to indemnify the Seller Indemnified Parties for Losses under such threshold, but subject to other limitations in this Section 12.4(a) shall in no event exceed an amount equal to the Cap.4); and

Limitations. (a) Notwithstanding No amounts shall be payable as a result of Losses from any claim arising pursuant to this Agreement unless such Losses exceed $25,000 (any claim involving Losses equal to or less than such amount being referred to as a “De Minimis Claim”) or any other provision claim arising under this Agreement relating to a breach or alleged breach of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) a representation or warranty unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled have suffered, incurred, sustained or become subject to indemnification Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Buyer Indemnified Parties may bring a claim for all Losses in excess of such amount. Nothing in the preceding sentence shall apply to, or in any way limit the obligations of, an Indemnifying Party (a) under Section 12.3(a12.05 to pay all reasonable defense costs in respect of third-party claims, (b) exceeds 1.0% with respect to any Excluded Liabilities of which Judbury is the Purchase Price obligor or (c) any and all Employment Liabilities arising from or incurred by reason of any claims made under the “Threshold Amount”) whereupon Transfer Regulations, or otherwise, by any Irish Employee against the Sellers Buyer Indemnified Parties, provided however that notwithstanding anything to the contrary in this Agreement, no amount shall be liable for only such payable in connection with pre-closing breaches of covenants until Losses above 0.5% resulting from pre-closing breaches of the Purchase Price and (B) Losses from any claim or series of related claims covenants exceed $40,000 (25,000, in which case the “De-Minimis Amount”) and (ii) Buyer Indemnified Parties may bring a claim for the aggregate full extent of such Losses. The maximum collective liability of the Sellers to indemnify and the Buyer Indemnified Parties for Losses Indemnifying Entity under Section 12.3(a) this Agreement shall in no event not exceed 2010% of the Purchase Price in the aggregate (the “CapIndemnity Amount”). No amounts shall be payable as a result of any De Minimis Claims or any claim arising under Section 12.02 unless and until the Seller Indemnified Parties have suffered, incurred, sustained or become subject to Losses referred to in this Agreement in excess of $500,000 in the aggregate (not taking into account any De Minimis Claims), in which case the Seller Indemnified Parties may bring a claim for all Losses in excess of such amount and the maximum liability of the Buyer under this Agreement shall not exceed the Indemnity Amount. Notwithstanding the foregoing, the maximum collective liability of the Sellers and the Indemnifying Entity with respect to any claim for indemnity based on any of Sections 4.01, 4.02, 4.05, 4.06, 6.01, 6.02, 6.03, 6.18, 6.19(a), 7.01, 7.02, 7.05, and 8.01 (c), (f) and (o) or any Excluded Liability shall not be the Indemnity Amount but shall not exceed the Purchase Price. Notwithstanding the foregoing, the De Minimis Claim limitation set out above shall not apply to any Air France Reduction. (b) Notwithstanding An Indemnifying Party is not liable to an Indemnified Party for any claim under or in relation to or arising out of this Agreement including a breach of a representation or warranty (a) to the extent that the claim arises or is increased as a result of any change in applicable accounting standards after June 30, 2011 or any change in accounting policies applied on or after June 30, 2011 from those used by a party before the date of this Agreement and (b) if the claim is as a result of or in respect of any law or regulation not in force at the date of this Agreement (including any legislation or regulation which takes effect retrospectively and (c) to the extent that the claim or Loss in relation to the claim is remediable, provided it is remedied to the satisfaction of the Indemnified Party, acting reasonably, within 60 days after the Indemnifying Party receives written notice of the claim in accordance with Section 12.05(a), provided that to the extent any such 60 day remedy period begins after the 12th month of the relevant 18 month survival period for the relevant representation, warranty or covenant, the remaining six month survival period shall be tolled for such remedy period. (c) Where an Indemnified Party is or may be entitled to recover from some other provision person any sum, including by way of contract, indemnity, under a policy of insurance or otherwise, in respect of any matter or event which could give rise to a claim under this Agreement, the Indemnified Party must use its reasonable endeavors to recover that sum before making the claim, keep the Indemnifying Party informed of the conduct of such recovery; and reduce the amount of any subsequent claim against the Indemnifying Party for the same or similar Loss by the amount recovered, provided, however, this provision shall not apply to representation and warranty insurance obtained by the Buyer, if any. If the recovery is delayed until after the claim has been paid by the Indemnifying Party, the recovered amount must be paid to the Indemnifying Party after deduction of all reasonable costs and expenses of the recovery. (id) An Indemnified Party must take all reasonable action to mitigate any Loss suffered for which a claim could be made. Nothing in this Agreement restricts or limits any general obligation at law to mitigate any Loss or damage. If an Indemnified Party does not comply with this obligation where such compliance would have mitigated the Loss, the Indemnifying Party will not be liable for the amount by which the Loss would have been reduced. (e) The sole remedies of the Buyer shall not have Indemnified Parties in connection with the sale and purchase of the Capital Interests, Loan Notes and Aviation Loans will be as set out in this Agreement. (f) Each of the parties to this Agreement acknowledges, and represents and warrants to each other party that is has neither made nor given, nor relied upon, any obligation representation, warranty, promise or undertaking, statement or conduct in entering into or agreeing to indemnify the terms and conditions of this Agreement except those representations and warranties as expressly set out in this Agreement and except as set forth herein, the Sellers are selling the Companies on an “as is, where is basis” and to the fullest extent allowed by law, disclaim all other warranties, representations and guarantees, whether express or implied. (g) Except with respect to Losses actually awarded or otherwise payable by any Seller Indemnified Party pursuant to Section 12.4(a) unless and untila third party claim brought against an Indemnified Party, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller no Indemnified Parties with respect to which the Seller Indemnified Parties are Party shall be entitled to indemnification under Section 12.4(a) exceeds the Threshold Amountpursuant to this Article 12 for lost profits, whereupon the Buyer shall be liable for only such Losses above 0.5% punitive damages, exemplary damages, special damages or similar damages (including damages calculated as or based on a multiple of the Purchase Price and (B) Losses from any claim earning or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Caplost proceeds or profits or similar methodology).

Limitations. (a) Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties for any Losses with respect to the matters contained in Section 9.2(a)(i) unless and until the aggregate of all Losses therefrom for which SE Corp would otherwise be liable exceeds an amount equal to $106,000,000 (the “Deductible”), after which SE Corp shall only be liable for Losses in excess of the Deductible. (b) Except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, SE Corp shall not be liable to the SEP Indemnified Parties with respect to the matters contained in Section 9.2(a)(i) for any individual Loss (or series of related Losses arising from a common set of facts), except to the extent such individual Loss (or series of related Losses arising from a common set of facts) exceeds $2,000,000 (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 9.4(a). (c) In no event shall SE Corp’s aggregate liability to the SEP Indemnified Parties for Losses with respect to the matters contained in Section 9.2(a)(i) exceed $1,060,000,000 (the “Cap”), except with respect to (i) Taxes or (ii) any Loss arising out of any breach of (A) any representation or warranty in Section 4.15 or (B) any of the Fundamental Representations, in which case SE Corp’s aggregate liability to SEP Indemnified Parties pursuant to Section 9.2(a)(i) for such Losses shall not exceed an amount equal to the Cash Distribution. (d) In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties for Losses with respect to matters contained in Section 9.3(a)(i) exceed $1,060,000,000. In no event shall SEP’s aggregate liability to the Contributor Indemnified Parties in respect of the SE US Liabilities pursuant to Section 9.3(a)(iv) exceed $50,000,000. (e) As to any Losses claimed by an SEP Indemnified Party and suffered by a Company, 100% of such Losses (and not just the percentage thereof that represents SEP’s interest in such Company) shall be counted towards the Deductible and the Cap hereunder. To the extent any SEP Indemnified Party other than a Company has a claim under Section 9.2(a)(i) or under Section 6.8(a) for Losses suffered by any of the Companies, such SEP Indemnified Party shall only be entitled to recover the percentage of such Losses that represents SEP’s interest in the relevant Company. (f) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, (i) in no event shall an Indemnifying Party be liable under this Article IX for any exemplary, punitive, special, consequential, incidental or indirect damages, including lost profits or diminution of value or any loss of goodwill or possible business after any Closing, whether actual or prospective, except to the Sellers shall not have extent any obligation to indemnify such damages are included in any Buyer Third-Party Claim against a SEP Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all for which such individual Losses incurred or sustained by all Buyer SEP Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be Party is entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)this Agreement. (bh) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Each Indemnified Party pursuant shall use commercially reasonable efforts to Section 12.4(a) unless mitigate their respective Losses upon and untilafter becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, and only the Indemnifying Party shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Party made such efforts. Without limiting the generality of the foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or reasonably would be expected to the extent that, (A) the aggregate amount of all individual Losses incurred result in an indemnified Loss or sustained by all Seller Indemnified Parties with respect to a Third-Party Claim for which the Seller Indemnifying Party may have Liability to such Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds Party, such Indemnified Party shall notify the Threshold Amount, whereupon Indemnifying Party promptly and implement such reasonable actions as the Buyer Indemnifying Party shall be liable request in writing for only such the purposes of mitigating the possible Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Caparising therefrom.

Limitations. (a) Notwithstanding any Subject to the other provision of limitations in this AgreementSection 7.05, (i) the Sellers shall not have any obligation Parent Indemnified Persons will be entitled to indemnify any Buyer Indemnified Party be indemnified pursuant to Section 12.3(a7.02(a) unless for Damages, but only if and until (A) to the extent that the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification Damages under Section 12.3(a7.02(a) exceeds 1.0% and Section 7.03(a) are in excess of the Purchase Price $3,500,000 (the “Threshold AmountDeductible”) whereupon ). Notwithstanding anything to the Sellers shall be liable contrary herein, to the extent the Company is reasonably expected to have recourse or rights to indemnification from Shell for only such Losses above 0.5% of the Purchase Price and (B) Losses from any individual claim or series of related claims exceed $40,000 that give rise to Damages, the Company shall be required to pursue such claim or claims against Shell for such Damages and such claim or claims shall only be subject to indemnification by any Person pursuant to this Agreement to the extent the Parent Indemnified Person is, after commercially reasonable efforts, unable to fully recover such Damages (including expenses incurred in pursuing the “De-Minimis Amount”claim against Shell) and from Shell. Notwithstanding anything to the contrary set forth herein, (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under except as specifically set forth in Section 12.3(a) shall 7.05(f)), in no event exceed 20% will the aggregate indemnification obligations of the Purchase Price Company and Carlyle under this Article VII exceed $35,000,000 (the “Cap”). (b) Notwithstanding any Subject to the other provision limitations in this Section 7.05, including, without limitation, the final sentence of this AgreementSection 7.05(a), (i) the Buyer shall not have any obligation Parent Indemnified Persons will be entitled to indemnify any Seller Indemnified Party be indemnified pursuant to Section 12.4(a7.03(a) unless for Damages, but only if and until, and only to the extent that, (A) that the aggregate amount of all individual Losses incurred or sustained by such Damages under Section 7.02(a) and Section 7.03(a) are in excess of the Deductible. (c) Subject to the other limitations in this Section 7.05, the Carlyle/▇▇▇▇▇ Indemnified Persons will be entitled to be indemnified pursuant to Section 7.04(a) for Damages, but only if and to the extent that the aggregate amount of all Seller Indemnified Parties with respect to which the Seller Indemnified Parties Damages are entitled in excess of $500,000. Except as specifically set forth in Section 7.05(f), in no event will Parent’s aggregate indemnification obligations under this Article VII exceed $5,000,000. (d) No Indemnifying Person will be liable for any Damages that are subject to indemnification under Sections 7.02, 7.03, or 7.04, as applicable, unless a written demand for indemnification under this Agreement is delivered by the Indemnified Person to the Indemnifying Person in accordance with the claims procedure referred to in Section 12.4(a7.06(a) exceeds prior to 5:00 P.M. Mountain Time on the Threshold Amount, whereupon date pursuant to Section 7.01 on which the Buyer shall be liable for only such Losses above 0.5% survival period of the Purchase Price applicable representations and warranties expire or, in the case of covenants and agreements entered into pursuant to this Agreement, prior to the time such covenant or agreement is fully performed in accordance with the terms of this Agreement. The written demand shall describe the basis for the express claim of indemnification in reasonable detail, including the factual circumstances giving rise to such claim and the provisions under this Agreement on which such claim is based (Ba “Claim Notice”). (e) Losses from Notwithstanding anything to the contrary contained in this Agreement, under no circumstances will any claim Party or series any of related claims exceed its Affiliates be entitled to recover more than one time for any Damages under this Agreement, and the De-Minimis Amount Deductible, the Cap, and the limitations in Section 7.05(c) shall only apply to the indemnification obligations of Section 7.02(a), Section 7.03(a), and Section 7.04(a). (f) Notwithstanding anything to the contrary contained in this Agreement: (i) the limitations set forth in Section 7.05(a) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of the Company Fundamental Representations; (ii) the aggregate liability limitations set forth in Section 7.05(b) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of the Buyer to indemnify Carlyle Fundamental Representations; and (iii) the Seller Indemnified Parties for Losses under limitations set forth in Section 12.4(a7.05(c) shall not apply to any Damages arising out of or relating to the inaccuracy or breach of the Parent Fundamental Representations, provided, however, that in no event shall (x) Parent’s right to recover Damages from any Person under this Article VII exceed the amount of the consideration actually received by such Person pursuant to this Agreement and (y) Parent’s indemnification obligations under this Article VII to any Carlyle/▇▇▇▇▇ Indemnified Person exceed an amount equal to the Capconsideration actually paid to such Carlyle/▇▇▇▇▇ Indemnified Person. (g) Notwithstanding anything to the contrary set forth herein (including Section 7.05(h)), from and after Closing, a Parent Indemnified Person’s sole and exclusive recourse and remedy in respect of Damages subject to indemnification under Section 7.02(a) (other than claims of, or causes of action arising from, the breach of any Company Fundamental Representations or those matters set forth on Schedule 7.05(g)) shall be recovery of any proceeds payable pursuant to CORR R&W Insurance Policy, regardless of the amount collected, and regardless of whether the CORR R&W Insurance Policy is “available”, with respect to any claim(s) made against the CORR R&W Insurance Policy (if any), and neither the Company nor any ▇▇▇▇▇ Member shall have any liability with respect to such Damages. (h) From and after the Closing, Carlyle, ▇. ▇▇▇▇▇ and the Company shall use good‑faith efforts to reasonably cooperate with the Parent Indemnified Persons in connection with any claim made by such Person under the CORR R&W Insurance Policy. Parent shall use commercially reasonable efforts to recover Damages under the CORR R&W Insurance Policy if the CORR R&W Insurance Policy is available at such time. Nothing contained in this Section 7.05(h) shall require or be construed to require Parent or any other Parent Indemnified Person to commence any Proceeding against the insurance provider under or in respect of the CORR R&W Insurance Policy. For purposes of determining whether the CORR R&W Insurance Policy is “available” for purposes of this Section 7.05, the CORR R&W Insurance Policy shall only be deemed available to the extent that any retention, deductible or similar requirements under the CORR R&W Insurance Policy have been satisfied or eroded in full and to the extent the Damages sought are not otherwise excluded pursuant to the terms and conditions of the CORR R&W Insurance Policy. Notwithstanding anything in this Section 7.05 to the contrary (but subject to Section 7.05(g)), if (i) a Parent Indemnified Person receives from the insurance provider a notice of denial of coverage or other adverse determination with respect to all or any portion of the amount of Damages that may be subject to a claim for indemnification under this Agreement covered by the CORR R&W Insurance Policy or (ii) the amount of such Damages exceeds the CORR R&W Insurance Policy limits of liability, then with respect to the portion of Damages for which recourse under the CORR R&W Insurance Policy has been denied or otherwise adversely determined against a Parent Indemnified Person or that exceeds the R&W Insurance Policy limits of liability, the CORR R&W Insurance Policy shall be deemed not “available” for all purposes of this Agreement.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) Notwithstanding anything to the Sellers shall contrary in the Transaction Documents, the Company will not have be liable to any obligation to indemnify any Buyer Indemnified Party pursuant to Purchaser and such Purchaser’s Purchaser Parties for Losses under Section 12.3(a4.6(a) unless arising out of a breach of the Company’s representations and until warranties set forth in Section 3.1 (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties other than with respect to which the Buyer Indemnified Parties would Fundamental Representations or Fraud) that are otherwise be entitled to indemnification indemnifiable under Section 12.3(a4.6(a) until the total of all Losses under Section 4.6(a) incurred by such Purchaser and such Purchaser’s Purchaser Parties exceeds 1.0% of the Purchase Price Subscription Amount of such Purchaser (the “Threshold AmountDeductible”) whereupon ), at which point the Sellers amount of all such Losses in excess of the Deductible shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and recoverable. (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only anything to the extent thatcontrary in the Transaction Documents, (A) the maximum aggregate liability of the Company for all Losses under Section 4.6(a) arising out of a breach of the Company’s representations and warranties set forth in Section 3.1 (other than with respect to Fundamental Representations or Fraud) to any Purchaser and such Purchaser’s Purchaser Parties is 10% of the Subscription Amount of such Purchaser and (B) the maximum aggregate liability of the Company for all Losses under Section 4.6(a) (including with respect to Fundamental Representations and Fraud) to any Purchaser and such Purchaser’s Purchaser Parties is the Subscription Amount of such Purchaser. (iii) Prior to and in conjunction with seeking indemnification, an Indemnified Party shall use its commercially reasonable efforts to mitigate the amount of Losses for which it may be entitled to indemnification hereunder. (iv) In addition, each Indemnified Party shall use commercially reasonable efforts to make and pursue (or cause its Affiliates to make and pursue) any available insurance claims relating to any Loss for which it is seeking indemnification hereunder. The amount of any Loss for which indemnification is provided under this Section 4.6 shall be net of any amounts actually recovered by such Indemnified Party under insurance policies with respect to such Loss (net of any costs incurred by such Indemnified Party in connection with such recovery). In the event that an insurance or other recovery is made by any applicable Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of all individual Losses incurred or sustained by all Seller the recovery shall be made promptly to the applicable Indemnifying Party. (v) In no event may an Indemnified Party have a “double recovery” with respect to the same Losses. (vi) Other than with respect to Fraud, the right of the Purchaser Parties to be indemnified pursuant to this Section 4.6 will, from and after the Closing, be the sole and exclusive remedy of the Purchaser Parties with respect to all monetary Losses in connection with, arising out of, or resulting from the subject matter of this Agreement. Notwithstanding the foregoing, nothing in this Section 4.6 will limit any party’s right to seek and obtain specific performance or injunctive relief to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall any party may be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capentitled.

Limitations. (a) Notwithstanding any other provision Subject to Section 6.6, the following limitations will apply with respect to the indemnification obligations of this Agreement, the Sellers: (i) the The Sellers shall not have be liable to the Buyer Indemnitees under Section 6.2(a)(i) or for any obligation to indemnify any Buyer Indemnified Party pursuant to breach of the representations and warranties set forth in Section 12.3(a) unless and 3.13 until (A) the aggregate amount of all such individual Losses Damages incurred or sustained by all the Buyer Indemnified Parties Indemnitee(s) with respect to which the all claims of Buyer Indemnified Parties would otherwise be entitled to indemnification Indemnitees made under Section 12.3(a6.2(a)(i) exceeds 1.0% and any breach of the Purchase Price representations and warranties set forth in Section 3.13 exceeds an accumulated total of $2,800,000 (the “Threshold Amount”); provided that once the aggregate amount of such Damages exceeds the Threshold Amount, then the Buyer Indemnitees shall have the right to recover all Damages without regard to the Threshold Amount. No claim for indemnification by a Buyer Indemnitee under Section 6.2(a)(i) whereupon shall be asserted where the amount that would otherwise be payable by the Sellers shall be liable for only hereunder relating to such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed is less than $40,000 (the “De-Minimis Amount”) and 50,000. (ii) Any amounts payable to the Buyer Indemnitees in satisfaction of claims for indemnification pursuant to Section 6.2(a)(i) shall be made by the Sellers; provided, that the aggregate liability amount of all payments made by the Sellers in satisfaction of claims for indemnification pursuant to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a6.2(a)(i) shall in no event not exceed 20% of the Purchase Price $30,000,000 (the “Cap”). (biii) Notwithstanding any other provision The aggregate maximum indemnification obligation of this Agreement, (ithe Sellers for Damages under Sections 6.2(a)(i) the Buyer and 6.2(a)(ii) shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and untilexceed, and only to in the extent thataggregate, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Purchase Price (the “Purchase Price Cap”). (iv) Notwithstanding anything in this Agreement to the contrary, in no event shall the Sellers be required to indemnify, save and hold harmless the Buyer Indemnitees under this Article VI or otherwise be liable in connection with this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby, for any Damages that (A) are punitive or exemplary (except to the extent such Damages are asserted against a Buyer Indemnitee by a third party), (B) arise from any special plans or circumstances of Buyer not known to Sellers as of the date of this Agreement or (C) that are not otherwise reasonably foreseeable. (v) The amount of any Damages that are payable to the Buyer Indemnitees pursuant to this Section 6.2 shall be reduced by the amount of any insurance proceeds (net of any deductible or co-payment, such Buyer Indemnitee’s reasonable estimate of any increase in insurance premiums attributable to such recovery and all out-of-pocket costs related to such recovery) and any indemnity, contribution or other similar payment actually received by the Buyer Indemnitees in respect of such Damages or any of the events, conditions, facts or circumstances resulting in or relating to such Damages; provided, however, that the Buyer Indemnitees shall have no obligation to pursue any such recovery under insurance policies or indemnity, contribution or other similar agreements for any Damages. The Buyer Indemnitees shall use commercially reasonable efforts to mitigate their respective Damages, in each case, as and to the extent required by applicable Law.

Limitations. (a) Notwithstanding anything herein to the contrary, no Indemnifying Party shall have any obligation to indemnify any Indemnified Parties pursuant to Sections 9.02(a)(i) or 9.03(a)(i), and no Indemnified Party shall make a claim pursuant to Sections 9.02(a)(i) or 9.03(a)(i), unless the aggregate amount of Damages sustained or incurred with respect to all claims pursuant to Section 9.02(a)(i) or Section 9.03(a)(i), as the case may be, exceeds $700,000 and then only to the extent of such excess up to (but not in excess of) a maximum aggregate indemnity for such Damages payable by the Purchaser pursuant to Section 9.02(a)(i) or the Sellers pursuant to Section 9.03(a)(i), as the case may be, of an amount equal to $7 million. (b) Notwithstanding anything herein to the contrary, payments by the Indemnifying Party pursuant to Section 9.02 or 9.03 shall be limited to the amount of Damages, if any, that remains after deducting therefrom (i) any Tax benefit to the applicable Indemnified Parties resulting from such Damages, (ii) any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Parties from any third party with respect thereto, (iii) any provision or reserve provided for the item in question in the Closing Date Working Capital Amount and (iv) any adjustments to the Purchase Price paid pursuant to Section 2.07 in respect of the item in question. (c) The Sellers shall have no liability under any provision of this Agreement for any Damages to the extent that such Damages relate to actions taken or omitted to be taken by the Purchaser or any of its Affiliates after the Closing Date. In no event shall the Purchaser or Sellers be liable to indemnify the other for punitive, consequential, special or similar Damages. The Purchaser shall take all reasonable steps to mitigate all Damages incurred or sustained by any Purchaser Indemnified Party upon and after becoming aware of any event which could reasonably be expected to give rise to Damages. (d) Notwithstanding any other provision of this Agreement, (i) the Purchaser acknowledges that the obligation of the Sellers to provide indemnification for Damages arising out of Section 9.03 extends only to the Purchaser Indemnified Parties, and that the Sellers shall not have be obligated to provide such indemnification to any obligation to indemnify any Buyer Indemnified Party other Persons other than a permitted assignee pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)11.08. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) Notwithstanding anything to the Sellers shall contrary in the Transaction Documents, the Company will not have be liable to any obligation to indemnify any Buyer Indemnified Party pursuant to Purchaser and such Purchaser’s Purchaser Parties for Losses under Section 12.3(a4.7(a) unless arising out of a breach of the Company’s representations and until warranties set forth in Section 3.1 (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties other than with respect to which the Buyer Indemnified Parties would Fundamental Representations or Fraud) that are otherwise be entitled to indemnification indemnifiable under Section 12.3(a4.7(a) until the total of all Losses under Section 4.7(a) incurred by such Purchaser and such Purchaser’s Purchaser Parties exceeds 1.0% of the Purchase Price Subscription Amount of such Purchaser (the “Threshold AmountDeductible”) whereupon ), at which point the Sellers amount of all such Losses in excess of the Deductible shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and recoverable. (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only anything to the extent thatcontrary in the Transaction Documents, (A) the maximum aggregate liability of the Company for all Losses under Section 4.7(a) arising out of a breach of the Company’s representations and warranties set forth in Section 3.1 (other than with respect to Fundamental Representations or Fraud) to any Purchaser and such Purchaser’s Purchaser Parties is 20% of the Subscription Amount of such Purchaser and (B) the maximum aggregate liability of the Company for all Losses under Section 4.7(a) (including with respect to Fundamental Representations and Fraud) to any Purchaser and such Purchaser’s Purchaser Parties is the Subscription Amount of such Purchaser. (iii) Prior to and in conjunction with seeking indemnification, an Indemnified Party shall use its commercially reasonable efforts to mitigate the amount of Losses for which it may be entitled to indemnification hereunder. (iv) In addition, each Indemnified Party shall use commercially reasonable efforts to make and pursue (or cause its Affiliates to make and pursue) any available insurance claims relating to any Loss for which it is seeking indemnification hereunder. The amount of any Loss for which indemnification is provided under this Section 4.7 shall be net of any amounts actually recovered by such Indemnified Party under insurance policies with respect to such Loss (net of any costs incurred by such Indemnified Party in connection with such recovery). In the event that an insurance or other recovery is made by any applicable Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of all individual Losses incurred or sustained by all Seller the recovery shall be made promptly to the applicable Indemnifying Party. (v) In no event may an Indemnified Party have a “double recovery” with respect to the same Losses. (vi) Other than with respect to Fraud, the right of the Purchaser Parties to be indemnified pursuant to this Section 4.7 will, from and after the Closing, be the sole and exclusive remedy of the Purchaser Parties with respect to all monetary Losses in connection with, arising out of, or resulting from the subject matter of this Agreement. Notwithstanding the foregoing, nothing in this Section 4.7 will limit any party’s right to seek and obtain specific performance or injunctive relief to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall any party may be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capentitled.

Limitations. 11.3.1 With respect to the determination of the amount which shall be payable by the Sellers in case of a claim for Damages, it is agreed that: (a) Notwithstanding no individual claim for Damages may be made, or aggregated in accordance with Clause 11.3.1(b) below for the calculation of the applicable threshold, unless the individual amount thereof shall exceed three thousand euros (Euro 3,000) or the counter-value thereof on the date of the claim in the relevant currency (the “De Minimis Amount”); provided that if the aggregate amount of individual claims arising from the same set of related circumstances exceeds the De Minimis Amount all such individual claims may be made pursuant to this section and aggregated in accordance with Clause 11.3.1(b) below; (b) the Sellers shall have no obligation to indemnify the Indemnified Person until and unless the aggregated amount of all Damages for which indemnification may be sought under this Agreement exceeds four hundred thousand euros (Euro 400,000) or the counter-value thereof on the date of the claim in the relevant currency (the “Threshold Amount”); provided, however, that the Threshold Amount shall be reduced by any amounts (up to a maximum aggregate amount of Euro 100,000) paid by the Company to fully implement the measures set out in Schedule 11.3.1(b) and to conduct the * * *. In the event such aggregate amount exceeds the Threshold Amount, the Sellers shall indemnify the Indemnified Person for the whole of the aggregated amount of the Damages, subject to the limitations set forth in this Clause 11.3; (c) notwithstanding any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the maximum aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to indemnification which the Buyer Indemnified Parties would otherwise Person shall be entitled to indemnification recover in respect of all Damages and for which Sellers may be liable to pay under Section 12.3(a) exceeds 1.0% this Agreement shall be capped at all times to the aggregate of the Purchase Price Subsequent Payments actually due (the “Threshold Amount”whether paid or payable) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). However if at any time the maximum aggregate amount of indemnification (whether paid or not) exceeds the amount of the Subsequent Payment due at such time (whether paid or payable at such time), the Indemnified Person shall be entitled to recover the difference to the extent of the amount of Subsequent Payments actually due and payable after such time. (d) the amount to which the Indemnified Person might otherwise be entitled for a Damage shall be reduced by the value of any benefit received or realised by the Indemnified Persons including the Company on account of the Damage giving rise to the Claim and resulting directly from any reduction, savings or recovery of debts and duties, any payment under any insurance policy or any recovery as a result of any litigation brought by the Company or the Purchaser on account of the Damages giving rise to the Claim; (e) the amount to which the Indemnified Person might otherwise be entitled for a Damage shall be reduced by any provisions made in the 2003 Financial Statements on account of the Damage giving rise to the Claim, or the release of such provisions as a result of the redundancy of such provisions in respect of a specific Damage; (f) the amount to which the Indemnified Person might otherwise be entitled for any Damage shall be reduced where and to the extent that such Damage results solely from any change in accounting or taxation policy or practice of the Purchaser or the Company (including the method of submission of taxation returns ) introduced after the Closing Date. (g) any amount to which the Indemnified Person might otherwise be entitled for any Damage shall be reduced where and to the extent that such Damage would have been covered by any Company’s insurance policy existing at the Closing Date, but for a reduction by such Company after the Closing Date of the scope or amount of coverage under such insurance policy below that existing on the Closing Date. (h) any amount to which Indemnified Person might otherwise be entitled for any Damage shall be reduced where and to the extent that the Indemnified Person may effectively benefit from a tax saving (including any Tax reduction, credit, or Loss carry-back or carry-forward) computed at the then current tax rate in relation to such Damage. (i) any amount to which the Indemnified Person might otherwise be entitled for any Damage shall be reduced where and to the extend that such Damage was increased (from that which it otherwise would have been) as a result of the passing of implementation, or any change in, after the Closing Date, any directive, law, decree or regulations. (j) Neither the De Minimis Amount, nor the Threshold Amount, nor the Cap shall be applicable with regard to the Specific Indemnity arising in connection with the facts set forth in paragraph (c) of Schedule 11.2.1. 11.3.2 Exclusion (a) The Purchaser shall not be entitled to make a claim for indemnification for Damages against the Sellers in respect of any Tax audit or claim which merely modified the Tax period during which a deductible charge or amortization may be taken or in respect of any VAT assessment (except if the amount of such VAT assessment cannot be effectively recovered), except for any interest or penalties resulting therefrom. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer The Sellers shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties Purchaser or the Company for Losses under Section 12.4(athat part of any Damages resulting from the Purchaser’s acts or omissions which has contributed to or aggravated such Damages. (c) Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn when the legal proceeding against the Sellers in no event exceed an amount equal respect of it have not been commenced within six (6) month of notification to the CapSellers of the Claim Notice.

Limitations. (a) Notwithstanding The indemnification provided for in this Article 11 is subject to the following limitations: 11.5.1 Neither Seller nor Purchaser shall be obligated to pay any other provision amounts for indemnification under this Article 11, except in respect of this those claims based upon, arising out of or otherwise in respect of Organization, Good Standing, Power, Authorization of Agreement and Enforceability, Effect of Agreement, Title to Personal Property and under the General Bill ▇▇ Sale, or for fraud, as applicable to the appropriate party, hereof (i) collectively, the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and "Basket Exclusions"), until (A) the aggregate amount of all such individual Losses incurred for which indemnification has been claimed by Seller or sustained by all Buyer Indemnified Parties with respect to which Purchaser, as the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% case may be, exclusive of the Purchase Price Basket Exclusions, equals $250,000 (the “Threshold "Basket Amount”) "), whereupon the Sellers Seller or Purchaser, as applicable, shall be liable for only obligated to pay in full all amounts in excess of such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers Basket Amount due pursuant to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall this Article 11, provided however, that in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding shall Seller or Purchaser be required to pay or be liable under this Article 11 for any other provision of this Agreementlosses, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to except as indicated in Section 12.4(a) unless and until11.5.2 below, if, and only to the extent that, (A) as a result thereof the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties such indemnification payments, as the case may be, with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer losses shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed have exceeded an amount equal to the Captotal amount of Consideration paid by Purchaser under this Agreement. 11.5.2 The Seller or Purchaser, as applicable, shall be obligated to pay the Basket Exclusions without regard to the individual or aggregate amounts thereof and without regard to whether the aggregate of all other indemnification payments shall have exceeded, in the aggregate, the Basket Amount.

Limitations. (ai) Notwithstanding any other provision of this Agreementherein to the contrary, (iA) except with respect to a breach of the Sellers representations and warranties contained in Section 2.1 (authorization), Section 2.4(a) (title) Section 2.5 (labor; employee benefits), Section 2.6 (brokerage), and Section 2.10 (taxes), as to which no limitations shall apply, and with respect to a breach of the representations and warranties contained in Section 2.7 (environmental matters), as to which the limitations set forth in Section 6.2(c)(i)(B) shall apply, (1) Seller shall not have any obligation to indemnify any Buyer Indemnified Party be required, pursuant to Section 12.3(a) unless 6.2(a)(i), to indemnify and hold harmless Purchaser until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for its Losses under Section 12.3(a6.2(a)(i) exceed $50,000, after which Seller shall be obligated for all Losses in excess of $50,000 and (2) the cumulative aggregate indemnity obligations of Seller under Section 6.2(a)(i) shall in no event exceed 20% $1,200,000 in the aggregate; and (B) with respect to any breaches of the Purchase Price representations and warranties contained in Section 2.7 (environmental matters) the “Cap”)indemnity obligations of Seller under Section 6.2(a)(i) for all such breaches relating to the Acquired Assets shall in no event exceed $3,000,000. (bii) Notwithstanding any other provision herein to the contrary, except with respect to a breach of this Agreementthe representations and warranties contained in Section 3.1, as to which no limitations shall apply (iA) the Buyer Purchaser shall not have any obligation to indemnify any Seller Indemnified Party be required, pursuant to Section 12.4(a) unless 6.2(b)(i), to indemnify and until, and only to the extent that, (A) hold harmless Seller until the aggregate amount of all individual Seller’s Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a6.2(b)(i) exceeds the Threshold Amount$50,000, whereupon the Buyer after which Purchaser shall be liable obligated for only such all Losses above 0.5% in excess of the Purchase Price $50,000 and (B) Losses from any claim or series the cumulative aggregate indemnity obligations of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses Purchaser under Section 12.4(a6.2(b)(i) shall in no event exceed an $1,200,000 in the aggregate. (iii) The amount equal of any Losses for which indemnification is provided under this Article VI shall be net of (A) any amounts actually recovered by the indemnified party under insurance policies in effect and applicable to such Losses; and (B) any amounts actually recovered by the Capindemnified party from any third party with respect to such Losses. (iv) EXCEPT TO THE EXTENT PROVIDED IN THE LAST SENTENCE OF THIS SECTION 6.2(c)(iv), IN NO EVENT SHALL ANY PARTY BE LIABLE UNDER ANY PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY OTHER PARTY OR ITS AFFILIATES, WHETHER BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR OTHERWISE, AND ALL SUCH INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARE HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVED, RELEASED AND DISCHARGED. NOTWITHSTANDING THE FOREGOING, LOSSES THAT ARE SUFFERED BY AN INDEMNIFIED PARTY AS A RESULT OF (A) ANY THIRD PARTY INDEMNIFICATION CLAIM, OR (B) LOST PROFITS DIRECTLY ATTRIBUTABLE TO THE LOSS OF A CONTRACT (AS DEFINED IN EXHIBIT A ATTACHED HERETO) IN EFFECT AS OF THE DATE OF THE APPLICABLE CLOSING (BUT NOT TO ANY EXTENSIONS OR MODIFICATIONS THEREOF) THAT IS TERMINATED BY A TRANSIT AUTHORITY DUE TO CIRCUMSTANCES THAT CONSTITUTE A BREACH OF A REPRESENTATION OR WARRANTY MADE BY SELLER HEREUNDER, SHALL NOT BE SUBJECT TO THE LIMITATIONS HEREOF AND SHALL BE RECOVERABLE HEREUNDER PROVIDED THAT THE AGGREGATE LOST PROFITS DAMAGES THAT MAY BE RECOVERED BY PURCHASER HEREUNDER WITH RESPECT TO THE LOSS OF A CONTRACT SHALL BE CAPPED AT THE AMOUNT OF THE PURCHASE PRICE ALLOCATED TO SUCH CONTRACT.

Limitations. (a) Notwithstanding With respect to any other provision claim for indemnification by a Buyer Indemnitee, each Seller shall be severally liable only for the portion of this Agreementsuch claim equal to the total amount of such claim multiplied by a fraction, the numerator of which shall be that portion of the Purchase Price paid to such Seller in accordance with Section 2.4 and the denominator of which shall be the Purchase Price; (b) Except with respect to Indemnifiable Losses resulting from or arising out of breaches of representations or warranties for Sections 3.2, 3.3(a)(i), 3.4, 3.5, 3.6, 3.7, 4.2, 4.3(a)(i), 4.4 and 4.8, the indemnification obligations of Buyer or Sellers in Section 7.2(a) or Section 7.2(b), respectively, shall be subject to the following limitations: (i) No indemnification for any Indemnifiable Losses asserted against Sellers shall be required unless and until the cumulative aggregate amount of such Indemnifiable Losses exceeds $[***] (the “Deductible”), at which point each of the Sellers shall not have any obligation be obligated to indemnify any the Buyer Indemnified Party pursuant to Indemnitees such Seller’s pro rata portion (calculated in accordance with Section 12.3(a7.3(a)) unless and until of the amount of such Indemnifiable Losses in excess of the Deductible, provided however, that (A) the aggregate amount of all such individual Losses incurred or sustained recovery by all Buyer Indemnified Parties with respect Indemnitees, in aggregate, under this Article VII shall be limited to which the Buyer Indemnified Parties would otherwise be entitled an aggregate amount equal to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price $[***] (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Cap Amount”) and (B) each Seller’s aggregate liability to all Buyer Indemnitees, in aggregate, shall not exceed such Seller’s pro rata portion (based upon the relative number of units set forth opposite the name of each Seller under the column “Total Units” on Schedule I) of the Cap Amount; and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties no indemnification for any Indemnifiable Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the asserted against Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) be required unless and until, and only to until the extent that, (A) the cumulative aggregate amount of all individual such Indemnifiable Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold AmountDeductible, whereupon the at which point Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer obligated to indemnify the Seller Indemnified Parties for Indemnitees the amount of such Indemnifiable Losses in excess of the Deductible, provided however, that the Seller Indemnitees’ recovery under Section 12.4(a) this Article VII shall in no event exceed be limited to an aggregate amount equal to the CapCap Amount; and (c) For purposes of clarity, Indemnifiable Losses shall be limited solely to the extent that the party seeking indemnification is actually damaged thereby.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) Except as provided in (iii) below, the Sellers Seller Entities shall not have any obligation be liable under Section 8 for Losses hereunder unless the aggregate of all Losses for which the Seller Entities would, but for this Section 8(d), be liable on a cumulative basis is an amount equal to indemnify any Buyer Indemnified Party or in excess of $25,000.00 and in such event, indemnification shall be made by the Seller Entities for only the amount of such Losses in excess of $25,000.00. (ii) Except as provided in (iii) below, the aggregate amount of Losses for which the Seller Entities shall be liable pursuant to Section 12.3(a8(b) unless above shall not exceed an amount equal to $2,000,000.00. (iii) Notwithstanding anything hereinabove to the contrary, the limitations set forth in (i) and until (ii) above shall not apply to Losses for which the Seller Entities shall be liable pursuant to Sections 8(b)(i)(I), (L) and (M). Any such Losses shall be subject to the following limitations: (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to for which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers Seller Entities shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”pursuant to Section 8(b)(i)(L) and (iiM) in respect of state and local taxes only shall not exceed $500,000.00; provided, however, that if the aggregate liability amount of the Sellers to indemnify the Buyer Indemnified Parties for such Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreementexceeds $500,000.00, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and be indemnified for such excess Losses only to the extent that, any other Losses covered by Section 8(b) have not previously been applied against the $2,000,000.00 limitation set forth in Section 8(d)(ii) above; (AB) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to for which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer Entities shall be liable for only such Losses above 0.5% of the Purchase Price pursuant to Section 8(b)(i)(L) and (BM) Losses from in respect of federal taxes only shall not be subject to any claim or series of related claims exceed the De-Minimis Amount and limitation; and (iiC) the aggregate liability amount of Losses for which the Seller Entities shall be liable pursuant to Section 8(b)(i)(I) shall not exceed $3,500,000.00, which Losses shall, in any event, be subject to the terms of Section 8(b)(i)(I)(2) for purposes of computing any such Losses. (iv) From and after the Closing, no claim for indemnity shall be made by either the Buyer to indemnify or the Seller Indemnified Parties for Losses under Section 12.4(a) shall Entities if such claim is based on or related to an event or facts disclosed to such Party in no event exceed an amount equal writing prior to Closing or of which either the CapBuyer or a Seller Entity, as the case may be, otherwise had Knowledge prior to Closing.

Limitations. (a1) Notwithstanding An Indemnifying Person shall have no liability under this Article unless notice of a claim for indemnity, or notice of facts as to which an indemnifiable Loss is expected to be incurred, shall have been given within three (3) years after the Closing Date, except that the Purchaser may give notice of and may make a claim relating to Tax Claims within four (4) years after the Closing Date. (2) In addition to the rights and remedies of the parties specifically provided for by this Article, each party hereto shall have such other 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 other provision of its covenants, agreements or obligations under or contained in this Agreement, Agreement or in any document furnished or delivered pursuant hereto. (i3) the Sellers The Shareholders shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties no liability with respect to the matters described in this ARTICLE IX until the aggregate of all claims brought hereunder exceed Four Hundred Thousand Dollars ($400,000) (the "SHAREHOLDERS' MINIMUM AMOUNT"), and then only for the amount by which such aggregate claims exceed the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% Shareholders' Minimum Amount; provided, however, that the liability of the Purchase Price (Shareholders for the “Threshold Amount”) whereupon the Sellers Shareholders' Environmental Escrow Obligations and Tax Claims shall be liable for only such Losses above 0.5% of without respect to the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Shareholders' Minimum Amount”) and (ii) . Further, the aggregate liability of the Sellers Company and the Shareholders pursuant to indemnify this ARTICLE IX shall not exceed the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% amount of the Purchase Price (Escrow Deposit held by the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party Escrow Agent pursuant to Section 12.4(a) unless SECTION 1.15 and untilEXHIBIT H hereof, and only to nor shall such aggregate liability exceed the extent that, (A) the aggregate remaining amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect the Escrow Deposit from time to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Captime.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) anything contained herein to the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until contrary: (A) Summit shall not be liable in respect of any indemnification obligation for Losses of the Buyer Indemnitees under Section 8.2(a)(i) or (ii) (other than in respect of any breach of the Fundamental Representations) unless the aggregate cumulative amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to for which the Buyer Indemnified Parties indemnification would otherwise be entitled to indemnification under available from Summit or Fly but for this Section 12.3(a8.3(a) exceeds 1.0% of the Purchase Price $1,000,000 (the “Threshold Amount”) whereupon ), and then only to the Sellers shall be liable for only extent of such Losses above 0.5% of the Purchase Price excess, and (B) Summit’s aggregate liability in respect of any and all indemnification obligations for Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”under Section 8.2(a)(i) and (ii) the aggregate liability (other than in respect of any breach of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(aFundamental Representations) shall in no event not exceed 20% of the Purchase Price (the “Cap”).$15,000,000; (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) Fly shall not be liable in respect of any indemnification obligation for Losses of the Buyer Indemnitees under Section 8.2(b) (other than in respect of any breach by Fly of any of the Fundamental Representations expressly made by it) unless the aggregate cumulative amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to for which the Seller Indemnified Parties are entitled to indemnification under would otherwise be available from Fly but for this Section 12.4(a8.3(a) exceeds the Threshold Amount, whereupon and then only to the Buyer shall be liable for only extent of such Losses above 0.5% of the Purchase Price excess, and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the Fly’s aggregate liability in respect of the Buyer to indemnify the Seller Indemnified Parties any and all indemnification obligations for Losses under Section 12.4(a8.2(b) (other than in respect of any breach of the Fundamental Representations) shall not exceed $6,500,000; and (iii) in no event shall any Seller’s aggregate liability under this Article VIII exceed the cash consideration received by it in connection with the Transactions. (b) The amount of any indemnification payable under this Article VIII shall be reduced by an amount equal to the Capcash proceeds actually received by a Buyer Indemnitee or Seller Indemnitee, as applicable, under any insurance policy or from any third party in respect of such claim less all out-of-pocket costs and expenses incurred by such Buyer Indemnitee or Seller Indemnitee in connection with obtaining such insurance proceeds or third-party recovery (including reasonable attorneys’ fees, any deductible or any retention, or any premium adjustment arising directly from such claim or Losses). (c) Each Buyer Indemnitee and Seller Indemnitee shall use its, his or her commercially reasonable efforts to pursue any insurance recovery or third-party recovery available to it with respect to any Loss for which such Buyer Indemnitee or Seller Indemnitee seeks indemnification pursuant to this Article VIII, it being understood and agreed that the possibility that insurance proceeds may be realized by such Buyer Indemnitee or Seller Indemnitee shall not delay payment or indemnification of such Losses by the Party against whom indemnification is sought pursuant to this Article VIII. To the extent that an Indemnifying Party has made any indemnification payment hereunder in respect of a claim for which an Indemnitee has asserted a related claim for insurance proceeds or under a contractual indemnity, the Indemnifying Party shall be subrogated to the rights of the Indemnitee to receive the proceeds of such insurance or contractual indemnity. (d) The Buyer Indemnitee or Seller Indemnitee, as the case may be, seeking indemnification under this Agreement shall use its commercially reasonable efforts to mitigate any Loss which forms the basis of an indemnification claim hereunder upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

Limitations. (a) Notwithstanding Any claims of any other provision Purchaser Indemnitee arising under Section 18 shall be time-barred on the later of this Agreement, (i) the Sellers expiry of a period of twelve (12) months after the Closing Date and (ii) the expiry of a period of twelve (12) months after the date of the final, non-appealable/non-amendable assessment (formell und materiell bestandskräftig) concerning the Tax in question. In any event, any claims of the Purchaser Indemnitee arising under Section 18 shall be time-barred seven (7) years after the Closing Date at the latest. (b) The Seller shall only be liable for any individual claim under this Section 18 (it being understood that each individual Tax assessment notice shall constitute an individual claim) if and to the extent the amount of its liability for such claim would (without this Section 18.5(b)) exceed EUR 10,000 (in words: Euro ten thousand) (in which case its liability for such claim will comprise the entire amount of such claim and not have any obligation only the exceeding amount; the Tax De-minimis Claims). (c) Other than claims in relation to indemnify any Buyer Indemnified Party pursuant a Tax matter listed in Exhibit 18.5(c) (Special Tax Matter), Seller shall be liable to the Purchaser Indemnitees under this Section 12.3(a) unless and until (A) 18 only if the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect claims under this Section 18 (excluding claims in relation to which a Special Tax Matter and Tax De-minimis Claims and disregarding the Buyer Indemnified Parties would otherwise exclusion under Section 18.2(a)(i) in relation to the W&I Insurance) exceeds an aggregate amount of EUR 10,000,000 (in words: Euro ten million); in case the aforementioned amount is exceeded, Purchaser Indemnitees shall only be entitled to indemnification claim the exceeding amount. (d) If and to the extent the Purchaser fails to comply with any obligation under Section 12.3(a18.8, (i) exceeds 1.0% of and to the Purchase Price (the “Threshold Amount”) whereupon the Sellers extent Seller is materially prejudiced by such non-compliance, Seller shall not be liable for only under this Section 18 unless the Purchaser proves that such Losses above 0.5% of non-compliance did reasonably not result in or increase the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) respective Tax and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any cases other provision of this Agreement, than (i) the Buyer Seller shall not have be liable under this Section 18 if the Seller proves that such non-compliance reasonably resulted in or increased the respective Tax. (e) For the avoidance of doubt, the Parties agree that the limitations under this Agreement, in particular the limitations set forth in Section 16 and Section 17, shall not apply to any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties liability with respect to which the Seller Indemnified Parties are entitled Taxes under this Section 18, except as set forth in Section 17.3 (b) (limitation to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapPrice).

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant Subject to Section 12.3(a) unless 10.13, from and until (A) after the aggregate amount Closing, the rights of all such individual Losses incurred or sustained by all Buyer the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties with respect to which claims resulting from any breach of warranty or failure to perform any covenant or agreement contained in this Agreement or any Related Agreement or otherwise relating to the Buyer Indemnified Parties would otherwise be entitled transactions that are the subject of this Agreement. Notwithstanding the foreg oing or anything in this Agreement to indemnification under Section 12.3(a) exceeds 1.0% the contrary, nothing contained in this Agreement shall relieve or limit the Liability of any Party or any officer or director of such Party from any liability arising out of or resulting from fraud or intentional or willful misc onduct in connection with the transactions contemplated by this Agreement or the Related Agreement, or in connection with the delivery of any of the Purchase Price documents referred to herein or therein. (b) Notwithstanding anything to the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% contrary contained in this Agreement, each of the Purchase Price and following limitations shall apply: (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (iii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties Seller for Losses all Damag es (y) under Section 12.3(a6.02(a)(i) (other than in respect of fraud or intentional or willful misc onduct by Seller or in respect of any Fundamental Representation of Seller) shall in no event not exceed 20% of an amount equal to the Purchase Price Escrow Amount (the “Cap”). ; and (bz) Notwithstanding any other provision than in respect of this Agreementfraud or intentional or willful misc onduct by Seller, (iunder Section 6.02(a) the Buyer shall not have exceed an amount equal to the sum of the Base Purchase Price and any obligation to indemnify any Seller Indemnified Party Contingent Payment paid pursuant to Section 12.4(a1.02(b); (ii) a Buyer Indemnified Party shall have no right to indemnific ation under Section 6.02(a)(i) (other than in respect of fraud or intentional or willful misc onduct by Seller or in respect of any Fundamental Representation of Seller, in each case, as to which the limitation shall not apply) unless and untiluntil the amount of Damag es suffered by such Buyer Indemnified Party with respect to an individual claim under such sections exceeds $50,000 (it being stated for the avoidance of doubt that Damag es arising from any potential indemnific ation claims that arise out of or involve or relate to similar facts or are based on related or similar occurrences, events or circumstanc es will be aggregated and only to the extent that, (Atreated as an individual claim for this purpose) and the aggregate amount of all individual Losses incurred or sustained Damag es suffered by all Seller such Buyer Indemnified Parties with respect to which Party under such section exceeds $1,600,000 (the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount“Aggregate Threshold”), whereupon the Buyer Indemnified Parties shall be liable indemnified for only such Losses above 0.5% of all Damag es (including Damag es up to the Purchase Price and Aggregate Threshold), subject to the limitations contained in Section 6.05(b)(i); (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (iiiii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses all Damag es (y) under Section 12.4(a6.03(a)(i) (other than on account of fraud or intentional or willful misc onduct by Buyer or in respect of any Fundamental Representation of Buyer) shall in no event not exceed an amount equal to the Cap; and (z) other than on account of fraud or willful misc onduct by Buyer, under Section 6.03(a) shall not exceed an amount equal to the sum of the Base Purchase Price and any Contingent Payment paid pursuant to Section 1.02(b); and (iv) a Seller Indemnified Party shall have no right to indemnific ation under Section 6.03(a)(i) (other than on account fraud or intentional or willful misc onduct by Buyer or in respect of any Fundamental Representation of Buyer, in each case, as to which the limitation shall not apply) unless and until the amount of Damag es suffered by such Seller Indemnified Party with respect to an individual claim under such sections exceeds $50,000 (it being stated for the avoidance of doubt that Damag es arising from any potential indemnific ation claims that arise out of or involve or relate to similar facts or are based on related or similar occurrences, events or circumstanc es will be aggregated and treated as an individual claim for this purpose) and the aggregate amount of Damag es suffered by such Ame ric as 9 2 4 2 5 1 0 0 Seller Indemnified Party under such sections exceeds the Aggregate Threshold, whereupon the Seller Indemnified Parties shall be indemnified for all Damag es (including Damag es up to the Aggregate Threshold), subject to the limitations contained in Section 6.05(b)(iii). (c) In no event shall any Indemnifying Party be responsible and liable under this Article VI for special or punitive Damag es, except to the extent that any of the foreg oing are awarded to a Third Party against any Indemnified Party in circumstanc es in which such Indemnified Party is entitled to indemnific ation hereunder. In no event shall any Indemnifying Party be responsible and liable under this Article VI for indirect, consequential or incidental Damag es except to the extent that (i) such Damag es are awarded to a Third Party against any Indemnified Party in circumstanc es in which such Indemnified Party is entitled to indemnific ation hereunder, or (ii) such Damag es are a reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnific ation is sought hereunder. (d) The amount of any Damag es for which indemnific ation is provided under this Article VI shall be computed net of any Third Party insurance proceeds actually received by the Indemnified Party (net of any retroactive premium adjustments and any other costs of collection), each Party agreeing (i) to use commerc ially reasonable efforts to recover all available insurance proceeds and (ii) to the extent any indemnity payment under this Agreement has been paid by the Indemnifying Party to or on behalf of the Indemnified Party prior to the receipt, directly or indirectly by the Indemnified Party of any net insurance proceeds under Third Party insurance policies on account of such Damag es which duplicate, in whole or in part, the payment by the Indemnifying Party to or on behalf of the Indemnified Party, the Indemnified Party shall remit to the Indemnifying Party an amount equal to the amount of the net insurance proceeds actually received by the Indemnified Party on account of such Damag es which duplicate, in whole or in part, the payment made by the Indemnifying Party to or on behalf of the Indemnified Party. No Party shall be entitled to recover more than once for the same Damag es.

Limitations. (a) Notwithstanding any other provision of The Sellers shall not be liable for Damages which, individually considered, are lower than an amount equal to US$10,000 (the “De Minimis Exclusion”). Any Damages not exceeding the De Minimis Exclusion shall be considered non-indemnifiable Damages under this Agreement. A series of Claims of the same nature having in common the same cause or origin shall be considered to be a single Claim for the purposes of the De Minimis Exclusion. With respect to claims for Damages arising under Section 7.1.(a), (i) the Sellers shall not have be liable for any obligation Damage until the aggregate amount of such Damages exceeds US$200,000 (at which point the Sellers shall become liable for all Damages under Section 7.1.(a) from the first US Dollar); provided that the limitations set forth in this sentence shall not apply to indemnify Damages based upon, in connection with or resulting from (i) fraud, intentional or knowing misrepresentation, willful breach or willful misconduct on the part of any Buyer Seller, (ii) a breach, inaccuracy or failure to be true of any of the Fundamental Representations, or (iii) any of the Special Indemnification Matters. (b) The aggregate total amount in respect of which the Sellers may be liable under Section 7.1.(a) or resulting from any of the Special Indemnification Matters to the Globant Indemnified Parties shall not exceed the amount of US$11,500,000; provided, however, that the aggregate Liability of the Sellers for breach, inaccuracy or failure to be true of Fundamental Representations shall be limited to the Purchase Price effectively received by the Sellers until the date the particular Damage is payable; provided, further, that the aggregate Liability of the Sellers in respect of fraud, intentional or knowing misrepresentation, willful breach or willful misconduct shall not be limited. (c) Subject to the applicable limitations set forth in this ARTICLE 7, any amounts due to any Globant Indemnified Party pursuant to Section 12.3(athis ARTICLE 7 will be satisfied first from the Escrow Amount, and if the remaining Escrow Amount is insufficient to pay in full such amounts due to any Globant Indemnified Party, such Globant Indemnified Party may seek payment of any such amounts (or any portion thereof) unless from the Sellers, jointly and severally. Additionally, until the first anniversary since the Closing Date, if the Damages exceed the Escrow Amount, any Globant Indemnified Party will have a right to set off the exceeding amount corresponding to the Damages against the Deferred Consideration Payment. For the avoidance of doubt, this set off right shall only be in force between the Closing Date and the Deferred Compensation Payment Date. (Ad) Notwithstanding anything in this Agreement to the aggregate amount contrary: (i) each Seller acknowledges and agrees that it does not have any right of all indemnification, contribution or reimbursement from or remedy against the Company or any Subsidiary as a result of any indemnification it is required to make under or based upon, arising out of, cause by or in connection with the breach or inaccuracy of any representation, warranty, covenant or other obligation contained in this Agreement or any other Transaction Document (including any such individual Losses incurred breach or sustained by all Buyer Indemnified Parties inaccuracy of a representation, warranty, covenant or other obligation of or with respect to the Company or any Subsidiary); and (ii) each Seller hereby releases, waives and forever discharges any right to indemnification, contribution or reimbursement that it may have at any time against the Company or any Subsidiary under or based upon, arising out of, caused by or in connection with the breach or inaccuracy of any representation, warranty, covenant or other obligation in this Agreement or any other Transaction Document. (e) Except for rights for indemnification arising from the items set forth in Schedule 7.1.(f), the rights to indemnification set forth in this ARTICLE 7 shall exclude any claims regarding matters which have been disclosed by the Buyer Sellers in the Disclosure Schedule attached as Schedule 5 to this Agreement. The rights to indemnification set forth in this ARTICLE 7 shall not be affected by (i) any investigation conducted by or on behalf of any Globant Indemnified Parties would otherwise Party or any knowledge acquired (or capable of being acquired) by any Globant Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, or (ii) any waiver by Globant of any closing condition relating to the accuracy of representations and warranties or the performance of or compliance with agreements and covenants. (f) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of any representation or warranty set forth in ARTICLE 5, and (ii) the amount of Damages for which any Globant may be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers this ARTICLE 7, each such representation or warranty shall be liable for only such Losses above 0.5% of the Purchase Price and deemed to have been made without any qualifications or limitations as to materiality (B) Losses from including any claim qualifications or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers limitations made by reference to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”a Material Adverse Effect). (bg) Notwithstanding The Parties agree that irreparable damage would occur if any other provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled according to this Agreement. Except in the case of intentional fraud or willful misconduct committed with the knowledge of any of the Parties (as to which none of the limitations set forth in this ARTICLE 7 will apply), (i) from and after the Buyer shall not have Closing, the rights of any obligation to indemnify any Seller Indemnified Party pursuant under this ARTICLE 7 (including, any right to Section 12.4(aspecific performance) unless will be the sole and until, and only to the extent that, (A) the aggregate amount exclusive remedy of all individual Losses incurred or sustained by all Seller such Indemnified Parties Party with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable claims for only such Losses above 0.5% breach or inaccuracy of any of the Purchase Price and (B) Losses from representations, or warranties, or breach of any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses covenants and agreements, in each case, that are indemnifiable under Section 12.4(a) shall in no event exceed an amount equal to the Capthis ARTICLE 7.

Limitations. (ai) Notwithstanding any other provision of anything to the contrary in this AgreementArticle VI, (i) the Sellers in no event shall not have any obligation to indemnify any Buyer Indemnified Party Seller’s liability for indemnification pursuant to Section 12.3(a6.2(i) unless and until (A) hereof exceed in the aggregate amount twenty percent (20%) of the total of all such individual Losses incurred or sustained amounts paid by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled Seller pursuant to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) 2.1(c)(i), and (ii) the Buyer Indemnitees shall not be entitled to make a claim for indemnification under Section 6.2(i) hereof unless and until the aggregate liability Damages suffered or incurred by the Buyer Indemnitees exceed in the aggregate two and one-half percent (2.5%) of the Sellers total of all amounts paid by Buyer to indemnify the Buyer Indemnified Parties for Losses under Seller pursuant to Section 12.3(a2.1(c)(i) shall in no event exceed 20% of the Purchase Price (the “CapBasket Amount”), and then Seller shall be liable only for the portion of such Damages in excess of the Basket Amount, subject to the limitation set forth in subsection (i) above. Except as set forth in a certificate to be delivered to Seller at the Closing, to the Knowledge of Buyer, Buyer is not aware of any facts or circumstances that would serve as the Basis for a claim by Buyer against Seller based upon a breach of any of the representations and warranties of Seller contained in this Agreement or breach of any of Seller’s covenants or agreements to be performed by Seller at or prior to the Closing. Buyer shall be deemed to have waived in full any breach of any of Seller’s representations and warranties and any such covenants and agreements of which Buyer has Knowledge at the Closing. (bii) Notwithstanding any other provision of this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE VI OR THIS AGREEMENT, (iI) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(aTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.14 OF THIS AGREEMENT ARE PRECATORY AND SHALL HAVE NO BINDING EFFECT ON SELLER; (II) unless and until, and only to the extent that, SELLER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR WARRANTY MADE BY SELLER IN SECTION 3.14 HEREOF; AND (AIII) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapUNDER NO CIRCUMSTANCES SHALL SELLER INDEMNIFY BUYER FOR ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR WARRANTY MADE BY SELLER IN SECTION 3.14 HEREOF.

Limitations. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Sellers Indemnifying Stockholders shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to be liable under Section 12.3(a6.1(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to Damages for which the Buyer Indemnified Parties they would otherwise be entitled to indemnification liable under Section 12.3(a6.1(a) exceeds 1.0% of exceed $100,000 (at which point the Purchase Price (the “Threshold Amount”) whereupon the Sellers Indemnifying Stockholders shall be become liable for only such Losses above 0.5% the aggregate Damages under Section 6.1(a), and not just amounts in excess of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) 100,000), and (ii) each Indemnifying Stockholder shall only be liable for his, her or its pro rata share (based on the number of the Merger Shares received by such Indemnifying Stockholder as a percentage of the total number of Merger Shares issued) of the aggregate liability Damages. Solely for the purpose of determining the amount of Damages under this Article VI, all representations and warranties of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(aCompany in Article II (other than Sections 2.7 and 2.31) shall in no event exceed 20% of be construed as if the Purchase Price term “material” and any reference to “Company Material Adverse Effect” (the “Cap”)and variations thereof) were omitted from such representations and warranties. (b) Notwithstanding anything to the contrary herein, the Buyer shall not be liable under Section 6.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 6.2(a) exceed $100,000 (at which point the Buyer shall become liable for the aggregate Damages under Section 6.2(a), and not just amounts in excess of $100,000). Solely for the purpose of determining the amount of Damages under this Article VI, all representations and warranties of the Buyer and the Transitory Subsidiary in Article III (other than Sections 3.5 and 3.6) shall be construed as if the term “material” and any other provision of this Agreementreference to “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (c) Except with respect to claims based on an intent to deceive or to defraud, and except as otherwise provided in Section 6.5(d) with respect to a claim based on the Section 6.1(i) Matters, (i) the Escrow Agreement shall be the sole and exclusive means for the Buyer shall not have to collect any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to Damages for which the Seller Indemnified Parties are it is entitled to indemnification under Section 12.4(a) exceeds the Threshold Amountthis Article VI, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify for Damages under this Article VI shall not exceed $3,100,000, (iii) after the Seller Closing, the rights of indemnification of the Indemnified Parties under this Article VI and the Escrow Agreement shall be the sole and exclusive remedy of the Indemnified Parties with respect to any and all claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement and (iv) and any such claim can only be made within the fifteen (15) month period following the Closing Date. Without limitation of the foregoing, effective as of the Closing, the Buyer and its Affiliates hereby waive and release, to the fullest extent provided by law, any other claim the Buyer or any Affiliate may have against any Company Stockholder relating to the subject matter of this Article VI. With respect to claims based on an intent to deceive or to defraud the aggregate liability of the Indemnifying Stockholders shall not exceed $31,000,000 plus (x) the Value, as of the date of issuance, of any Earn-out Shares issued to the Indemnifying Stockholders pursuant to Section 1.13 of this Agreement and minus (y) the Value of any Escrow Shares previously distributed to Buyer in connection with an indemnification obligation under this Article VI. (d) Notwithstanding the provisions of Section 6.5(c)(i), Section 6.5(c)(ii) and Section 6.5(c)(iv), with respect to any claim relating to the Section 6.1(i) Matters (i) following the termination of the Escrow Agreement, but subject to clause (iii) below, the Escrow Agreement shall not be the sole and exclusive means for Losses the Buyer to collect any Damages for which it is entitled to indemnification under Section 12.4(a6.1(i), (ii) shall in no event exceed an amount equal the liability of the Indemnifying Stockholders for claims with respect to the CapSection 6.1(i) Matters shall not exceed $3,000,000 and (iii) the Buyer may make claims with respect to the Section 6.1(i) Matters for a period of three (3) years after the Closing. (e) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (f) The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by any proceeds actually received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier; provided, however, that the Indemnifying Party shall not be required to seek any such insurance recovery. (g) The representations and warranties (and, if applicable, the related Disclosure Schedule) set forth in this Agreement are the sole and exclusive representations and warranties made by the Parties in connection with the transactions contemplated hereby and no Party shall be deemed to have made any representation or warranty other than as expressly made in this Agreement. Without limiting the foregoing, no Party makes any representation or warranty with respect to any information or documents made available to any other Party, or its or their counsel, accountants, advisors or representatives except for the express representations and warranties made in this Agreement (and, if applicable, the related Disclosure Schedule).

Limitations. (a) Notwithstanding Except for liability for indemnification pursuant to any other provision breach of this Agreementthe representations and warranties of the Sellers, (ior the Buyer set forth in Sections 3.1-3.3, 3A.1-3A.2 and 4.1-4.2, respectively, an Indemnifying Party shall have no liability for indemnification pursuant to Sections 11.1(a) or 11.2(a), above until the Sellers shall not have any obligation to indemnify any Buyer aggregate cumulative amount of Damages thereunder exceed $500,000, whereupon the Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise shall be entitled to indemnification under Section 12.3(a) exceeds 1.0% be paid the excess of the Purchase Price (aggregate cumulative amount of Damages over such amount, subject to the “Threshold Amount”limitation on the maximum amount of recovery set forth in Section 11.7(b) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any below. The foregoing notwithstanding, no individual claim or series of related claims exceed for indemnification under Sections 11.1(a) or 11.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $40,000 (10,000 and any claim less than such amount shall not be included in the “De-Minimis Amount”) and (ii) the aggregate liability calculation of the Sellers to indemnify the Buyer Indemnified Parties for Losses under limitation in this Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”11.7(a). (b) Notwithstanding The aggregate amount of Damages payable by the Sellers for indemnification pursuant to Section 11.1(a), on the one hand, and by the Buyer, on the other, for indemnification pursuant to Section 11.2(a) shall not exceed $13,125,000, except for indemnification pursuant to any other provision breach of the representations and warranties of the Seller and Parent set forth in Sections 3.1-3.3 and 3A.1-3A.2, respectively, for which the aggregate amount of Damages payable by the Sellers shall not exceed the Purchase Price. (c) No Indemnifying Party shall be liable for Damages pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.4 hereof is given by the Indemnified Party to the Indemnifying Party with respect thereto on or prior to the 18-month anniversary of the Closing Date; provided, however, that this time limitation shall not apply to any Damages related to, constituting, or arising out of (i) any claims for indemnification pursuant to Sections 11.1(b) or 11.2(b) as to which, in each case, no time limitation shall apply, and (ii) any Specified Claim (as defined below), as to which, in each case, the time limitation shall be ninety (90) days after the expiration of the applicable statute of limitations. For the purposes of this Agreement, (i) the Buyer shall not have term “Specified Claims” means Damages resulting from any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless breach of the representations and until, and only to the extent that, (A) the aggregate amount warranties of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amountand Parent set forth in Sections 3.1-3.3, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price 3A.1-3A.2, 3.14 and (B) Losses from any claim 3.17, hereof, or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall set forth in no event exceed an amount equal to the CapSections 4.1-4.2 hereof.

Limitations. (a) Notwithstanding any other provision the provisions of this AgreementArticle 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) the Sellers except in respect of Fundamental Representations, no Indemnitee shall not have any obligation be entitled to indemnify any Buyer Indemnified Party indemnification pursuant to Section 12.3(a9.2(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; (Aiii) in no event shall the aggregate amount of all such individual to be paid for Losses and Tax Losses incurred by the Stockholder Indemnitees, on the one hand, or sustained by all Buyer Indemnified Parties with respect to the Parent Indemnitees and Parent Tax Indemnitees, on the other hand, for which the Buyer Indemnified Parties would otherwise be such Indemnitees (including, as applicable any Parent Tax Indemnitee) is entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims this Agreement exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price 125,000,000 (the “Cap”), and, for the avoidance of doubt, in no event shall (A) the Other Stockholders’ aggregate liability under this Agreement exceed the Indemnity Escrow Amount, (B) the MDP Stockholder’s aggregate liability under this Agreement exceed the MDP Stockholder’s Indemnity Percentage multiplied by the Cap, or (C) any Management Indemnitor’s aggregate liability under this Agreement exceed the amount set forth opposite such Management Indemnitor’s name on Annex B. (iv) in no event shall the amount to be paid by the 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 Agreement 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) Notwithstanding In no event shall any party hereto be liable for, nor shall the definition of Losses and Tax Loss include (other provision than with respect to 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 foregoing shall include diminution in value), arising out of a breach in this Agreement, even if advised at the time of breach of the possibility of such damages. (c) In no event shall the MDP Stockholder, any Other Stockholder or any Management Indemnitor be liable under this Agreement for any Loss or Tax Loss to the 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 such Loss or Tax Loss was otherwise addressed in the Closing Funds Certificate. (d) In no event shall the MDP Stockholder, any Other Stockholder or any Management Indemnitor be liable for any Loss (i) that was caused by or results directly from any failure by Parent and its affiliates (including, following the Buyer shall not have any obligation Closing, the Surviving Corporation and its subsidiaries) to indemnify any Seller Indemnified Party pursuant 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 12.4(a) unless and until9.1)). Without limiting the generality of the foregoing, and only 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 Pre-Closing Tax Periods. (e) 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 Surviving Corporation or any of its subsidiaries) with respect thereto under any insurance coverage (other than self insured or other policies to the extent thatto which any such policy allocates the cost of any recovery to the Indemnitee or its affiliates (including, as applicable, the Surviving Corporation or any of its subsidiaries)) or from any other person alleged to be responsible therefore, and (A2) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties associated Tax reductions actually realized with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapLosses.”

Limitations. (a) Notwithstanding anything herein to the contrary, no Indemnifying Party shall be liable under this Article X for any Damages (other than any breach of Section 4.7(b)) until the aggregate amounts otherwise due any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred party or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be parties entitled to indemnification under Section 12.3(ahereunder exceeds Twenty Five Thousand Dollars ($25,000) exceeds 1.0% of in the Purchase Price aggregate (the “Threshold Amount”"Indemnification Threshold"), in which case such Indemnifying Party will be liable to the Indemnified Party(ies) whereupon for the Sellers full amount due (including the amount below the Indemnification Threshold). The Stockholders as a group shall be liable treated as a single Indemnifying Party or other party, as the case may be, for only such Losses above 0.5% purposes of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under this Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)10.5. (b) Notwithstanding anything herein to the contrary, in no event will the maximum aggregate Liability of any other provision Stockholder pursuant to his or her indemnification obligations hereunder exceed the greater of this Agreement, (i) an amount equal to such Stockholder's pro rata share (determined in accordance with Section 3.1 of the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(aCell-Matrix Disclosure Schedule) unless and until, and only of $5,000,000 (Five Million U.S. Dollars) or (ii) an amount equal to the extent that, lesser of (A) the aggregate amount of all individual Losses incurred Buyer Preferred Stock Price or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability fair market value of the Buyer Preferred Stock at the time of the claim for Damages, as determined in good faith by the Board of Directors of Buyer, multiplied by the number of shares of Buyer Preferred Stock constituting such Stockholder's pro rata share (determined in accordance with Section 3.1 of the Cell-Matrix Disclosure Schedule) of the Merger Consideration. (c) Notwithstanding anything herein to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall contrary, in no event will the maximum aggregate Liability of Buyer or Merger Sub pursuant to its indemnification obligations hereunder exceed an amount equal to the CapMerger Consideration.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers The Seller shall not have any obligation be required to indemnify any Buyer Indemnified Party and hold harmless pursuant to Section 12.3(aSections 7.2(a) unless and until (Ab) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which Losses incurred by ▇▇▇▇▇▇ Indemnitees only to the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(aextent the aggregate Losses exceed One Hundred Fifty Thousand Dollars ($150,000) exceeds 1.0% of the Purchase Price (the “Threshold AmountBasket”) ), whereupon the Sellers Seller shall be liable for only all such Losses above 0.5% in excess of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (Basket; provided, that the “De-Minimis Amount”) and (ii) the maximum aggregate liability of the Sellers Seller to indemnify the Buyer Indemnified Parties all ▇▇▇▇▇▇ Indemnitees taken together for all Losses under pursuant to Section 12.3(a7.2 shall not exceed an amount equal to Five Million Dollars ($5,000,000) shall in no event exceed 20% of the Purchase Price (the “Indemnification Cap”). Notwithstanding the foregoing, the Basket and the Indemnification Cap shall not apply to (a) any claims that relate to a breach or inaccuracy of the Surviving Representations and Warranties, (b) any claims resulting from, arising out of, relating to or in the nature of, or caused by intentional misrepresentations, fraud or willful misconduct by the Seller or Energy Steel, (c) any claims resulting from, arising out of relating to or in the nature of, or caused by any matter which required approval by Energy Steel’s board of directors and/or shareholders and which was not authorized by resolutions specifically detailing the actions approved, but rather was approved through an omnibus and general resolution, or (d) any claims under Sections 7.2(c), (d), (e), (f), (g), (h) and (i). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer ▇▇▇▇▇▇ shall not have any obligation be required to indemnify any Seller Indemnified Party and hold harmless pursuant to Section 12.4(a7.3(a) unless and until, and (b) with respect to Losses incurred by Seller Indemnitees only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which exceed the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold AmountBasket, whereupon the Buyer ▇▇▇▇▇▇ shall be liable for only such all Losses above 0.5% in excess of the Purchase Price and (B) Losses from any claim or series of related claims exceed Basket; provided that the De-Minimis Amount and (ii) the maximum aggregate liability of ▇▇▇▇▇▇ to all Seller Indemnitees taken together for all Losses pursuant to Section 7.3 shall not exceed the Buyer Indemnification Cap. Notwithstanding the foregoing, the Basket and aforementioned liability limit shall not apply to indemnify any claims resulting from, arising out of, relating to or in the Seller Indemnified Parties for Losses under nature of, or caused by intentional misrepresentations, fraud or willful misconduct by ▇▇▇▇▇▇ and shall not in any manner limit ▇▇▇▇▇▇’▇ and Buyer’s obligations pursuant to Section 12.4(a) shall in no event exceed an amount equal to 4.5 (Brokers or Finders), Section 4.7 (No Breach), and Section 2.2 (Payment of Purchase Price or Adjustments), the CapEarn Out Agreement or the Seller’s Employment Agreement.

Limitations. (a) An Indemnified Person shall not be ----------- entitled to indemnification under Article VIII and this Article X unless notice of a claim for indemnity shall have been given within the applicable survival period under Sections 8.07(d) and 13.01. (b) The Shareholders' aggregate obligation to indemnify the Purchaser and hold it harmless under Article VIII and Section 10.01 shall in no event exceed $63,000,000 (the "Maximum Amount"). At such time, if any, as an aggregate -------------- amount equal to the Maximum Amount has been paid to the Purchaser by the Shareholders under this Section 10.04, no Shareholder shall thereafter have any further liability under Article VIII and Article X. (c) Each Shareholder's obligation to indemnify the Purchaser and hold it harmless under Section 10.01 (and Article VIII with respect to Tax matters) shall in no event exceed a percentage of the Maximum Amount equal to the percentage of the total aggregate Merger Consideration received by such Shareholder ("Pro Rata Share"). Each Shareholder's obligation to pay any -------------- indemnifiable Loss pursuant to Section 10.01 (and Article VIII with respect to Tax matters) shall be limited to such Shareholder's Pro Rata Share of such Loss. At such time, if any, as any Shareholder shall have paid to the Purchaser an amount equal to such 62 69 Shareholder's Pro Rata Share of the Maximum Amount under Section 10.01 (and Article VIII with respect to Tax matters), such Shareholder shall have no further liability under such Section 10.01 (and Article VIII with respect to Tax matters). (d) No claim may be made against any Shareholder for indemnification pursuant to Section 10.01 or Article VIII with respect to any individual item of Loss, unless the aggregate dollar amount of all claims against the Shareholders for indemnification shall exceed $7,000,000, in which case the Shareholders shall be liable for claims for indemnification only in excess of such aggregate amount. Any adjustment to any Tax benefit attributable to a payment pursuant to Section 6.14 shall not be subject to this Section 10.04(d). (e) Notwithstanding any other provision of this Agreementanything herein to the contrary, (i) the Sellers in no event shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% liability of the Purchase Price Purchaser hereunder exceed $63,000,000 (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”"Loss Ceiling") and (ii) the Purchaser shall have no further obligations under ------------ this Article X at the time when the Purchaser has paid indemnification hereunder in amounts equal in the aggregate liability of to the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)Loss Ceiling. (bf) Notwithstanding any other provision of this Agreement, (i) No claim may be made against the Buyer shall not have any obligation to indemnify any Seller Indemnified Party Purchaser for indemnification pursuant to Section 12.4(a) 10.02 or Article VIII with respect to any individual item of Loss, unless and until, and only to the extent that, (A) the aggregate dollar amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to claims for indemnification shall exceed $7,000,000, in which case the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer Purchaser shall be liable for claims for indemnification only in excess of such Losses above 0.5% of the Purchase Price and (B) Losses from aggregate amount. Any adjustment to any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer Tax benefit attributable to indemnify the Seller Indemnified Parties for Losses under a payment pursuant to Section 12.4(a) 6.14 shall in no event exceed an amount equal not be subject to the Capthis Section 10.04(f).

Limitations. (a) Notwithstanding any Subject to Sections 7.4(b) and 7.4(c), and notwithstanding anything to the contrary contained in this Agreement other provision than Sections 7.4(b) and 7.4(c), a party (for purposes of this AgreementSection 7.4, (ithe Shareholders shall be deemed to be one and the same party) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(athis Article VII is not entitled to indemnification until the aggregate indemnifiable Losses for which it is otherwise entitled to indemnification hereunder shall equal or exceed U.S. $100,000 (the "Threshold Amount"). If and when the sum of all indemnifiable Losses of a party hereunder equals or exceeds the Threshold Amount, then such party may request indemnification for all indemnifiable Losses in excess of the Threshold Amount. To the extent covered by insurance, any indemnifiable Loss will be deemed reduced by the amount of insurance proceeds actually received by the Indemnified Party and its Affiliates in respect of such Loss; provided, however, that in no event shall this sentence be deemed to require any Indemnified Party to maintain any level of insurance. Subject to Sections 7.4(b) exceeds 1.0% of and 7.4(c), in no event shall the Shareholders' collective Liability under this Article VII exceed the Purchase Price in the aggregate (the “Threshold Amount”"Maximum Liability"). Except as set forth in Sections 7.4(b) whereupon the Sellers shall be liable and 7.4(c), all rights and remedies under this Article VII for only such Losses above 0.5% of the Purchase Price Indemnified Parties, including all rights to indemnification, and (B) Losses from any claim or series of related claims exceed $40,000 all Liabilities and obligations under this Article VII for Indemnifying Parties, terminate on September 30, 2000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”"Time Limit"). (b) Notwithstanding Exempt Claims (solely to the extent of such claims) shall not be subject to the Threshold Amount or (with respect to claims against the Shareholders) the Maximum Liability limitations set forth in Section 7.4(a) above. In addition, no Exempt Claim shall not be subject to the Time Limit; provided, however, all rights and remedies under this Article VII for Indemnified Parties, including all rights to indemnification, and all Liabilities and obligations under this Article VII for Indemnifying Parties, for an Exempt Claim shall terminate as of the expiration of all applicable statute of limitations (including any other provision of this Agreement, extension or waiver with respect thereto) for the underlying Liability to which such Exempt Claim relates. (c) The term "Exempt Claims" shall mean (i) claims by the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(aPurchaser or the Shareholders (as appropriate) unless and untilunder this Article VII for breaches, and only to the extent thator failures of performance, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price terms of Article I, Section 2.1, Section 2.23, Section 3.3, Section 4.3, Section 4.5 and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount Section 4.6, and (ii) claims by the aggregate liability of Purchaser for indemnification under this Article VII in connection with the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapIdentified Litigation or Impact Option Liability.

Limitations. (a) Notwithstanding any An indemnification claim based upon Sections 6.1(b)(ii) or 6.1(h)(i) (other provision than due to a breach of a representation or warranty contained in Sections 2.2, 2.8, 2.9(c) (first sentence), 2.23, 2.24, 2.25, 2.26, 2.27 and 3.2 of this Agreement, ) shall be subject to the following limitations: (i) Such claims must be initiated by delivery of a Loss Notice within two (2) years following the Sellers shall not have any obligation to indemnify any Closing Date. (ii) The Buyer Indemnified Party pursuant to Section 12.3(a) unless and until Parties may recover (A) only to the extent Buyer Losses in the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price have exceeded $100,000 (the “Threshold Amount”) whereupon (in each case, without regard to any qualifications or limitations regarding materiality or Material Adverse Effect contained in the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price applicable representation or warranty) and (B) Losses from any claim or series only up to an aggregate amount of related claims exceed (x) $40,000 5,000,000 plus (y) amounts paid to Seller pursuant to Sections 1.4 and 1.5 of this Agreement (the “De-Minimis Maximum Amount”) and (ii) ). After the aggregate liability of all such Buyer Losses suffered or incurred by the Sellers Buyer Indemnified Parties exceeds the Threshold Amount (in each case, without regard to any qualifications or limitations regarding materiality or Material Adverse Effect contained in the applicable representation or warranty), Seller and the Shareholder shall be obligated to indemnify the Buyer Indemnified Parties for all such Buyer Losses under Section 12.3(a) shall that are in no event exceed 20% excess of the Purchase Price (Threshold Amount; provided that the “Cap”)Threshold Amount shall not be counted as a claim applying against the Maximum Amount. (biii) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any The Seller Indemnified Party pursuant to Section 12.4(aParties may recover (A) unless and until, and only to the extent that, (A) Seller Losses in the aggregate amount have exceeded the Threshold Amount and (B) only up to the Maximum Amount. After the aggregate of all individual such Seller Losses suffered or incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer obligated to indemnify the Seller Indemnified Parties for all such Seller Losses under that are in excess of the Threshold Amount; provided that the Threshold Amount shall not be counted as a claim applying against the Maximum Amount. (b) For an indemnification claim based upon Section 12.4(a6.1(b)(i) shall in no event exceed or (iv) or Section 6.1(h)(iii), (iv) or (v), the Buyer Indemnified Parties and the Seller Indemnified Parties, respectively, may recover only up to an amount equal to which, together with any amounts recovered by such parties for the Capclaims addressed in Section 6.4(a), do not exceed the Maximum Amount.

Limitations. (a) Notwithstanding any other provision of this Agreement, Seller shall have no liability for Purchaser Losses arising under Section 6.1(a): (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect exceeds $90,000, and (ii) to which the Buyer Indemnified Parties would otherwise be entitled extent that the aggregate amount of the such Losses exceeds an amount equal to indemnification under Section 12.3(a) exceeds 1.040% of the Purchase Price Price; provided, however, that such limitations shall not apply to Purchaser Losses arising with respect to a breach of Seller’s representations and warranties under Sections 3.1 (organization), 3.2 (authorization), the “Threshold Amount”first sentence of 3.6 (title), 3.8 (environmental), 3.15 (intellectual property), 3.16 (taxes) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and 3.17 (Bbrokers) Losses from and with respect to any claim of fraud or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer intentional or willful misconduct by any Seller Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)Party. (b) Notwithstanding any other provision of this Agreement, Purchaser shall have no liability for Seller Losses arising under Section 6.2(a): (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) until the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5exceeds $90,000, and (ii) to the extent that the aggregate amount of such Losses exceeds an amount equal to 40% of the Purchase Price Price; provided, however, that such limitations shall not apply to Seller Losses arising with respect to a breach of Purchaser’s representations and warranties under Sections 4.1 (Borganization), 4.2 (authorization) Losses from and 4.4 (brokers) and with respect to any claim of fraud or series intentional or willful misconduct by any Purchaser Indemnified Party. (c) The amount of related claims exceed any Purchaser Losses or Seller Losses recoverable hereunder shall be reduced by any tax savings actually realized by the De-Minimis Amount and (ii) Indemnified Party arising from the aggregate liability occurrence or payment of any such Purchaser Losses or Seller Losses in the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall taxable year in no event exceed an amount equal to the Capwhich such losses are incurred.

Limitations. (a) Notwithstanding any other provision In the absence of this Agreementfraud or intentional misrepresentation, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred for which the Buyer Indemnified Parties shall be entitled to indemnification pursuant to Section 10.1 of this Agreement shall not exceed $2,000,000 (the "Initial Indemnification Cap"), provided, however, that -------- ------- if the aggregate amount of all losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 10.1(f) exceeds the Initial Indemnification Cap, the Buyer Indemnified Parties shall be entitled to indemnification from the Principal Shareholders only, pursuant to Section 10.10 for an additional amount not to exceed $2,000,000 solely for those Losses arising under Section 10.1(f) hereof. (b) Notwithstanding anything to the contrary in this Agreement, in the absence of fraud or sustained by all intentional misrepresentation, the Principal Shareholders shall not be required to indemnify or hold harmless the Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”for indemnification pursuant to Section 10.1(a) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) unless and until the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the Parties' aggregate amount Losses in respect of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to such claims exceed $100,000 (the "Indemnity Threshold") after which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer Principal Shareholders shall be liable ------------------- for only all such Losses above 0.5% without deduction. The Indemnity Threshold shall not apply to claims related to breaches of the Purchase Price representations and warranties contained in Section 3.3 or indemnification claims pursuant to Sections 10.1(b) through (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capf).

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) Neither Buyer nor Seller shall be liable to the Sellers shall not have other under this Section 10.2 for any obligation to indemnify any Buyer Indemnified Party Damages due pursuant to Section 12.3(a10.2(a)(i) or Section 10.2(b)(i) exclusively, unless and until (Ai) each individual amount otherwise due the Indemnified Party exceeds Sixty Thousand Dollars ($60,000) (excluding legal fees and expenses), and (ii) the aggregate amount of all such Damages under this Agreement and the Intellectual Property Purchase Agreement otherwise due the Indemnified Party (excluding Damages incurred in any individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(aclaim of less than Sixty Thousand Dollars ($60,000)) exceeds 1.0% an accumulated total of $200,000, and thereafter the total amount of all such Damages in excess of Sixty Thousand Dollars ($60,000) per claim (excluding legal fees and expenses) actually incurred (excluding the $200,000) shall be indemnifiable. (ii) Neither (A) Seller's aggregate liability under (I) Sections 10.2(a) and 10.3 of this Agreement and (II) Section 6.2(a) of the Intellectual Property Purchase Price Agreement, for all claims for Damages incurred by Buyer (the “Threshold Amount”and its Representatives and Affiliates) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and nor (B) Losses from any claim or series of related claims exceed $40,000 Buyer's aggregate liability under (the “De-Minimis Amount”I) Sections 10.2(b) and 10.3 of this Agreement and (iiII) Section 6.2(a) of the Intellectual Property Purchase Agreement, for all claims for Damages incurred by Seller (and its Representatives and Affiliates), shall in any event exceed the sum of (x) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Market Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify Common Stock received by Seller hereunder which are still owned by Seller on the date of the Claim Notice, calculated as of the date of the Claim Notice, and (y) the cash sale price received by Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal all sales of any Buyer Common Stock received hereunder prior to the Capdate of the Claim Notice. For purposes of this Section 10.2, "Market Price" shall mean the average of the closing prices for the Buyer Common ------------ Stock on the NASDAQ National Market on the five (5) business days immediately preceding the date of the relevant Claim Notice.

Limitations. Notwithstanding the foregoing provisions of this Article VIII, but subject in all respects to Section 9.4, the Parent and the Buyer, on behalf of themselves and anyone who could make a claim by or on either's behalf, agree as follows: (a) Notwithstanding any other provision There shall be no liability of this Agreement, the Foundation or the Servicer for indemnification under Section 8.2 (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) for inaccuracies in or breaches of Sections 3.6 or 4.5 hereof unless and until (A) the aggregate amount of all Indemnifiable Costs for inaccuracies in or breaches of such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) 38 sections exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and 500,000, (ii) for inaccuracies in or breaches of Section 3.23 hereof unless and until the aggregate liability amount of Indemnifiable Costs for such inaccuracies or breaches exceeds $500,000, and (iii) for inaccuracies in or breaches of Section 4.16 hereof unless and until the Sellers aggregate amount of Indemnifiable Costs for such inaccuracies or breaches exceeds $500,000. If the aggregate amount of Indemnifiable Costs described in clause (i), (ii) or (iii) above exceed $500,000, the Servicer and the Foundation will only be obligated (subject to the other limitations in this Article VIII) to indemnify the Buyer Indemnified Parties for Losses Indemnifiable Costs in excess of $500,000 for Indemnifiable Costs described in clause (i), Indemnifiable Costs in excess of $500,000 for Indemnifiable Costs described in clause (ii), and Indemnifiable Costs in excess of $500,000 for Indemnifiable Costs described in clause (iii). As an example of the foregoing, if the aggregate Indemnifiable Costs under Sections 3.6 and 4.5 equal $600,000, the Indemnifiable Costs under Section 12.3(a) shall in no event exceed 20% 3.23 equal $600,000 and the Indemnifiable Costs under Section 4.16 equal $300,000, the joint and several liability of the Purchase Price (Foundation and the “Cap”)Servicer shall be $200,000. (b) Notwithstanding any other provision In no event shall the Foundation or the Servicer have liability for indemnification with respect to inaccuracies in or breaches of this AgreementSections 3.23 or 4.16 resulting from, arising out of or in connection with (i) FFELP Loan or Private Loan servicing errors committed or caused by the Parent, the Buyer or their Affiliates (other than the Servicer) prior to the Closing or (ii) FFELP Loan or Private Loan servicing errors that are not the result of a systemic defect or series of defects in the Foundation's, the Servicer's, the Company's or the Subsidiaries' servicing operations that, singly or in the aggregate, impact a material portion of the FFELP Loans or Private Loans serviced by the Foundation, the Servicer, the Company or the Subsidiaries. (c) In no event shall not have any obligation to indemnify any Seller Indemnified Party the Servicer's and the Foundation's liability for Indemnifiable Costs pursuant to Section 12.4(a8.2 exceed (i) unless and until, and only to the extent that, (A) $5,000,000 in the aggregate amount for breaches of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold AmountSections 3.6 and 4.5 hereof, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) $5,000,000 in the aggregate liability for breaches of Section 3.23, (iii) $5,000,000 in the Buyer to indemnify the Seller Indemnified Parties aggregate for Losses under breaches of Section 12.4(a4.16 or (iv) shall in no event exceed an amount equal to the Cap$500,000 for breaches of Section 3.11.

Limitations. (a) Seller and Redwood Design & Supply shall not be liable to any of the Buyer Indemnified Parties for any Losses pursuant to Section 8.2(a) (other than with respect to any Loss arising out of any breach or inaccuracy of the Fundamental Representations, including references thereto in the certificate contemplated by Section 7.2(e)) (“General Losses”), unless the aggregate of all General Losses for which Seller would otherwise be liable exceeds an amount equal to $2,250,000 (the “Deductible”), and then only for General Losses in excess of the Deductible. (b) Buyer shall not be liable to any of the Seller Indemnified Parties for any Losses pursuant to Section 8.3(a) (other than with respect to any Loss arising out of the Buyer Fundamental Representations, including references thereto in the certificate contemplated by Section 7.2(e)) unless the aggregate of all Losses therefrom for which Buyer would otherwise be liable exceeds the Deductible, and then only for Losses in excess of the Deductible. (c) Seller and Redwood Design & Supply shall not be liable to any of the Buyer Indemnified Parties pursuant to Section 8.2(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds $25,000 (the “Mini-Basket”), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket shall not be aggregated for purposes of calculating the Deductible. For the avoidance of doubt, for purposes of this Section 8.4(c), with respect to Tax matters, two or more Losses shall be considered a series of related Losses arising from a common set of facts to the extent such Losses relate to the same underlying Tax matter or Tax reporting position, regardless of whether such Losses arise or are assessed (x) with respect to more than one taxable period, (y) in more than one jurisdiction or (z) with respect to or against more than one taxpayer. (d) Buyer shall not be liable to any of the Seller Indemnified Parties pursuant to Section 8.3(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket shall not be aggregated for purposes of calculating the Deductible. (e) With respect to General Losses, the sole and exclusive source of recovery for indemnification available to the Buyer Indemnified Parties shall be the then-remaining funds held in the Indemnity Escrow Account. With respect to any Losses arising out of the Fundamental Representations or IP Ownership Representations, any breach of any covenant or agreement of Seller or the Key Persons, the Special Indemnity Items or any Indemnified Taxes, the sole and exclusive source of recovery for indemnification available to the Buyer Indemnified Parties shall be (i) first, the then-remaining funds held in the Indemnity Escrow Account, and (ii) second, from Seller and/or Redwood Design & Supply (it being understood and agreed that Seller shall cause Redwood Design & Supply to satisfy any such obligations). (f) Notwithstanding anything to the contrary set forth in this Agreement, no Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) shall be entitled to indemnification, payment or reimbursement (i) under any provision of this Agreement for any amount to the extent such Person has been indemnified, paid or reimbursed for such amount under any other provision of this Agreement or under any other agreement, arrangement or understanding or (ii) with respect to any Loss under this Article 8 to the extent such Loss would be duplicative of any amount included in the calculation and payment of the Net Adjustment Amount pursuant to Section 2.2. (g) The right of a Person to any remedy pursuant to this Article 8 shall not be affected by any investigation or examination conducted, or any knowledge possessed or acquired (or capable of being possessed or acquired), by such Person at any time concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty, covenant or obligation. No Person shall be required to show reliance on any representation, warranty, certificate or covenant in order for such Person to be entitled to indemnification, compensation or reimbursement hereunder. (h) Notwithstanding anything to the contrary set forth in this Agreement, (i) the Sellers Seller and Redwood Design & Supply shall not have any obligation or be liable for any Losses to indemnify the extent such Losses primarily arise out of any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until voluntary act, omission, transaction or arrangement carried out by or on behalf of Buyer, any of its Subsidiaries or any of its or their respective Representatives (A) the aggregate amount of all such individual Losses incurred or sustained other than as expressly required by all Buyer Indemnified Parties this Agreement); provided, that, with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% any Loss arising out of any inaccuracy in or breach of the Purchase Price representations and warranties set forth in Section 3.18 (the “Threshold Amount”Taxes) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under that are not Fundamental Representations, this Section 12.3(a8.4(g) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and apply only to the extent that, at the time of such voluntary act, omission, transaction or arrangement that gave rise to such Loss, Buyer had actual knowledge of such inaccuracy or breach or such inaccuracy or breach would have been reasonably expected. (Ai) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer and Redwood Design & Supply shall not be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from to any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties pursuant to Section 8.2(a) for any Taxes arising out of those representations and warranties set forth in Section 3.18 (Taxes) or for any Indemnified Taxes except to the extent that such Taxes are allocable to a Pre-Closing Tax Period. For purposes of determining the amount of Taxes allocable to any Pre-Closing Tax Period, the Straddle Period shall be considered to consist of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of Seller for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of Seller were closed at the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (j) Each Indemnified Party shall use its commercially reasonable efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder, including seeking recovery or obtaining payment for any Losses under Section 12.4(a) shall in no event exceed an amount equal any and all insurance policies that apply or may apply to such Losses, to the Capextent it would be commercially reasonable to do so. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no obligation or liability for any portion of such Loss that would have reasonably been expected to have been avoided had the Indemnified Party made such efforts. Without limiting the generality of the foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or reasonably would be expected to result in an indemnified Loss or a Third-Party Claim for which the Indemnifying Party may have an obligation or liability to such Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly and shall implement such reasonable actions as the Indemnifying Party shall request in writing for the purposes of mitigating the possible Losses arising therefrom.

Limitations. (a) Notwithstanding anything to the contrary contained herein, PRGI will not assert a claim against any other provision Sellers or Owners under this Article 4 until the total of this Agreementall Section 4.1 Indemnified Claims (except claims under Section 4.1(c)(ii)(A),(B) or (C), (i4.1(d), 4.1(e) or claims for breach of the Sellers representations and warranties described in 4.4(a)(ii) or 4.4(b), which shall not have any obligation be subject to indemnify any Buyer Indemnified Party pursuant this limitation, but may be asserted without regard to Section 12.3(athe Base Amount) unless hereunder and until (A) under all Seller Transaction Documents equals or exceeds in the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price $100,000 (the “Threshold "Base Amount”) whereupon the Sellers "), at which time all Section 4.1 Indemnified Claims, including such Base Amount, may be claimed in full and, if indemnifiable under this Article 4, shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall indemnified in no event exceed 20% of the Purchase Price (the “Cap”)full. (b) Notwithstanding The parties hereto acknowledge that, in the event that the amount of Section 4.1 Indemnified Claims hereunder exceeds the value of the Escrow Shares deposited by Seller and the Owners pursuant to the Indemnity Escrow Agreement (as valued therein), except as provided below, PRGI shall assert any such claims exceeding the value of the Escrow Shares against, and be indemnified by, the Owners of RBA (and if prior to Closing, by RBA), jointly and severally, and will not assert claims exceeding the Escrow Shares against any other provision Seller and its Owners; provided, in respect of this AgreementSection 4.1 Indemnified Claims exceeding the value of the Escrow Shares if such claims relate to fraud by any Seller or its Owners or to a Recourse Obligations, each Seller and its Owners shall remain jointly and severally liable with RBA's Owners (iand if prior to Closing, RBA) the Buyer in respect thereto. (c) The parties hereto acknowledge that, in respect of any Section 4.1 Indemnified Claims arising out of Section 4.1(c)(ii)(D)(2) hereof, PRGI shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) assert a claim against Sellers or Owners unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller such Section 4.1(c)(ii)(D)(2) Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) Claims exceeds the Threshold Amountaggregate under all of the Acquisition Agreements of the Interim Period Cash Flow, whereupon as defined and provided in the Buyer Acquisition Agreements, in which event, PRGI may assert a claim against Sellers and Owners in accordance with this Agreement and the Indemnity Escrow Agreement for all such Section 4.1(c)(ii)(D)(2) Indemnified Claims, for the amount which exceeds the Interim Cash Flow, and, if indemnifiable under this Article 4, shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall indemnified in no event exceed an amount equal to the Capfull.

Limitations. Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree as follows: (a) Notwithstanding any other provision Seller shall only have Liability to the Purchaser Indemnified Parties, and Purchaser shall only have Liability to the Seller Indemnified Parties, under Section 8.2(a), Section 8.2(b), Section 8.3(a) or Section 8.3(b), in the case of this AgreementSeller, (i) and Section 8.4, in the Sellers shall not have any obligation case of Purchaser, if the claim for which indemnification is sought was the subject of a written notice given to indemnify any Buyer Seller by a Purchaser Indemnified Party with respect to a claim by a Purchaser Indemnified Party or to Purchaser by Seller on behalf of a Seller Indemnified Party with respect to a claim by a Seller Indemnified Party pursuant to Section 12.3(a8.5 within the applicable period (if any such limitation exists) unless following the Closing Date specified in Section 8.1. (b) The aggregate liability of Seller in respect of claims for indemnification pursuant to this Agreement shall not exceed, and until (A) in no event shall Seller be required to provide indemnification pursuant to this Agreement to the extent the aggregate amount of all such individual Purchaser Losses incurred or sustained by all Buyer Indemnified Parties with respect to which exceed, the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) Seller Cap; provided that, as a further limitation, the aggregate liability of the Sellers Seller in respect of claims for indemnification pursuant to indemnify the Buyer Indemnified Parties for Losses Section 8.2(a) and Section 8.3(a), excluding only claims under Section 12.3(a) those Sections with respect to breaches of Fundamental Representations, shall not exceed, and in no event exceed 20% of shall Seller be required to provide indemnification pursuant to Section 8.2(a) or Section 8.3(a) to the Purchase Price extent the aggregate Purchaser Losses exceed, $3,400,000 (the “General Cap”). (bc) Notwithstanding any other provision Except with respect to a breach of this Agreementa Fundamental Representation, (i) the Buyer shall not have any obligation to indemnify any Seller no Purchaser Indemnified Party shall assert any claim for indemnification pursuant to Section 12.4(a8.2(a) or Section 8.3(a) unless and until, and only to the extent that, (A) until the aggregate amount of all individual Purchaser Losses incurred or sustained by all Seller Indemnified Parties that would otherwise be payable pursuant to this Article VIII with respect to all such claims exceeds $340,000 (the “Threshold”), and then only for the portion of Purchaser Losses in excess of the Threshold, subject to the other limitations set forth in this Article VIII. (d) The Damages that are subject to indemnification are expressly limited to those covered by the definition of Damages. (e) The Indemnified Party shall use commercially reasonable efforts to mitigate the amount of any Damages for which the Seller Indemnified Parties are it is entitled to seek indemnification hereunder, including by seeking recovery or reimbursement from a Third Party under insurance or other collateral sources (including indemnity under a contract with a third party). (f) The amount of any Damages payable under this Article VIII by the Indemnifying Party shall be net of any amounts recovered by an Indemnified Party under applicable insurance policies after taking into account all deductibles paid in connection therewith and any increase or reasonably expected increase in premiums that result from making any claim for insurance; provided, that in no event shall any Indemnified Party be obligated to pursue recovery under any applicable insurance policies before making a claim for indemnification. If an Indemnified Party receives any amounts under applicable insurance policies (after taking into account all deductibles paid in connection therewith and any increase in premiums that result from making any claim for insurance) or other collateral sources subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification payment up to the amount received by such Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (g) For purposes of calculating the amount of Damages under this Article VIII (but not for determining whether any breach of a representation or warranty has occurred), any materiality, Material Adverse Effect or similar qualifier contained in the representations or warranties in Article II, Article III (other than in Section 12.4(a3.12) exceeds and Article IV will be disregarded. (h) No Party shall be entitled to recover Damages in respect of any claim or otherwise obtain reimbursement or restitution more than once with respect to any claim hereunder. In addition, the Threshold amount of Damages indemnifiable hereunder shall be reduced by the amount of any Liability recorded specifically in the calculation of the Net Working Capital Amount, whereupon Closing Indebtedness and/or Seller Transaction Costs to the Buyer shall be liable for only such Losses above 0.5% extent that the effect thereof was to reduce dollar-for-dollar the amount of the Purchase Price and as compared to what it would have been absent such recorded Liability (B) Losses from any claim or series with the intent of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer this provision to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal merely be to the Capavoid “double counting”).

Limitations. (a) Notwithstanding any other provision of this Agreement, Except with respect to claims (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party based on fraud or willful misrepresentation or (ii) made pursuant to Section 12.3(aSections 6.4 (Non-Competition) unless or 11.3 (Confidentiality), the rights of the Indemnified Parties under this Article XII shall be the sole and until (A) exclusive remedies of the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty of failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. 52 Seller will have no liability (for indemnification or otherwise) with respect to the matters described in Section 12.2(a) (other than with respect to the Seller Fundamental Representations) until the total of all Losses with respect to such matters exceeds One Hundred Thousand Dollars ($100,000), and then only for the amount by which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of exceed One Hundred Thousand Dollars ($100,000). Notwithstanding anything to the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) contrary contained in this Agreement, the aggregate liability of Seller for the Sellers to indemnify the Buyer Indemnified Parties for sum of all Losses (a) under Section 12.3(a12.2(a) (other than with respect to the Seller Fundamental Representations), shall in no event not exceed an amount equal to twenty percent (20% %) of the Purchase Price (the “Cap”). Price, as determined under Article II, (b) Notwithstanding any other provision of this Agreementunder Sections 12.2(c) (Excluded Liabilities), 12.2(g) (iEnvironmental Matters), 12.2(h) the Buyer (Environmental Matters), 12.2(i) (Taxes) and 12.2(k) (Pension Plan Matters) shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price limited and (Bc) Losses from under any claim or series portion of related claims exceed the De-Minimis Amount Section 12.2 other than those described in clauses (a) and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) b), shall in no event not exceed an amount equal to the CapPurchase Price, as determined under Article II. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 12.3(a) (other than with respect to the Buyer Fundamental Representations) until the total of all Losses with respect to such matters exceeds One Hundred Thousand Dollars ($100,000), and then only for the amount by which such Losses exceed One Hundred Thousand Dollars ($100,000). Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of Buyer for the sum of all Losses (a) under Section 12.3(a) (other than with respect to the Buyer Fundamental Representations), shall not exceed an amount equal to twenty percent (20%) of the Purchase Price, as determined under Article II, (b) under Sections 12.3(c) (Assumed Liabilities), 12.3(f) (Environmental Matters) and 12.3(g) (Environmental Matters) shall not be limited and (c) under any portion of Section 12.3 other than those described in clauses (a) and (b), shall not exceed an amount equal to the Purchase Price, as determined under Article II. Both parties shall cooperate and use commercially reasonable efforts to take action to assist in the mitigation of any damages for which indemnification is provided by the Indemnifying Party.

Limitations. Notwithstanding anything to contrary contained herein, (a) Notwithstanding Seller shall not be liable for any other provision of this Agreement, indemnification pursuant to (i) Section 7.02(a) and Section 7.02(b) for any claims in excess of $55,000 (individually or in the Sellers aggregate), (ii) Section 7.02(c) for any claims in excess of the respective indemnification caps set forth in Section 7.02(c), and subject to the terms and conditions set forth in the purchase agreements referenced therein, and (iii) Section 7.02(d), for any individual claim, until the aggregate amount of Losses in respect of such claim for indemnification under Section 7.02(d) exceeds $25,000 (for each such individual claim, a “Individual Claim Basket”), in which event Seller shall not only be required to pay or be liable for Losses in respect of such individual indemnification claim in excess of the Individual Claim Basket; provided, however, the costs associated with the compliance orders that have any obligation been issued to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless the subsidiaries of the Company and until that are incurred in connection with the release of all legacy bonds of the Company’s subsidiaries (A) shall be considered one claim under this Section 7.02(d), (B) shall not be subject to the Individual Claim Basket and (C) Seller shall not be liable for any indemnification therefor until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to costs exceeds $10,000, in which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers event Seller shall be liable for only all such Losses above 0.5% costs from the first dollar; (b) in no event shall Seller be liable in the aggregate for indemnification under Section 7.02(d) in excess of $300,000; and (c) any claim for indemnification under Section 7.02(d) must be made on or prior to the one-year anniversary of the Purchase Price and Closing Date as more specifically set forth in Section 7.07. For avoidance of doubt, (Ba) Losses from Buyer cannot make claims under Section 7.02(d) for any claim claims under or series arising out of related claims exceed $40,000 (the “De-Minimis Amount”purchase agreements referenced in Section 7.02(c) and (iib) the aggregate liability all claims by Laredo or Buyer in respect of the Sellers to indemnify the Buyer Indemnified Parties for Losses compliance orders and legacy bonds referenced above shall be made under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”7.02(d). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) Except for Losses arising out of or resulting from Fraud, in no event shall the Sellers aggregate Liability of 7-Eleven under Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(iii) or with respect to Seller Taxes under Section 4.2(a)(i) exceed the Purchase Price. (ii) 7-Eleven shall not have any obligation be obligated to indemnify Buyer for the same Loss only once under this Article 8 even if a claim for indemnification in respect of such Loss has been made as a result of a breach of more than one representation, warranty, covenant or agreement contained in this Agreement. (iii) Buyer shall seek recovery under the R&W Insurance Policy for any Buyer Indemnified Party indemnifiable Losses under Section 8.2(a)(i) as set forth below and shall concurrently seek recovery from the Seller Parties and under the R&W Insurance Policy for any indemnifiable Losses under Section 4.2(a)(i). With respect to any breach of a Seller Fundamental Representation indemnifiable pursuant to Section 12.3(a) unless and until 8.2(a)(i), the Buyer Indemnified Parties shall seek recovery (A) first, (1) if Buyer has incurred aggregate Losses (including any indemnifiable Losses under Section 8.2(a)(iv)) less than $1,972,500, from 7-Eleven, up to an amount not to exceed $1,972,500, so long as Buyer also seeks recovery under the R&W Insurance Policy or (2) if Buyer has incurred aggregate amount Losses (including any indemnifiable Losses under Section 8.2(a)(iv)) equal to or greater than $1,972,500, then Buyer shall first seek recovery under the R&W Insurance Policy, in each case, including without limitation any such indemnifiable Losses for which Buyer may also be entitled to recovery under Section 8.2(a)(iii), (B) second, to the extent the policy limit under the R&W Insurance Policy has not been reached, by submission of claims to the R&W Insurance Policy, and (C) third, whether or not the R&W Insurance Policy was obtained or is then in effect, once the total of all such individual Losses incurred or sustained by all the Buyer Indemnified Parties with respect to which such matters exceeds an amount equal to $26,300,000 (such amount, the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% “Threshold”), from 7-Eleven only for such Losses in excess of the Purchase Price Threshold (subject to the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under other applicable limitations set forth in this Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”8.2(b)). (biv) Notwithstanding any other provision Except for Losses arising out of this Agreementor resulting from Fraud, (i) the Buyer in no event shall not 7-Eleven have any obligation to indemnify any Seller Indemnified Party pursuant to liability for indemnification under Section 12.4(a8.2(a)(iv) unless and untiluntil the aggregate Losses imposed upon or incurred by the Seller Related Parties exceed $250,000 (and then only for the amount of such Losses that exceed $250,000), and only to the extent that, (A) the aggregate amount Liability of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification 7-Eleven under Section 12.4(a8.2(a)(iv) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% not exceed $2 million. Liability of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De7-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses Eleven under Section 12.4(a8.2(a)(iv) shall count towards the $2 million limitation on liability in no event exceed an amount equal to the Capthis Section 8.2(b)(iv).

Limitations. (a) Notwithstanding any other provision anything to the contrary herein, but subject to the second sentence of this AgreementSection 9.01, (i) the Sellers no Participating Securityholder shall not have be liable for any obligation to indemnify any Buyer Indemnified Party Loss pursuant to Section 12.3(a) 9.02 unless and until (A) the aggregate amount of all such Losses (excluding any individual Losses Loss that is subject to and less than the Per Claim Threshold) incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) Parent Indemnitees exceeds 1.0% of the Purchase Price $7,500,000.00 (the “Threshold AmountDeductible”), and then only to the extent of the amount of such Losses that exceed the Deductible, and (ii) whereupon the Sellers no Participating Securityholder shall be liable for only any individual Loss pursuant to Section 9.02 unless and until the aggregate amount of such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed Loss exceeds $40,000 50,000 (the “De-Minimis AmountPer Claim Threshold”), in each case of clauses (i) and (ii), other than with respect to (x) an Actual Fraud or (y) any breach of any Company Fundamental Representation. (b) Notwithstanding anything to the aggregate liability contrary herein, but subject to the second sentence of Section 9.01, the maximum cumulative obligation of the Sellers Participating Securityholders under this Article IX (other than with respect to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(aany breach of any Company Fundamental Representation) shall in no event exceed 20% of the Purchase Price $7,500,000.00 (the “Cap”)) and without limiting any of the foregoing, in no event shall the aggregate amount of Losses for which a Participating Securityholder is obligated to indemnify the Parent Indemnitees under this Article IX exceed the aggregate Merger Consideration actually received by such Participating Securityholder, in each case, other than with respect to an Actual Fraud. (bc) Notwithstanding any other provision anything to the contrary herein, but subject to the second sentence of this AgreementSection 9.01, (i) the Buyer Parent shall not have be liable for any obligation to indemnify any Seller Indemnified Party Loss pursuant to Section 12.4(a9.03(a) unless and untiluntil the aggregate amount of such Losses (excluding any individual Loss that is subject to and less than the Per Claim Threshold) incurred by the Seller Indemnitees exceeds the Deductible, and then only to the extent that, (A) of the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims that exceed the De-Minimis Amount Deductible, and (ii) the Parent shall not be liable for any individual Loss pursuant to Section 9.03(a) unless and until the aggregate liability amount of such Loss exceeds the Per Claim Threshold, in each case of clauses (i) and (ii), other than with respect to (x) an Actual Fraud or (y) any breach of any Parent Fundamental Representation. (d) Notwithstanding anything to the contrary herein, but subject to the second sentence of Section 9.01, the maximum cumulative obligation of the Buyer to indemnify the Seller Indemnified Parties for Losses Parent under Section 12.4(a9.03(a) (other than with respect to any breach of any Parent Fundamental Representation) shall in no event exceed the Cap, and without limiting any of the foregoing, in no event shall the aggregate amount of Losses for which the Parent is obligated to indemnify the Seller Indemnitees under this Article IX exceed the Base Consideration, in each case, other than with respect to an Actual Fraud. (e) For purposes of calculating the amount equal of any Losses that are the subject matter of a claim for indemnification hereunder and for purposes of determining whether or not a breach of any representation or warranty has occurred, each representation and warranty contained in this Agreement or certificate delivered pursuant to this Agreement shall be read without regard and without giving effect to any qualifiers or exceptions as to “materiality,” “Material Adverse Effect,” “Parent Material Adverse Effect,” or other similar qualifications contained in or applicable to such representations and warranties, other than with respect to Section 4.07(b), the term “Company Material Contract” or the term “Material Government Contract”. (f) Parent will cause the Group Companies to use their respective commercially reasonable efforts (which shall not include any obligation to litigate or participate in any arbitration or similar proceedings) to obtain reimbursement for Losses for which any Parent Indemnitee is seeking indemnification hereunder under (i) each available insurance policy of the Group Companies (other than the R&W Insurance Policy) under which coverage may reasonably be obtained and (ii) the agreements listed in Schedule E to the Capextent that, at the time that the Parent Indemnitee is seeking reimbursement, the applicable agreement provides ongoing and valid recourse against the applicable sellers which are Persons with credit-worthiness sufficient to indemnify the applicable Losses; provided that, for clause (i), the applicable Common Stockholders or their respective Affiliates shall provide reasonable assistance to the extent required to enforce such insurance policies (it being agreed that such assistance shall be limited to responding to requests regarding knowledge such Common Stockholders or Affiliates may have had that would impact Parent’s ability to recovery under such insurance policies); and provided, further, that obtaining such reimbursement shall not be a condition to the Indemnitee receiving indemnification pursuant to this Article IX. The amount of Losses payable under this Article IX by the Indemnitor shall be reduced by any and all amounts actually recovered by the Indemnitee under applicable insurance policies (other than the R&W Insurance Policy) or from any other Person responsible therefor, net of any costs, expenses or premiums (including increases in premiums) 57 incurred by Parent or any Group Company pursuant to the first sentence of this Section 9.04(f). The Parent agrees that the R&W Insurance Policy will expressly exclude any right of subrogation against the Securityholders and their Affiliates under this Agreement, except in the case of Actual Fraud. If the Indemnitee receives any amounts under applicable insurance policies (other than the R&W Insurance Policy) or from any other Person responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made by such Indemnitor in connection with providing such indemnification up to the amount actually received by the Indemnitee, net of any costs, expenses or premiums (including increases in premiums) incurred by such Indemnitee in collecting such amount. For purposes of avoiding double recovery, no Indemnitee will be entitled to indemnification pursuant to this Article VIII with respect to any Loss or alleged Loss to the extent such Loss or alleged Loss was included in the calculation of Cash, Indebtedness, Net Working Capital or Transaction Expenses in calculating the Final Merger Consideration in accordance with Section 1.10, Section 1.11 or Section 1.12.

Limitations. (a) Notwithstanding No Indemnifying Party shall have any liability under Sections 8.02(a)(i) or (b)(i) related to a representation or warranty other provision than a Fundamental Representation in respect of any individual claim involving Losses to any Indemnified Party of less than $100,000 (each, a “De Minimis Claim”), unless such individual claim is directly related to one or more other claims which in the aggregate involve Losses in excess of $100,000, in which case, the Indemnifying Party will have liability for the full amount of such claims (subject to the other limitations contained in this AgreementSection 8.04) and such claims shall not be considered De Minimis Claims. (b) No Buyer Indemnified Party shall be entitled to indemnification pursuant to Section 8.02(a)(i) related to a representation or warranty other than a Fundamental Representation unless the aggregate of all Losses claimed by the Buyer Indemnified Parties pursuant to such section that are not De Minimis Claims exceeds $10,000,000 (the “Claim Deductible”), in which case, subject to Section 8.04(d), Seller shall indemnify the Buyer Indemnified Party only for the Losses in excess of the Claim Deductible. (ic) No Seller Indemnified Party shall be entitled to indemnification pursuant to Section 8.02(b)(i) related to a representation or warranty other than a Fundamental Representation unless the Sellers aggregate of all Losses claimed by the Seller Indemnified Parties pursuant to such section exceeds the Claim Deductible, in which case, subject to Section 8.04(d), Buyer shall indemnify the Seller Indemnified Party only for the Losses in excess of the Claim Deductible. (d) Seller shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a8.02(a)(i) exceeds 1.0% for Losses that exceed, in the aggregate, $150,000,000; provided, however, that such limitation shall not apply to Losses of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties arising from any Fundamental Representation, and Seller’s aggregate liability for Losses under Section 12.3(a) such Losses, together with any other indemnifiable Losses, shall in no event not exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Price. Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a8.02(b)(i) exceeds for Losses that exceed, in the Threshold Amountaggregate, whereupon the Buyer $150,000,000; provided, however, that such limitation shall be liable for only such not apply to Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties arising from any Fundamental Representation, and Buyer’s aggregate liability for Losses under Section 12.4(asuch Losses, together with any other indemnifiable Losses, shall not exceed the Purchase Price. (e) shall in no event exceed an amount equal to the CapNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER BUYER, SELLER NOR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE HEREUNDER TO ANY INDEMNIFIED PARTY FOR ANY (I) PUNITIVE OR EXEMPLARY DAMAGES OR (II) LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES EXCEPT, IN THE CASE OF THIS CLAUSE (II), TO THE EXTENT SUCH LOST PROFITS OR DAMAGES ARE (X) NOT BASED ON ANY SPECIAL CIRCUMSTANCES OF THE PARTY ENTITLED TO INDEMNIFICATION AND (Y) THE NATURAL, PROBABLE AND REASONABLY FORESEEABLE RESULT OF THE EVENT THAT GAVE RISE THERETO OR THE MATTER FOR WHICH INDEMNIFICATION IS SOUGHT HEREUNDER, REGARDLESS OF THE FORM OF ACTION THROUGH WHICH SUCH DAMAGES ARE SOUGHT, EXCEPT IN EACH CASE OF THE FOREGOING CLAUSES (I) AND (II), TO THE EXTENT ANY SUCH LOST PROFITS OR DAMAGES ARE INCLUDED IN ANY ACTION BY A THIRD PARTY AGAINST SUCH INDEMNIFIED PARTY FOR WHICH IT IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

Limitations. (a) Notwithstanding any other provision Except in the event of fraud or willful breach of this Agreement, Agreement by Seller or the Company or with respect to any Loss arising out of (i) Seller Taxes or (ii) any breach of (A) any representation or warranty in Section 3.7 and Section 4.14 or (B) any of the Sellers Fundamental Representations, Seller shall not have any obligation be liable to indemnify any the Buyer Indemnified Party pursuant Parties for any Losses with respect to the matters contained in Section 12.3(a9.2(a) or Section 9.2(b) unless and until the aggregate of all Losses therefrom for which Seller would otherwise be liable exceeds an amount equal to $5,000,000 (the “Deductible”), after which Seller shall be liable only for Losses in excess of the Deductible. (b) Except in the event of fraud or willful breach of this Agreement by Seller or the Company or with respect to any Loss arising out of (i) Seller Taxes or (ii) any breach of (A) any representation or warranty in Section 3.7 and Section 4.14 or (B) any of the aggregate amount of all such individual Losses incurred or sustained by all Fundamental Representations, Seller shall not be liable to the Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under matters contained in Section 12.3(a9.2(a) exceeds 1.0% of the Purchase Price or Section 9.2(b) for any individual Loss (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds $40,000 100,000 (the “DeMini-Minimis AmountBasket”), in which case the entire amount of any such Loss shall be aggregated for purposes of calculating the Deductible in Section 9.4(a) and recoverable (iisubject to Section 9.4(a)), and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 9.4(a). (c) Except in the event of fraud or willful breach of this Agreement by Seller or the Company, Seller’s aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under with respect to the matters contained in Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”9.2(a). , (b) Notwithstanding any or (c) (other provision of than as set forth in the proviso to this Agreement, (iSection 9.4(c)) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.$21,136,000; provided, however, that: (A) with respect to any Loss arising out of (1) Seller Taxes or (2) any breach of (x) any representation or warranty in

Limitations. (aNotwithstanding anything to the contrary in Section 11.2(a) Notwithstanding any other provision of or elsewhere in this Agreement, : (i) the Sellers Indemnitors shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(ano Liability (for indemnification or otherwise) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled matters described in clause (i) or clause (ii) of Section 11.2(a) hereof until the total of all Damages with respect to indemnification under Section 12.3(a) such matters exceeds 1.0% of the Purchase Price Indemnity Amount (the “"Sellers' Threshold Amount”"), and then only for the amount by which such Damages exceeds the Sellers' Threshold Amount, and the aggregate Liability of the Indemnitors to the Buyer's Indemnified Persons in respect of Section 11.2(a)(i)-(iii) whereupon shall not in any event exceed 10% of the Sellers Indemnity Amount (the "Sellers' Indemnification Cap"); and in no event shall any individual Seller be liable for only an amount in excess of (x) such Losses above 0.5% Seller's Pro Rata Share of the Purchase Price and Sellers' Indemnification Cap or (y) the amount of cash or securities such Seller pledged or placed in escrow pursuant to Section 11.2(d) hereof; (ii) none of the Sellers' Threshold Amount, the Sellers' Indemnification Cap, nor the limitations contained in clauses (x) or (y) of Section 11.2(b)(i) hereof shall apply to Damages to be indemnified by a Seller to the extent arising from (x) such Seller's fraud, willful misconduct, bad faith or intentional misrepresentation or (y) any Breach (A) of any representation or warranty set forth in Sections 3.1(a), 3.2(a), 3.3, 3.6, 3.19, 3.20, 3.21, 4.1, 4.2 or 4.3 hereof or the covenant set forth in Section 12 hereof or (B) Losses from by a Seller of any claim covenant or series obligation of related claims exceed $40,000 (such Seller under this Agreement to be performed after the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall Closing; provided, however, in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to be liable under this Section 12.4(a) unless and until, and only to the extent that, (A) the 11 in an aggregate amount in excess of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapSeller's Maximum Exposure.

Limitations. (a) Notwithstanding any other provision of this AgreementArticle IX, but subject to Section 9.4(c) and Section 9.5, (i) the Sellers Seller shall not have any obligation to indemnify any Buyer Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) pursuant to Section 9.2(a) unless and until the aggregate amount of all Losses incurred or sustained by all of the Buyer Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) exceeds $25,000 (the “Mini-Basket”), whereupon the Seller shall be liable for all such Losses relating to such individual claim (including those incurred in reaching the Mini-Basket, but subject to the following clauses (ii), (iii) and (iv) below), (ii) the Seller shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a9.2(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all of the Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a9.2(a) (disregarding, for clarity, any Losses incurred or sustained by the Buyer Indemnified Parties arising from or related to any individual claim or series of one or more claims arising from the same or substantially similar facts or circumstances that do not exceed the Mini-Basket) exceeds 1.0% of the Purchase Price $300,000 (the “Threshold Amount”) ), whereupon the Sellers Seller shall be liable for only all such Losses above 0.5% in excess of the Purchase Price and Threshold Amount (B) Losses from any claim or series of related claims exceed $40,000 subject to the following clauses (the “De-Minimis Amount”iii) and (iiiv)), (iii) the aggregate liability of the Sellers Seller to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a9.2(a) shall in no event exceed 20% of the Purchase Price $4,500,000 (the “Cap”)) and (iv) the aggregate liability of the Seller to indemnify the Buyer Indemnified Parties for Losses under Section 9.2(b) shall in no event exceed $30,000,000. (b) Notwithstanding any other provision of this AgreementArticle IX, but subject to Section 9.4(c) and Section 9.5, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) pursuant to Section 12.4(a9.3(a) unless and until, and only to the extent that, (A) until the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Seller Indemnified Parties would otherwise be entitled to indemnification under Section 9.3(a) exceeds the Mini-Basket, whereupon the Buyer shall be liable for all such Losses (including those incurred in reaching the Threshold Amount, but subject to the following clauses (ii) and (iii)), (ii) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 9.3(a) unless and until the aggregate amount of all Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are would otherwise be entitled to indemnification under Section 12.4(a9.3(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only all such Losses above 0.5% in excess of the Purchase Price Threshold Amount (subject to the following clause (iii)), and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (iiiii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a9.3(b) shall in no event exceed an amount equal to the Cap. (c) For the avoidance of doubt, the Mini-Basket, the Threshold Amount and Cap shall not apply to any Losses resulting from breaches of covenants or Fundamental Representations or intentional fraud.

Limitations. The following provisions of this Section 11.4 shall limit the indemnification obligations hereunder: (a) Notwithstanding The Indemnifying Party shall not be liable for any other provision Indemnified Costs pursuant to this Article XI unless a written claim for indemnification in accordance with Section 11.2 or Section 11.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Houston, Texas time, on or prior to the date that is eighteen (18) months after of this Agreementthe Closing Date; provided, however, that written claims for indemnification (i) the Sellers shall not have for Indemnified Costs arising out of a breach of any obligation to indemnify any Buyer Indemnified Party pursuant to representation or warranty contained in Article III, Section 12.3(a) unless 4.3, Section 5.1, Section 5.2 and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price 5.5 (the “Threshold AmountFundamental Representations”) whereupon the Sellers shall may be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from made at any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) time and (ii) the aggregate liability for Indemnified Costs arising out of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% a breach of the Purchase Price (the “Cap”)any covenant may be made at any time. (b) Notwithstanding any other provision of Except as set forth in this Agreement, an Indemnified Party will not be entitled to any Indemnified Costs with respect to any individual Claim that does not equal or exceed $7,500 (the “Individual Indemnity Threshold”), and all such Claims that equal or exceed the Individual Indemnity Threshold must, collectively, also exceed the Indemnity Deductible, and thereafter, the Indemnified Party shall only be entitled to indemnity for the amount in excess of the Indemnity Deductible, subject to the limitations set forth in this Agreement. Except as set forth below, the maximum aggregate liability of the SN Parties under Section 11.1 shall not exceed the Indemnity Cap. Except as set forth below, the maximum aggregate liability of Buyer under Section 11.1 shall not exceed the Indemnity Cap. (c) The limitations set forth above in this Section 11.4 shall not apply to any claim for indemnification under Section 11.1 with respect to (i) the Assumed Obligations that consist of payments under the Lease or (ii) any breach of (x) the Fundamental Representations or (y) the indemnification obligations set forth in this Article XI. (d) Each Party acknowledges and agrees that, after the Closing Date, except as otherwise set forth in Section 6.4 and Article XII, Buyer’s and the other Buyer shall not have any obligation to indemnify any Indemnified Parties’ and the SN Parties’ and the other Seller Indemnified Party pursuant to Section 12.4(a) unless Parties’ sole and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article XI. (e) For purposes of determining any Losses resulting from a breach of any of the SN Parties’ representations and warranties contained in Article III or Article IV for which the Seller Buyer Indemnified Parties are would be entitled to indemnification under Section 12.4(a) exceeds indemnification, any dollar or materiality qualifications in the Threshold Amount, whereupon the Buyer SN Parties’ representations and warranties shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capdisregarded.

Limitations. (a) Notwithstanding any anything to the contrary herein (other provision than as specifically provided in the following sentence), the aggregate liability of the Sellers under this Agreement, whether a claim is made in tort, contract or otherwise, shall not exceed the Base Purchase Price set forth in Section 1.3(a). The cap in the previous sentence shall not apply to the extent the following two conditions are met: (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) Inventory is damaged; and (ii) the damage was caused by Sellers rather than the supplier (e.g., Sellers is not warranting the Inventory, but only its storing and handling of the Inventory) (b) To the extent a party recovers for any claim under any Ancillary Agreement, such party shall be prohibited from recovering for the same or similar claims under this Agreement. (c) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses Damages under Section 12.3(a7.1(a) shall not exceed US$500,000, and (ii) the Sellers shall not be liable under Section 7.1(a) unless and until the aggregate Damages for which they would otherwise be liable under Section 7.1(a) exceed US $50,000 (at which point the Sellers shall become liable for the amount of Damages under Section 7.1(a), in no event exceed 20% excess of US $50,000); provided that the limitations set forth in this sentence shall not apply to a claim pursuant to Section 7.1(a) relating to a breach of the Purchase Price (the “Cap”)representations and warranties set forth in Sections 2.1 or 2.3. (bd) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses Damages under Section 12.4(a7.2(a) shall not exceed US$ 500,000, and (ii) the Buyer shall not be liable under this Section 7.2(a) unless and until the aggregate Damages for which it would otherwise be liable under Section 7.2(a) exceed US$ 50,000 (at which point the Buyer shall become liable for the aggregate Damages under Section 7.2(a) in no event exceed an amount equal excess of US$ 50,000); provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 7.2(a) relating to a breach of the representations and warranties set forth in Sections 3.1 or 3.2. (e) Notwithstanding anything to the Capcontrary herein, Seller’s liability for a breach of the representation made in Section 2.9(a) shall be limited to the fair market value of the particular Acquired Asset from which the breach results. (f) Except with respect to claims based on fraud, after the Closing Date, the remedies provided in this ARTICLE VII shall be the sole and exclusive remedies of any Party with respect to claims arising out of or relating to this Agreement.

Limitations. (a) Notwithstanding any other provision of this AgreementWith respect to indemnification recovery under Section 10.02(a)(i), (i) the Sellers recovery shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) be permitted unless and until (A) the aggregate amount of all Damages indemnifiable under Section 10.02(a)(i) exceeds an amount equal to fifty percent (50%) of the applicable retention under the R&W Insurance Policy at such individual Losses incurred or sustained by all Buyer Indemnified Parties time (such amount, the “Basket”). For the avoidance of doubt, except in respect of Fraud, the Equityholders’ maximum aggregate Liability with respect to which the Buyer Indemnified Parties would otherwise be entitled indemnification to indemnification Parent under Section 12.3(a10.02(a)(i) exceeds 1.0% of shall be limited to an amount equal to the Purchase Price applicable retention under the R&W Insurance Policy at such time less the Basket (the “Threshold AmountR&W Cap”). Except in respect of Fraud by the Company, Parent and Equityholders agree that any amount owing to the Parent Indemnified Parties pursuant to (i) whereupon the Sellers Section 10.02(a)(i) shall be liable for only such Losses above 0.5% recovered first from the Indemnity Escrow Account, and then, by submission of claims by the Purchase Price and Parent Indemnified Party pursuant to the R&W Insurance Policy (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”if available) and (ii) Section 10.02(a)(ii)-(viii) shall be recovered solely from the Indemnity Escrow Account. The provisions of this Article X will apply even if (x) the R&W Insurance Policy is revoked, cancelled, or modified in any manner after issuance, or (y) Parent makes a claim under the R&W Insurance Policy and such claim is denied by the R&W Insurer. (b) With respect to indemnification by Parent under Section 10.02(b)(i), Parent shall not be liable unless and until the aggregate liability amount of all Damages indemnifiable under Section 10.02(b)(i) exceeds an amount equal to the Sellers Basket. Except in respect of Fraud, ▇▇▇▇▇▇’s maximum aggregate Liability with respect to indemnify indemnification by Parent under Section 10.02(b)(i) shall be limited to $15,000,000. (c) In the Buyer case of any claim under Section 10.02(a)(i) through Section 10.02(a)(viii), the maximum amount that the Parent Indemnified Parties for Losses under Section 12.3(a) may recover from the Equityholders on an aggregate basis shall in no event exceed 20% of the Purchase Price be limited to $15,000,000 (the “Cap”). (b) . Notwithstanding any other provision of this Agreementanything contained herein to the contrary, (i) no Equityholder shall be liable for any fraud committed by any Acquired Company or any of their directors, officers, employees, advisors, agents or representatives in excess of its Equityholder Proceeds, (ii) no Equityholder shall be liable for any fraud committed by any other Equityholder or any other Person, except for any Person that is a Person referenced in the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and untilforegoing clause (i), and only to the extent that, (iii) nothing herein shall limit (A) the aggregate recovery amount of all individual Losses incurred against an Equityholder or sustained by all Seller any other Person, or remedies available to a Parent Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold AmountParty, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and Equityholder’s or other Person’s Fraud or (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capany other Transaction Document.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers The Indemnitor shall not have any obligation be obligated to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the Indemnitee only when the aggregate amount 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 3.13, 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 the aggregate of all such individual Losses incurred Damages exceeds the Threshold Amount. In no event shall the aggregate Liability of Shareholders, or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification aggregate Liability of Purchaser, under Section 12.3(athis Article 12 exceed fifty percent (50%) exceeds 1.0% 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 less shall count towards satisfaction of the Threshold Amount”) whereupon the Sellers , provided, further that related claims shall be liable for only aggregated and count towards such Losses above 0.5% $175,000 amount. Notwithstanding the above, none of the Purchase Price and 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) any Special Representation; (B) Losses from any claim representation or series warranty of related claims exceed $40,000 the Shareholders under Section 3.13 or any indemnification under Section 14.2 (provided that the “De-Minimis Amount”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 (ii) the aggregate liability payment of such amounts by the Indemnitor shall not count toward the calculation of the Sellers to indemnify Maximum Amount or the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% de minimis amount of the Purchase Price (the “Cap”)Indemnitor. (b) Notwithstanding The Indemnitor shall not be liable for Damages in excess of the actual Damages suffered by the Indemnitee as a result of the act, circumstance, or condition for which indemnification is sought. (c) In no event will any Party be liable for any amounts for (i) loss of income, profit or revenue of the other provision Party or any Related Person of such Party, or (ii) incidental, consequential, special, indirect, punitive or exemplary damages suffered by the other Party and its Related Persons arising from or related to this Agreement, even if such Party has been advised of the possibility thereof; unless, in each case, such damages are payable by the other Party to a third party. (id) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties Except with respect to which the Seller Indemnified Parties are entitled 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 indemnification indemnify Purchaser under Section 12.4(a) exceeds 12.1 and determining the Threshold Amountamount of any Damages under this Article 12, whereupon the Buyer shall materiality, Material Adverse Effect or other similar qualifiers contained in any representation, warranty or covenant will be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capdisregarded.

Limitations. (a) Notwithstanding The Buyer Indemnified Parties shall not be entitled to recover from Shareholder any other provision of this Agreement, indemnification (i) for any inaccuracy in or other breach of any representation or warranty in this Agreement (other than an inaccuracy in or other breach of the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party Special Representations) or (ii) pursuant to Section 12.3(a) the Category A Indemnities, unless and until (A) the aggregate total amount of all Damages in respect of such individual Losses incurred inaccuracies or sustained by all Buyer Indemnified Parties with respect other breaches in the case of Section 10.3(a)(i) or pursuant to the Category A Indemnities in case of Section 10.3(a)(ii), exceeds the Threshold Amount in the aggregate, in which event the Buyer Indemnified Parties would otherwise shall be entitled to indemnification under Section 12.3(a) exceeds 1.0% of only to the Purchase Price (extent such Damages exceed the “Threshold Amount”) whereupon Amount in the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate. The aggregate liability of Shareholder for indemnification for the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(amatters described in Sections 10.3(a)(i) and 10.3(a)(ii) shall in no event not exceed 20% of the Purchase Price (the “Cap”)Aggregate Amount. (b) Notwithstanding The Buyer Indemnified Parties shall not be entitled to recover from Shareholder any indemnification for any inaccuracy or other provision breach of this Agreementany representation or warranty in Section 3.17 unless and until the total amount of all Damages in respect of such inaccuracies or other breaches exceeds $100,000 in the aggregate, (i) in which event the Buyer Indemnified Parties shall not have any obligation be entitled to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and indemnification only to the extent thatsuch Damages exceed $100,000 in the aggregate. (c) Notwithstanding anything herein to the contrary, the Buyer Indemnified Parties shall not be entitled to recover from Shareholder any Damages suffered or incurred by them resulting from, arising out of or in connection with any attempt by Buyer or the Company to collect, realize upon or otherwise recover any amounts owed in respect of, or any action by Buyer or the Company to enforce, any Inactive Financing Contract (Aother than any attempt by Buyer or the Company to collect, realize upon or otherwise recover any amounts owed in respect of, or any other action taken by Buyer or the Company to enforce an Inactive Financing Contract that is brought or asserted as a defense, set off or counterclaim to any action or Claim raised or asserted by any other Person). (d) In calculating any amounts payable by any Indemnitor pursuant to Section 10.2 in respect of any Damages incurred by any Indemnified Party, such Indemnitor shall receive credit for (and the aggregate amount of all individual Losses incurred or sustained Damages subject to indemnification pursuant to Section 10.2 shall be reduced by) any insurance proceeds actually received by all Seller any Indemnified Parties with Party in respect thereof (and, if any such insurance proceeds are received after payment by the indemnifying party of such indemnification, the indemnified party shall remit such insurance proceeds to which the Seller indemnifying party up to the amount of such indemnification paid by the Indemnitor). (e) Each Buyer Indemnified Parties are Party entitled to indemnification under for any Damages (i) suffered or incurred by such Person resulting from, arising out of, based on or relating to any inaccuracy or other breach of any Special Representation (except as specifically set forth in Section 12.4(a) exceeds the Threshold Amount10.3(a)(ii)), whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) pursuant to the aggregate liability Category B Indemnities shall be entitled to such indemnification for the full amount of such Damages regardless of the Buyer amount of the Damages. (f) Each Shareholder Indemnified Party entitled to indemnify the Seller Indemnified Parties indemnification for Losses under any Damages pursuant to Section 12.4(a10.2(b) shall in no event exceed an be entitled to such indemnification for the full amount equal to of such Damages regardless of the Capamount of the Damages.

Limitations. (a) Notwithstanding any other provision the provisions of this AgreementArticle 9 or Section 7.5 (but subject to the provisions of Sections 9.6(c) and 9.6(d) relating to the reduction of the Indemnity Escrow Fund and the proportional reduction of the MDP Stockholder’s obligations hereunder, respectively): (i) the Sellers except in respect of Fundamental Representations, no Indemnitee shall not have any obligation be entitled to indemnify any Buyer Indemnified Party indemnification pursuant to Section 12.3(a9.2(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; (Aiii) in no event shall the aggregate amount of all such individual to be paid for Losses and Tax Losses incurred by the Stockholder Indemnitees, on the one hand, or sustained by all Buyer Indemnified Parties with respect to the Parent Indemnitees and Parent Tax Indemnitees, on the other hand, for which the Buyer Indemnified Parties would otherwise be such Indemnitees (including, as applicable any Parent Tax Indemnitee) is entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims this Agreement exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price 125,000,000 (the “Cap”), and, for the avoidance of doubt, in no event shall (i) any Other Stockholder’s liability under this Agreement exceed such Other Stockholder’s interest in its Pro Rata Portion of the Indemnity Escrow Amount multiplied by the Cap, or (ii) the MDP Stockholder’s liability under this Agreement exceed the MDP Stockholder’s Pro Rata Portion multiplied by the Cap; (iv) in no event shall the amount to be paid by the MDP Stockholder in respect of any claim for indemnification under this Agreement exceed their aggregate MDP Stockholder’s Pro Rata Portion of such claim; and (v) in no event shall the aggregate amount to be paid by any Other Stockholder in respect of a claim for indemnification under this Agreement exceed such Other Stockholders’ Pro Rata Portion of such claim. (b) Notwithstanding In no event shall any party hereto be liable for, nor shall the definition of Losses and Tax Loss include (other provision than with respect to 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 foregoing shall include diminution in value), arising out of a breach in this Agreement, even if advised at the time of breach of the possibility of such damages. (c) In no event shall the Stockholders be liable under this Agreement for any Loss or Tax Loss to the 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 such Loss or Tax Loss was otherwise addressed in the Closing Funds Certificate. (d) In no event shall the Stockholders be liable for any Loss (i) that was caused by or results directly from any failure by Parent and its affiliates (including, following the Buyer shall not have any obligation Closing, the Surviving Corporation and its subsidiaries) to indemnify any Seller Indemnified Party pursuant 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 12.4(a) unless and until9.1)). Without limiting the generality of the foregoing, and only 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 Pre-Closing Tax Periods. (e) The amount of any Loss or Tax Loss for which indemnification is provided under this Article 9 shall be reduced to reflect: (i) any amount received by such Indemnitee (or, as applicable, the Surviving Corporation or any of its subsidiaries) with respect thereto under any insurance coverage (other than self insured or other policies to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which any such policy allocates the Seller Indemnified Parties are entitled cost of any recovery to indemnification under Section 12.4(athe Indemnitee or its affiliates (including, as applicable, the Surviving Corporation or any of its subsidiaries)) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses or from any claim or series of related claims exceed the De-Minimis Amount other person alleged to be responsible therefore, and (ii) the aggregate liability of the Buyer associated Tax reductions actually realized with respect to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capsuch Losses.

Limitations. Notwithstanding anything to the contrary provided herein: (a) Notwithstanding The Purchaser shall not make any claim for any Indemnifiable Loss hereunder (x) unless the amount of such claim exceeds US$250,000 or the equivalent thereof in any other provision of this Agreementcurrency, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (By) except to the extent such amount, after taking into account all other Indemnifiable Losses from any claim or series suffered thereby, exceeds US$2,500,000, and then only to the extent of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)such excess. (b) Notwithstanding any other provision of this AgreementSubject to Section 8.4(d) below, (i) the Buyer Purchaser shall not have make any obligation to indemnify claim against any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only for any Indemnifiable Loss to the extent that, (A) the aggregate amount of such Seller’s liability for such claim, together with liability for all individual Losses incurred or sustained by all other claims made against such Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under this Section 12.4(a) exceeds the Threshold Amount8, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event would exceed an amount equal to thirty percent (30%) of the CapPurchase Price received by such Seller. (c) Notwithstanding Section 8.4(b) above, and subject to Section 8.4(d) below, in the event of any breach by any Seller of such Seller’s representations and warranties set forth in Sections 1, 2, 5 or 6 of Schedule B, Purchaser may, with respect to such breach, seek up to one hundred percent (100%) of the Purchase Price received by such Seller, but in any case, the aggregate that Purchaser may seek from any Seller with respect to all claims pursuant to Sections 8.4(b) and (c) may not exceed one hundred percent (100%) of Purchase Price. (d) For good and valuable consideration, the receipt of which CPG hereby acknowledges, CPG hereby agrees (i) to indemnify and hold harmless the Purchaser from and against any and all Indemnifiable Losses suffered by the Purchaser which are proximately caused by any breach or nonperformance of any of the obligations, covenants or agreements made by KBANK or CPG in the KBANK Agreement or which otherwise arise under the KBANK Agreement except those Indemnifiable Losses which are proximately caused by any breach or nonperformance of any of the obligations, covenants or agreements made by the Purchaser in the KBANK Agreement; and (ii) with respect to each of the representations and warranties set forth in Schedule B, the term “Seller” shall be deemed to include KBANK and CPG hereby agrees to bear all liability with respect to any Purchaser claim against KBANK for breach of any such representations and warranties as though KBANK were a party to this Agreement, and shall indemnify and hold harmless the Purchaser from and against any and all Indemnifiable Losses related to any such claim. The Purchaser’s rights pursuant to this Section 8.4 shall be the Purchaser’s exclusive remedy with respect to any claim under this Agreement or the KBANK Agreement. (e) In no event shall any Seller be liable for (i) any punitive damages or exemplary damages or any special, incidental, indirect or consequential damages of any kind or nature, or any diminution in value, regardless of the form of action through which such damages are sought, or (ii) any lost profits of any Person, even if under Applicable Law such lost profits would not be considered consequential or special damages. (f) No breach by any Seller of any representation or warranty herein shall be deemed to be a breach of this Agreement for any purpose hereunder, and the Purchaser shall not have any claim or recourse against such Seller with respect to such breach, if prior to the Closing the Purchaser, or its agents, advisors, employees or representatives, had knowledge of such breach which is reflected in any Company Report or Data Room Documentation. In furtherance of such agreement, pursuant to Section 4.6, copies of all such Company Reports and Data Room Documentation shall be placed in the Deposit Box until the expiration of the Sellers’ indemnity obligations pursuant to this Agreement.

Limitations. (a) Notwithstanding Except with respect to claims based on actual fraud, Article VIII or Article IX and claims of Seller under any other provision of the Mortgage Loan Documents, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or otherwise relating to the transactions that are the subject of this Agreement. Except with respect to claims based on actual fraud, the rights of the Parties under Article VIII shall be the sole and exclusive remedy of the Parties with respect to the subject matter of Article VIII. Except with respect to claims based on actual fraud, the rights of the Parties under Article IX shall be the sole and exclusive remedy of the Parties with respect to the subject matter of Article IX. Without limiting the generality of the foregoing three sentences, in no event shall Buyer, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply: (i) the Sellers aggregate liability of Seller for the sum of all Damages under this Article VI (other than Section 6.1(c)) and Article VIII shall not exceed an amount equal to $16,000,000, and the aggregate liability of Seller for the sum of all Damages under this Article VI (including Section 6.1(c)) and Article VIII shall not exceed an amount equal to the Adjusted Purchase Price (to the extent Seller has actually received such Adjusted Purchase Price from Buyer either upon payment at the Closing or pursuant to the Mortgage Loan Documents thereafter); (ii) no individual claim or series of related claims for indemnification under Sections 6.1(a)(i), 6.2(a)(i) or 8.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $10,000; (iii) Seller shall not be liable under clause (a)(i) of Section 6.1 or Section 8.2(a) unless and until the aggregate Damages under clause (a)(i) of Section 6.1 and Section 8.2(a) exceed $1,500,000 (the "Basket Amount"), and then only to the extent that the aggregate Damages under clause (a)(i) of Section 6.1 and Section 8.2(a) exceed an amount equal to one-half of the Basket Amount (it being understood that Seller shall not be liable, in any event, for the first amount of Damages equal to one-half of the Basket Amount); and (iv) the amount of any Damages for which indemnification is provided under this Article and Articles VIII and IX shall be calculated net of any associated accruals or reserves reflected on the books of the Business as of the Closing Date; provided, however, that the foregoing limitations shall not apply to a claim described in paragraph (b) of Section 6.1 or paragraphs (b) through (e) of Section 6.2. (c) In no event shall Seller be responsible and liable for any Damages or other amounts under this Article VI or under Article VIII that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like, special or punitive or otherwise not actual Damages; provided, however, that Seller shall be liable for any such Damages owed by a Buyer Indemnified Party to any non-Affiliated person. (d) Seller shall not have any obligation right of contribution against the Business with respect to indemnify any breach by Seller of any of its representations, warranties, covenants or agreements. (e) The amount of any Damages for which indemnification is provided under this Article VI or under Article VIII shall be reduced by any related recoveries which the Indemnified Party actually receives under insurance policies or other related payments received or receivable from third parties and any Tax benefits actually received by the Indemnified Party or any of its Affiliates on account of the matter resulting in such Damages or the payment of such Damages. Each Indemnified Party agrees to use commercially reasonable efforts to pursue rights to insurance proceeds with respect to any claims for indemnification made by such Indemnified Party. (f) Buyer hereby agrees that any Damages with respect to any claim for indemnification by Seller or its Affiliates under this Article VI or Articles VIII or IX and any other amounts otherwise owing by Seller or its Affiliates to any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) this Agreement may, at the aggregate amount option of all such individual Losses incurred Seller, be offset against any amounts payable by Buyer to Seller or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party its Affiliates pursuant to Section 12.4(a) unless and until, and only to this Article VI or Articles VIII or IX or under the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.Mortgage Loan Documents

Limitations. (a) Notwithstanding any other provision of Except as otherwise expressly provided in this AgreementSection 7, (i) the Sellers Seller Indemnitors shall not have any obligation to indemnify be liable for any Buyer Indemnified Party Losses pursuant to Section 12.3(a7.1(a)(i)(B) unless and until (A) the aggregate amount of all such individual Buyer Losses incurred or sustained by all Buyer Indemnified Parties with respect arising pursuant to which Section 7.1(a)(i)(B) exceed one percent (1%) of the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% sum of the Total Cash Portion of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis AmountBasket”) and (ii) the aggregate liability of the Sellers Seller Indemnitors for Buyer Losses pursuant to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a7.1(a)(i)(B) shall in no event not exceed 20% ten percent (10%) of the Total Cash Portion of the Purchase Price (the “Cap”). (b. In the event such Buyer Losses pursuant to Section 7.1(a)(i)(B) reach the Basket amount, the amount of Buyer Losses recoverable by Buyer pursuant to Section 7.1(a)(i)(B) shall be computed from an amount equal to one-half the Basket up to the Cap. Notwithstanding any other provision of this Agreement, (i) the aggregate liability of Seller Indemnitors for the Seller’s Warranty Obligations portion of Buyer shall not have any obligation to indemnify any Seller Indemnified Party Losses pursuant to Section 12.4(a7.1(a)(iii) unless and until, and only to the extent that, covenants of Seller in Section 5.6 shall not exceed ten percent (A10%) of the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% Total Cash Portion of the Purchase Price (the “Warranty Cap”). The Basket and the Cap shall be separate from, and shall not otherwise limit, any other amounts recoverable by Buyer pursuant to this Section 7. The Warranty Cap shall be separate from, and shall not otherwise limit, any other amounts recoverable by Buyer pursuant to this Section 7. The foregoing limitations set forth in this Section 7.1(b) shall not apply to those Buyer Losses that arise out of or are related to (Bi) Losses from any claim or series of related claims exceed the De-Minimis Amount and Section 7.1(a)(i)(A), (ii) Section 7.1(a)(ii), (iii) Section 7.1(a)(iv), (iv) any fraud, intentional misrepresentations or intentional breaches by Seller or Shareholder, or (v) matters arising in respect of Sections 4.1.2(e) (sole owner of stock of Seller), 4.1.1 and 4.1.2 (corporate status, authorization and no conflicts), 4.1.12 (title to Business Assets and Owned Real Property), 4.1.6 (tax liabilities), 4.1.22 (employee benefits), 4.1.20 (environmental) and 4.1.24 (fees to brokers). The limitations set forth in this Section 7.1(b) shall also not apply to obligations of Seller to pay to Buyer any amounts pursuant to Section 3.4 or Section 3.6 as a result of any post-closing adjustment. Notwithstanding anything to the aggregate liability contrary set forth in this Agreement, Seller Indemnitors shall not be liable for any consequential damages, including loss of revenue, income or profits, loss in value of assets or securities, punitive, special or indirect damages, relating to any breach of this Agreement. The Buyer Indemnitees shall not be entitled to recover more than once in respect of the same Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapLosses.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers No indemnification shall not have any obligation be payable by Seller or Parent to indemnify any Buyer with respect to an Indemnified Party Claim pursuant to Section 12.3(aParagraph 8.1(a) unless Seller or Parent has received notice thereof by June 30, 1999 (other than with respect to inaccuracies in or a breach of the representations or warranties of Seller in sections 4.1, 4.2, 4.3 or 5.3 hereof (which are herein referred to collectively as the "Excluded Representations") as to which Seller or Parent shall receive notice thereof prior to the expiration of the applicable statute of limitations) and unless and until Buyer's Damages for all Indemnified Claims, other than any Indemnified Claims made under the Excluded Representations, in the aggregate, exceed Fifty Thousand Dollars (A$50,000) (the aggregate amount "Basket Amount"), and at such time that such Buyer's Damages exceed the Basket Amount, Seller shall be liable to Buyer only for the portion of all such individual Losses incurred or sustained by all Buyer Indemnified Parties Buyer's Damages which exceed the Basket Amount, and in no event shall Seller's liability with respect to which all Indemnified Claims, other than any Indemnified Claims made under the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price Excluded Representations (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect as to which the limitations of this Section 8.3 shall not apply), in the aggregate, exceed Eight Hundred Thousand Dollars ($800,000). In addition, the limitations upon the indemnification obligations of Seller Indemnified Parties are entitled and Parent described in this Section 8.3 shall not apply to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% intentional or knowing inaccuracies in or breaches of the Purchase Price representations and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount warranties set forth In Articles IV and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapV hereof.

Limitations. Except for any action or claim based on fraud or intentional or willful misrepresentation, the indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the following limitations: (a) Notwithstanding any other provision of this Agreement, (i) the Sellers The Indemnifying Party shall not have any obligation be liable to indemnify any Buyer the Indemnified Party pursuant to for indemnification under Section 12.3(a8.2(a) unless and or Section 8.3(a), as the case may be, until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with in respect to which the Buyer Indemnified Parties would otherwise be entitled to of indemnification under Section 12.3(a8.2(a) or Section 8.3(a), as the case may be, exceeds 1.0% of the Purchase Price $150,000.00 (the “Threshold AmountDeductible”) whereupon ), in which event the Sellers Indemnifying Party shall only be required to pay or be liable for only such all Losses above 0.5% in excess of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.2(a) or Section 8.3(a), as the case may be, shall not exceed $5,000,000.00 (“Cap”). Notwithstanding anything herein to the contrary, neither the Deductible nor the Cap shall apply to the indemnification rights of the parties hereto for Losses resulting from breach of any other provision of this Agreementthe Fundamental Representations; provided, however, that the aggregate liability of Seller or Purchaser as an Indemnifying Party under Section 8.2(a) or Section 8.3(a), as the case may be, for any and all Losses from breaches of the representations and warranties in Article 4 or Article 5, as the case may be, shall not exceed the Purchase Price. (c) The amount of any Loss subject to indemnification hereunder or of any claim therefor shall be calculated after deducting therefrom (i) the Buyer shall not have any obligation to indemnify any Seller amounts actually recovered by an Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount any enforceable indemnification or right of all individual Losses incurred set-off by or sustained by all Seller Indemnified Parties enforceable indemnification agreement with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the Denon-Minimis Amount and Affiliated third party; (ii) the aggregate liability any insurance proceeds or other cash receipts or sources of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(areimbursement actually received on account of such Loss, in each case net of any collection costs, expenses, deductibles, premiums, and future premium increases incurred in connection therewith; and (iii) shall in no event exceed an amount equal to the Capany Tax benefit actually used and realized as a result of such Loss. The Indemnifying Party will use commercially reasonable efforts to assert such rights set forth in this Section 8.6(c).

Limitations. (a) Notwithstanding any other provision of this AgreementArticle IX, but subject to Section 9.4(c) and Section 9.5, (i) the Sellers Seller shall not have any obligation to indemnify any Buyer Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) pursuant to Section 9.2(a) unless and until the aggregate amount of all Losses incurred or sustained by all Buyer Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 9.2(a) exceeds $25,000 (the “Mini-Basket”), whereupon the Seller shall be liable for all such Losses relating to such individual claim (including those incurred in reaching the Mini-Basket, but subject to the following clauses (ii), (iii) and (iv) below), (ii) the Seller shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a9.2(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a9.2(a) (disregarding, for clarity, any Losses incurred or sustained by the Buyer Indemnified Parties arising from or related to any individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) that do not exceed the Mini-Basket) exceeds 1.0% of the Purchase Price $1,200,000 (the “Threshold Amount”) ), whereupon the Sellers Seller shall be liable for only all such Losses above 0.5% in excess of the Purchase Price and Threshold Amount (B) Losses from any claim or series of related claims exceed $40,000 subject to the following clauses (the “De-Minimis Amount”iii) and (iiiv)), (iii) the aggregate liability of the Sellers Seller to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a9.2(a) shall in no event exceed 20% of the Purchase Price $11,250,000 (the “Cap”)) and (iv) the aggregate liability of the Seller to indemnify the Buyer Indemnified Parties for Losses under Section 9.2 shall in no event exceed the aggregate consideration actually received by the Seller. (b) Notwithstanding any other provision of this AgreementArticle IX, but subject to Section 9.4(c) and Section 9.5, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party for any Losses arising from or related to an individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) pursuant to Section 12.4(a9.3(a) unless and untiluntil the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties arising from or related to such individual claim (or series of one or more claims arising from the same or substantially similar facts or circumstances) with respect to which the Seller Indemnified Parties would otherwise be entitled to indemnification under Section 9.3(a) exceeds the Mini-Basket, and only whereupon the Buyer shall be liable for all such Losses (including those incurred in reaching the Threshold Amount, but subject to the extent thatfollowing clauses (ii) and (iii)), (Aii) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 9.3(a) unless and until the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are would otherwise be entitled to indemnification under Section 12.4(a9.3(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only all such Losses above 0.5% in excess of the Purchase Price Threshold Amount (subject to the following clause (iii)), and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (iiiii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) 9.3 shall in no event exceed an amount equal to the Cap. (c) For the avoidance of doubt, the Mini-Basket, Threshold Amount and Cap shall not apply to any Losses resulting from breaches of covenants or Fundamental Representations or intentional fraud.

Limitations. (a) Notwithstanding Except as provided in the next sentence, no Parent Indemnitee shall be entitled to indemnification for any other provision of this Agreement, Losses arising under (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(aSections 8.2(a)(i) unless and or 8.2(a)(v) until (A) the aggregate amount of all such individual Losses incurred or sustained by under all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification claims of all Parent Indemnitees under Section 12.3(aboth Sections 8.2(a)(i) exceeds 1.0% of the Purchase Price and 8.2(a)(v) shall exceed $500,000 (the “Threshold AmountDeductible”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price ), and then (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and except as provided in clause (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (ibelow) the Buyer full amount of such Losses from the first dollar thereof shall not have any obligation to indemnify any Seller Indemnified Party pursuant to be indemnified or (ii) Section 12.4(a8.2(a)(v) unless and until, and only to the extent that, (A) until the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties under Section 8.2(a)(v) exceeds $200,000 (the “Separate Deductible”) and then only with respect to which Losses that exceed the Seller Indemnified Parties are Separate Deductible. No Parent Indemnitee shall be entitled to indemnification for any Losses arising under Section 12.4(a8.2(a)(vi) exceeds until the Threshold Amountaggregate amount of all Losses under all claims of all Parent Indemnitees under Sections 8.2(a)(vi) shall exceed $100,000 and then only with respect to Losses that exceed such $100,000 amount. All amounts due to Parent Indemnitees related to Losses for a breach of or inaccuracy in the representations and warranties in Sections 3.1, whereupon 3.2, 3.3, 3.4, 3.14 or 3.15(b) shall not be subject to the Buyer provisions of this Section 8.2(c) and shall be liable paid in full without any regard to the Deductible, but shall be subject to the Cap as provided below. No Seller Indemnitee shall be entitled to indemnification for only any Losses arising under Section 8.2(b)(i) until the aggregate amount of all Losses under all claims of all Seller Indemnitees for all such inaccuracies or breaches shall exceed the Deductible, and then the full amount of such Losses above 0.5% of from the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) first dollar thereof shall in no event exceed an amount equal to the Capbe indemnified.

Limitations. (a) Notwithstanding Except with respect to claims based on fraud, the rights of the Indemnified Parties under this Article IV shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. Furthermore, notwithstanding any other provision of this AgreementAgreement to the contrary, (i) such rights may be enforced only by recourse to the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party Securities pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% terms of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price Pledge Agreement and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under as provided in Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”4.2(c). (b) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer Indemnifying Persons for Damages under this Article IV (except for Damages arising out of fraud on the Seller's part, which shall not be limited hereby) shall not exceed the value of the Securities, determined pursuant to indemnify this Article IV, (ii) the individual liability of each Stakeholder for Damages under this Article IV shall not exceed the value of the Securities, determined pursuant to this Article IV, owned beneficially or of record by such Stakeholder and (iii) the Indemnifying Persons shall not be liable under this Article IV (except for Damages relating to Satisfaction Consideration paid prior to November 9, 2001, which shall not be limited by this Section 4.4(b)(iii)) unless and until the Damages arising out of any claim arising out of the same event or series of events or events of a similar nature exceed $5,000 (a "Minor Claim") (it being agreed that such Minor Claims are immaterial in nature and accordingly not subject to indemnification hereunder) and unless and until the aggregate Damages for which they or it would otherwise be liable exceed $100,000 (at which point the Indemnifying Persons shall become liable for the aggregate Damages in excess of $100,000). For purposes solely of this Article IV, all representations and warranties of the Seller Indemnified Parties for Losses under Section 12.4(ain Article II shall be construed as if the term "material" and any reference to "Seller Material Adverse Effect" (and variations thereof) were omitted from such representations and warranties. (c) The liability of the Indemnifying Persons shall be several and not joint and no Stakeholder shall have any liability which exceeds the value of the Securities which such Stakeholder (which is an Indemnifying Person) shall own. Notwithstanding anything in no event exceed an amount equal this Article IV to the Cap.contrary, the rights of the Indemnified Persons hereunder are limited to recourse against the Securities pursuant to the terms of the Pledge Agreement and as provided in Section 4.2(c). 27 32

Limitations. (a) Notwithstanding any other provision Except in the case of this Agreementfraud, intentional misrepresentation or willful breach, no indemnification shall be payable to the Parent Indemnified Parties under Section 7.2(a)(i), (iii) or (iv) and no indemnification shall be payable to the Company Indemnified Parties under Section 7.2(b)(i), (ii) or (iii) unless the aggregate of all applicable Losses for which the Company Indemnifying Parties (including the Principal) or the Parent Indemnifying Parties, as the case may be, would, but for this Section 7.4, be liable exceeds on a cumulative basis $50,000, whereupon the full amount of any such claims commencing with the first dollar shall be recoverable in accordance with the terms hereof and then only to the extent of any such excess. In any event, except in the case of fraud, intentional misrepresentation or willful breach, (x) the Sellers maximum aggregate amount for which the Company Indemnifying Parties shall collectively be liable under Section 7.2(a) shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until exceed an aggregate of $1,100,000; (Ay) the maximum aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to for which the Buyer Indemnified Parent Indemnifying Parties would otherwise shall collectively be entitled to indemnification liable under Section 12.3(a7.2(b) exceeds 1.0% shall not exceed an aggregate of $1,100,000 (except in the Purchase Price case of a failure to make any required payments under Article III hereof); and (z) the “Threshold Amount”) whereupon maximum aggregate amount for which the Sellers Principal shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a7.2(c) shall in no event not exceed 20% an aggregate of the Purchase Price (the “Cap”)$1,100,000. (b) Notwithstanding The amount of any other provision Loss for which indemnification is provided to an Indemnified Party under this Agreement shall be net of this Agreement, any amount (i) the Buyer shall not have any obligation to indemnify any Seller recovered by such Indemnified Party pursuant (after deducting all costs of recovery, including but not limited to Section 12.4(a) unless reasonable attorney’s fees and untilexpenses, and only any increase in premium) from any insurer in respect of such Losses, and such Indemnified Party shall use commercially reasonable efforts to the extent thateffect any such recovery that may be available to it, or (Aii) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties (with respect to which the Seller Indemnified Company Indemnifying Parties are entitled or the Principal) reserved, accrued or expensed on the Closing Balance Sheet with reasonable specificity with respect to indemnification under Section 12.4(athe facts, circumstances or matters giving rise to such Loss. (c) exceeds Notwithstanding anything contained herein to the Threshold Amountcontrary, whereupon the Buyer no Indemnifying Party shall be liable for only lost profits or any punitive, exemplary, consequential or similar damages and under no circumstances shall such Losses above 0.5% of the Purchase Price and damages be considered “Losses” under this Agreement, except for (Bi) Losses from any lost profits or punitive, exemplary, consequential or similar damages actually paid to a third party in a third party claim or series of related claims exceed the De-Minimis Amount by an Indemnified Party and (ii) until the aggregate liability Special Representations Expiration Date, lost profits or consequential or similar damages incurred by Parent or the Surviving Corporation as a result of any infringement claim against Parent or the Surviving Corporation arising out of their use of Intellectual Property owned or licensed by the Company as of the Buyer to indemnify Effective Time or the Seller Indemnified Parties for Losses under Section 12.4(asale or distribution of Company Products. (d) shall in no event exceed an amount equal Notwithstanding anything to the Capcontrary contained herein, with respect to indemnification claims (other than third party claims) pursuant to this Article VII, in the event it is determined either by mutual agreement or by a court of competent jurisdiction that the Indemnified Party is not entitled to indemnification hereunder, the Indemnified Party shall promptly reimburse all reasonable attorney’s fees and expenses incurred by the other party in defense of such claim.

Limitations. (a) Notwithstanding any other provision of this Agreement, The Indemnitor shall be obligated to indemnify the Indemnitee only when the sum of: (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained Identified Environmental Liabilities paid by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price Purchaser and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) Y2K Liabilities paid by Purchaser and (ii) the aggregate liability of all other Losses suffered or incurred by the Sellers Indemnitee as to which a right of indemnification is provided under this Article 14 exceeds One Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold Amount"). After the aggregate of all Losses suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitee shall be obligated to indemnify the Buyer Indemnified Parties Indemnitee for all such Losses in excess of the Threshold Amount. In no event shall - 60 - 71 the aggregate liability of Seller, or the aggregate liability of Purchaser, under this Article 14 exceed Fifty Million Dollars ($50,000,000) (the "Maximum Amount"). Notwithstanding the above, (i) neither of the Threshold Amount nor the Maximum Amount limitations shall apply to the indemnification rights of the parties hereto for Losses under Section 12.3(aresulting from those liabilities described in Sections 14.1(c) and 14.2(c) and the payment of such amounts by the Indemnitor shall in no event exceed 20% not count toward the calculation of the Purchase Price Maximum Amount of the Indemnitor and (ii) the “Cap”)Maximum Amount limitations shall not apply to the indemnification rights of the parties hereto for Losses resulting from those liabilities described in Section 14.1(d) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of Indemnitor. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer The Indemnitor shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% in excess of the Purchase Price and (B) actual Losses from any claim or series of related claims exceed suffered by the De-Minimis Amount and (ii) the aggregate liability Indemnitee as a result of the Buyer to indemnify act, circumstance, or condition for which indemnification is sought net of any insurance proceeds received by the Seller Indemnified Parties Indemnitee or any tax benefits realized by the Indemnitee as a result of the Losses for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capwhich indemnification is claimed.

Limitations. (a) No indemnity shall be payable to the Purchaser Indemnified Parties under Section 10.2(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Newpark, DFI and/or Newpark Texas exceeds $1,500,000 (the “Deductible”), in which event all Losses so due in excess of the Deductible shall be paid in the aggregate by Newpark, D▇▇ ▇▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇; provided, that the aggregate amount payable by Newpark, DFI and Newpark Texas for all claims arising under this Agreement shall not exceed 33% of the Initial Closing Consideration. Notwithstanding any other provision of anything to the contrary contained in this Agreement, neither Newpark, DFI nor Newpark Texas shall be required to indemnify any Purchaser Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation or warranty contained in this Agreement if the Loss (or series of related Losses) from such breach is less than (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) $75,000, if such Loss is incurred before such time as the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which due from Newpark exceeds the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) Deductible, and (ii) $50,000 if such Loss is incurred after such time as the aggregate liability amount of all Losses due from Newpark exceeds the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price Deductible (the “CapMinimum Claim Amount”), nor shall any Losses less than the Minimum Claim Amount be included for purposes of calculating whether the Deductible has been exceeded. The limitations set forth in this Section 10.5(a) shall not apply with respect to (i) any amounts payable under Section 2.4, Section 2.5 or Losses arising under Section 10.2(b), Section 10.2(c), or Section 10.2(d) (except as otherwise indicated in Section 10.2(d) of the Newpark Disclosure Schedule), (ii) any breach of Section 5.12, and/or (iii) any acts of willful misconduct or fraud. (b) No indemnity shall be payable to the Newpark Indemnified Parties under Section 10.3(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Purchaser and Trinity exceeds the Deductible, in which event all Losses so due in excess of the Deductible shall be paid in full by Purchaser and/or Trinity; provided, that the aggregate amount payable by Purchaser and Trinity for all claims arising under this Agreement shall not exceed 33% of the Initial Closing Consideration. Notwithstanding any other provision of anything to the contrary contained in this Agreement, (i) the Buyer neither Purchaser nor Trinity shall not have any obligation be required to indemnify any Seller Newpark Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and any Loss (B) Losses from any claim or series of related claims exceed Losses) incurred by or asserted by reason of any breach of any representation or warranty contained in this Agreement if the De-Minimis Loss (or series of related Losses) from such breach is less than the Minimum Claim Amount, nor shall any Losses less than the Minimum Claim Amount and be included for purposes of calculating whether the Deductible has been exceeded. The limitations set forth in this Section 10.5(b) shall not apply with respect to (i) any amounts payable under Section 2.4, Section 2.5 or Losses arising under Section 10.3(b) or Section 10.3(c), and/or (ii) the aggregate liability any acts of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capwillful misconduct or fraud.

Limitations. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein but subject to Sections 6.5(c) and 6.5(d), (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify Indemnifying Stockholders for Damages under this Article VI shall not exceed the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% amount of the Purchase Price Escrow Fund, and (ii) the Indemnifying Stockholders shall not be liable under this Article VI unless and until (x) any individual Damage incurred by Buyer exceeds exceed $10,000 and (y) the aggregate Damages incurred by Buyer exceeds the sum of $250,000 (the “CapStockholder Deductible Amount”)., at which point the Indemnifying Stockholders shall become liable for the aggregate Damages equal to the Stockholder Deductible Amount plus the Damages in excess of the Stockholder Deductible Amount; (b) Notwithstanding any other provision of this Agreementanything to the contrary herein but subject to Section 6.5(c), (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify for Damages under this Article VI shall not exceed $2,500,000, and (ii) Buyer shall not be liable under this Article VI unless and until (x) any individual Damage incurred by the Seller Indemnified Parties Indemnifying Stockholders exceeds exceed $10,000 and (y) the aggregate Damages incurred by the Indemnifying Stockholders exceeds the sum of $250,000 (the “Buyer Deductible Amount”), at which point the Buyer shall become liable for Losses under Section 12.4(a) shall in no event exceed an amount the aggregate Damages equal to the CapBuyer Deductible Amount plus the Damages in excess of the Buyer Deductible Amount; (c) The limitations set forth in clauses (a)(ii) and (b)(ii) above shall not apply to (A) a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.13, 2.18 or 2.23 (or the portion of the Company Certificate relating thereto) or to a breach of the covenants set forth in Section 4.7, (B) a claim pursuant to Section 6.2 relating to a breach of the representations and warranties set forth in Sections 3.1, 3.2, or 3.3 (or the portion of the Buyer Certificate relating thereto) or (C) a claim with respect to Excess Transaction Expenses. For purposes solely of this Article VI, all representations and warranties of the Company in Article II and all representations and warranties of the Buyer and the Transitory Subsidiary in Article III shall be construed as if the term “material” and any reference to “Company Material Adverse Effect” and “Buyer Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (d) The Indemnifying Stockholders shall have no liability for Damages arising from or based upon the facts alleged in the Record Label Litigation. (e) The Escrow Fund shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under this Article VI. Any Damages that are satisfied out of the Escrow Fund shall be satisfied by the delivery of the Escrow Shares to Buyer in accordance with this Article VI and the Escrow Agreement. (f) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties under this Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (g) No Indemnifying Stockholder shall have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (h) The amount of Damages recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by (i) any proceeds received by such Indemnified Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from an insurance carrier, and each Indemnified Party shall be required to submit all matters underlying an indemnity claim to all applicable insurance carriers prior to making a claim pursuant to this Article VI and (ii) the amount of any tax savings actually realized by such Indemnified Party or an Affiliate which are attributable to the Damages to which such indemnity claim relates (net of any increased tax liability which may result from the receipt of the indemnity payment or any insurance proceeds relating to such Damages.

Limitations. (a) Notwithstanding In no event shall Sellers be liable for any other provision of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party Damages pursuant to Section 12.3(a11.02(a)(i), Section 11.02(a)(iv) or Section 11.02(a)(v) (other than inaccuracies or breaches of the Fundamental Representations) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to Damages exceeds Five Hundred Thousand Dollars ($500,000), in which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the case Sellers shall be liable only for only such Losses above 0.5% Damages in excess of Five Hundred Thousand Dollars ($500,000). There shall be no threshold amount for Sellers’ liability with respect to Damages relating to inaccuracies or breaches of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) Fundamental Representations. In no event shall the aggregate liability of Sellers for Damages (other than inaccuracies or breaches of the Sellers Fundamental Representations) pursuant to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a11.02(a)(i), Section 11.02(a)(iv) shall in no event or Section 11.02(a)(v) exceed 20% twenty-five percent (25%) of the Purchase Price (Price. There shall be no maximum amount for Sellers’ liability with respect to Damages relating to inaccuracies or breaches of the “Cap”)Fundamental Representations. (b) Notwithstanding In no event shall Buyer be liable for any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party Damages pursuant to Section 12.4(a11.02(b)(i) or Section 11.02(b)(iv) unless and until, and only to the extent that, (A) until the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to such Damages exceeds Five Hundred Thousand Dollars ($500,000), in which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the case Buyer shall be liable only for only such Losses above 0.5% Damages in excess of the Purchase Price and Five Hundred Thousand Dollars (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) $500,000). In no event shall the aggregate liability of Sellers for Buyer pursuant to Section 11.02(b)(i) or Section 11.02(b)(iv) exceed twenty-five percent (25%) of the Buyer to indemnify the Seller Indemnified Parties for Losses Purchase Price. (c) The amount of any Damages under Section 12.4(a11.02(a) or Section 11.02(b) shall in no event exceed be reduced by the amount of any insurance proceeds paid to and actually received by the Indemnified Party relating to such claim. To the extent the Indemnified Party actually receives any Tax benefits as a result of the Liability that gave rise to any indemnity under Section 11.02(a) or Section 11.02(b), the Indemnified Party shall reimburse the Indemnifying Party for an amount equal to such Tax benefit but only when, and to the Capextent, the Indemnified Party actually receives such Tax benefit.

Limitations. (a) The aggregate liability of the Seller under this Section 8 shall not exceed the cash amount equal to the Purchase Price and the aggregate liability of any Member under this Section 8 shall not exceed the cash amount equal to the Purchase Price multiplied by the ratio that such Member's interest in the Seller bears to all outstanding interests in the Seller as of the date hereof. Notwithstanding any other provision of this AgreementAgreement but subject to the limitations set forth in this Section 8.4, (i) the Sellers Seller Parties shall not have any obligation be liable to indemnify any the Buyer Indemnified Party pursuant Parties under this Section 8 regarding any Losses until the aggregate Losses exceed $15,000 (the "Threshold"); provided, however, that when the aggregate amount of all Losses reaches the Threshold, the Seller Parties shall thereafter be liable in full regarding all such Losses in excess of the amount of the Threshold, and (ii) the Buyer and Parent shall not be liable to the Seller Indemnified Parties under this Section 12.3(a) unless and 8 regarding any Losses until (A) the aggregate Losses exceed the Threshold; provided, however, that when the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which reaches the Threshold, the Buyer Indemnified Parties would otherwise and the Parent shall thereafter be entitled to indemnification under Section 12.3(a) exceeds 1.0% liable in full regarding all such Losses in excess of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% amount of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)Threshold. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.

Limitations. (a) Notwithstanding any other provision anything to the contrary contained herein, Purchaser will not assert a claim against Parent under this Article 7 until the total of this Agreement, (i) the Sellers shall not have any obligation to indemnify any Buyer all Section 7.1 Indemnified Party pursuant to Section 12.3(a) unless and until (A) Claims exceeds in the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price $1,000,000 (the “Threshold "Base Amount”) whereupon the Sellers "), at which time all Section 7.1 Indemnified Claims in excess of such Base Amount may be claimed in full and, if indemnifiable under this Article 7, shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall indemnified in no event exceed 20% of the Purchase Price (the “Cap”)full. (b) Notwithstanding any other provision anything to the contrary contained herein, Parent will not assert a claim against Purchaser under this Article 7 until the total of all Section 7.2 Indemnified Claims exceeds the Base Amount, at which time all Section 7.2 Indemnified Claims in excess of such Base Amount may be claimed in full and, if indemnifiable under this AgreementArticle 7, shall be indemnified in full. -57- 63 (ic) All Section 7.1 or Section 7.2 Indemnified Claims shall be satisfied by delivery from the Buyer shall not have any obligation indemnifying to indemnify any Seller the indemnified party of a number of shares of Purchaser Common Stock having a value equal to the amount of the Section 7.1 or Section 7.2 Indemnified Party Claims, based on the market price of Purchaser Common Stock as of the date the indemnified party paid the amount(s) giving rise to the Section 7.1 Indemnified Claim or Section 7.2 Indemnified Claim. (d) Any indemnification claims of Purchaser or Parent pursuant to Section 12.4(a4.1 hereof shall not be subject to any of the terms or limitations described in this Article 7. (e) unless The satisfaction of all Section 7.1 Indemnified Claims and until, and only Section 7.2 Indemnified Claims shall be deemed to constitute adjustments to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained consideration paid by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal Purchaser pursuant to the CapMerger.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers and Sosnoff shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a13.4(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a13.4(a) exceeds 1.0% of the Purchase Price $1,100,000 (the “Threshold Deductible Amount”) ), whereupon the Sellers and Sosnoff shall be liable for only such Losses above 0.5% of exceeding the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Deductible Amount”) and , (ii) the aggregate liability of the Sellers and Sosnoff to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a13.4(a) shall in no event exceed 20% of the Purchase Price $14,000,000 (the “Cap”)) and (iii) the aggregate liability of the Sellers and Sosnoff to indemnify the Buyer Indemnified Parties for Losses under Sections 13.2, 13.3 and 13.4 (other than any Losses arising as a result of any breach or default in performance of any covenant or obligation by such Person) shall in no event exceed the aggregate net after tax proceeds received by such Person under this Agreement and Sections 8.4(a) and 8.4(b) of the Second Amended and Restated Operating Agreement. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a13.5(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a13.5(a) exceeds the Threshold Deductible Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of exceeding the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Deductible Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a13.5(a) shall in no event exceed an amount equal to the Cap.

Limitations. (a1) Notwithstanding any other provision of this Agreement, (i) the Sellers No indemnification shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) be payable unless and until (A) the aggregate amount of all such individual the corresponding Net Loss is greater than EUR 15,000. A series of Losses incurred having the same cause or sustained by all Buyer Indemnified Parties with respect origin will be deemed to which constitute one single Loss for purpose of determining whether the Buyer Indemnified Parties would otherwise be entitled above amount has been exceeded. Such limitation shall not apply to indemnification relating to (a) Laikko case referred to in Section 7.4(a) above, (b) FingerChip referred to in Section 7.4(b) above, (c) storage tanks referred to in Section 7.4(c) above, (d) loans referred to in Section 7.4(d) above, (e) absence of Debt referred to in Section 7.4(e) above (f) Cadence licenses referred to in Section 7.4(f) above, and (g) breach of representations made under Section 12.3(a7.1(i) exceeds 1.0% (Tax matters). (2) No indemnification shall be payable unless and until the aggregate amount of Net Losses of claims giving rise to indemnification in favor of the Purchase Price party claiming indemnification exceeds EUR 1,000,000 as threshold (the “Threshold AmountThreshold”). If the aggregate amount of Net Losses of claims giving rise to indemnification exceeds the Threshold, the entire amount of Net Losses of such claims, including the Threshold, shall give right to indemnification. Such limitation shall not apply to indemnification relating to (a) whereupon the Sellers shall be liable for only such Losses Laikko case referred to in Section 7.4 (a) above, (b) FingerChip referred to in Section 7.4 (b) above, (c) storage tanks referred to in Section 7.4(c) above, (d) loans referred to in Section 7.4(d) above, (e) absence of Debt referred to in Section 7.4(e) above, (f) Cadence licenses referred to in Section 7.4(f) above 0.5% of the Purchase Price and (Bg) Losses from any claim or series breach of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses representations made under Section 12.3(a7.1(i) (Tax matters). (3) The total aggregate amount of Net Losses of claims giving rise to indemnification due by either party to the other Party shall in no event not exceed 20% of the Purchase Price EUR 20,000,000 (the “Cap”). Such limitation shall not apply to indemnification relating to (a) Laikko case referred to in Section 7.4 (a) above, (b) FingerChip referred to in Section 7.4 (b) above, (c) storage tanks referred to in Section 7.4(c) above, (d) loans referred to in Section 7.4(d) above, (e) absence of Debt referred to in Section 7.4(e) above, (f) Cadence licenses referred to in Section 7.4(f) above and (g) breach of representations made under Section 7.1(i) (Tax matters) and none of such indemnities shall be taken into account to determine whether this maximum amount has been reached with respect to any other matters. (b4) Notwithstanding Any claim for indemnification under this Article must be made in writing no more than twenty-one (21) months as from the date of the Closing, failing which the right to make any other provision of this Agreementsuch claim is hereby waived, except that (i) the Buyer shall not have any obligation right to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with make a Claim in respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and matters set forth in Article 7.1.i) (BTax Matters) Losses from shall survive until the expiration of the last day of the period ending thirty (30) days following the end of the statute of limitations (la durée de la prescription légale) applicable to any claim or series of related claims exceed the De-Minimis Amount Loss for Taxes, and (ii) the aggregate liability right to make a Claim in respect of the Buyer to indemnify ownership of the Shares by the Seller must be made in writing no more than five (5) years as from the date of the Closing. If at any time prior to the relevant expiration date specified above, a Claim Notice is delivered in accordance with the terms of this Agreement, the corresponding claim shall survive until such time as it is fully and finally resolved. (5) A tax assessment resulting in a mere transfer of charge from a fiscal year to another or not resulting in a final charge shall not be taken into account for the calculation of the indemnification, it being understood that, in such case, the resulting financing costs, late interests and penalties, if any, shall be taken into account. (6) Any amount owing to an Indemnified Parties Party under this Article 7.5 shall be paid in Euros. (7) The Purchaser shall retain its right to have the Company indemnified or, as the case may be, to benefit from a repayment of a portion of the Purchase Price pursuant to the provisions of this Article 7.5, notwithstanding any sale, transfer or other disposition of all or a part of the Shares after the date hereof, as if it had at all times retained ownership of all the Shares. (8) The fact that the Purchaser has conducted a due diligence investigation and that certain information about the Company has been disclosed to the Purchaser prior to the Closing shall not preclude its right to indemnification for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Caphereunder.

Limitations. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein (except as provided in Section 9.10), (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers Indemnifying Stockholders to indemnify the Buyer Indemnified Parties for Losses Damages under Section 12.3(a) this Article VI shall in no event exceed 20% be limited to the Escrow Shares held pursuant to the Escrow Agreement and the amounts recoverable pursuant to the set-off provisions of the Purchase Price Buyer Notes, (ii) the “Cap”)Indemnifying Stockholders shall be liable to the Buyer under this Article VI only (A) for Damages which exceed $15,000 in any one instance and (B) for that portion of the aggregate Damages which exceeds $250,000, and (iii) the Buyer shall recover any Damages to which it is entitled under this Article VI only as follows: it shall recover a portion of such Damages pursuant to the Escrow Agreement equal to the result obtained by dividing (x) $12.5 million minus the Buyer Note Amount by (y) $12.5 million and a portion of such Damages pursuant to the hold-back provisions of the Buyer Notes equal to the result obtained by dividing (x) the Buyer Note Amount by (y) $12.5 million, and the amount of Damages to be held back under the Buyer Notes shall be held back under all of the Buyer Notes, pro rata based upon the principal amount of each Buyer Note. (b) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties Indemnifying Stockholders for Losses Damages under Section 12.4(athis Article VI shall be limited to $1,250,000 and (ii) the Buyer shall in no event exceed an amount equal be liable to the CapIndemnifying Stockholders under this Article VI only (A) for Damages which exceed $15,000 in any one instance and (B) for that portion of the aggregate Damages which exceeds $250,000.

Limitations. Notwithstanding anything to the contrary in this Agreement, the obligations and liabilities of Sellers and Buyer under this Article XI shall be subject to the following limitations: (a) Notwithstanding any other provision The obligations of this Agreement, (i) the Sellers shall not have any obligation to indemnify any and Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to for indemnification under Section 12.3(aSections 11.02(a)(i)(A) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability Section 11.02(b)(i)(A), respectively, shall terminate on expiration of the applicable survival periods described in Section 11.01, except for matters as to which any Indemnified Party has made a claim for indemnity or given written notice of a possible claim for indemnity on or prior to such date, which shall survive the expiration of such period until such claim is finally resolved in accordance with the terms of this Agreement and any obligations with respect thereto are fully satisfied. (b) Sellers shall not be liable to indemnify the Buyer Indemnified Parties for Losses any Loss under Section 12.3(a11.02(a)(i)(A) shall unless the aggregate amount for which Sellers would otherwise (but for this Section 11.03(b)) be liable on account thereof exceeds in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the aggregate $50,000. Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses any Loss under Section 12.4(a11.02(b)(i)(A) unless the aggregate amount for which Buyer would otherwise (but for this Section 11.03(b)) be liable on account thereof exceeds in the aggregate $50,000. If and when such Losses do exceed this amount, the indemnifying party shall in no event exceed indemnify the Indemnified Parties fully for the entire amount of all such Losses, including the portion below $50,000. (c) Sellers shall only be liable for indemnification under Sections 11.02(a)(i)(A) up to an aggregate amount equal to the CapPurchase Price.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers No Indemnifying Party shall not have any obligation to indemnify any Buyer Indemnified Party against any Losses pursuant to Section 12.3(a8.2(a)(i) (other than with respect to inaccuracies in or breaches of an Indemnifying Party’s Fundamental Representations) unless and until (Ai) any such Losses arising out of a single set of (or series of related) facts and circumstances exceeds $50,000, and (ii) the aggregate amount of all such individual Losses incurred or sustained by all Buyer of the Indemnified Parties with respect to which a License exceeds the Buyer amount that is one percent (1%) of the amount set forth in the “Purchase Price Allocation” column on Schedule A in respect of such License, and, in the case of either clause (i) or clause (ii), such Indemnifying Party shall only be liable to the Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% for Losses in excess of the Purchase Price (the “Threshold Amount”) whereupon the Sellers each such threshold. The aggregate amount of all Losses for which an Indemnifying Party shall be liable for only such Losses above 0.5% pursuant to Section 8.2(a)(i) (other than with respect to inaccuracies in or breaches of an Indemnifying Party’s Fundamental Representations) with respect to a License shall not exceed the amount that is ten percent (10%) of the amount set forth in the “Purchase Price and (B) Losses from any claim or series Allocation” column on Schedule A in respect of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) such License. In no event shall the aggregate liability of either the Sellers to indemnify Comcast Parties or the Buyer Indemnified T-Mobile Parties for any Losses under pursuant to Section 12.3(a8.2(a) shall in no event exceed 20% the aggregate amount paid to the Comcast Parties hereunder with respect to the specific Licenses that are the subject of the Purchase Price (the “Cap”)breaches that gives rise to such Losses. (b) For all purposes of this Article 8, including whether or not any inaccuracy in or breach of any representation or warranty has occurred and the amount of Losses resulting from, relating to or arising out of any such inaccuracy or breach, any materiality, material adverse effect or other similar qualification contained in or otherwise applicable to such representation or warranty shall be disregarded. (c) Notwithstanding any other provision provisions of this AgreementAgreement (but without limiting Section 8.6), in no event shall any Party be liable for any Losses under this Article 8 that are exemplary or punitive, 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 actually paid to third parties pursuant to a final judicial order. (d) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses indemnifiable under this Article 8 upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Losses (it being understood that reasonable costs incurred in furtherance thereof shall, subject to the terms, conditions and limitations herein, constitute indemnifiable Losses to the extent such costs mitigate such Losses). 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 Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% (net of the Purchase Price and (B) Losses from any claim increases in premiums or series of related claims exceed the De-Minimis Amount other costs attributable thereto); and (ii) any indemnification or reimbursement payments actually received by the aggregate liability Indemnified Party from third parties (other than insurers) with respect to such Losses (net of any costs attributable thereto). (e) Each Party acknowledges and agrees that the Buyer Licenses are unique and that, prior to indemnify each Closing, remedies at law, including monetary damages, will be inadequate in the Seller Indemnified Parties for Losses event of a breach by it in the performance of its obligations under Section 12.4(a) shall in no event exceed an amount equal this Agreement with respect to the CapLicenses subject to such Closing. Accordingly, each Party agrees that in the event of any such breach, the other Party shall be entitled to a decree of specific performance pursuant to which such Party is ordered to affirmatively carry out its pre-Closing and Closing obligations under this Agreement with respect to such Licenses, subject to the conditions of this Agreement. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by either Party, and each Party expressly reserves any and all rights and remedies available to it at law or in equity in the event of any breach or default by the other Party under this Agreement.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement or any other provision of this Ancillary Agreement, : (i) the Sellers no Buyer or Seller Indemnified Person shall not have any obligation be entitled to indemnify assert a claim under this Section 11 for or in respect of any Buyer or Seller Events of Indemnification or any Losses associated therewith to the extent such Losses are recovered by that Buyer or Seller Indemnified Party pursuant to Section 12.3(a) unless and until Person under any policy of insurance then in effect: (A) to the extent such Losses are recovered by that Buyer or Seller Indemnified Person under any policy of insurance then in effect; or (B) until such time as the aggregate amount of all such individual Losses that have been incurred or sustained by all Buyer or Seller Indemnified Parties Persons, collectively, on account of all Buyer or Seller Events of Indemnification has exceeded $25,000 (the “Basket”), and then only to the extent of the Losses in excess of the Basket; or (C) in excess of $5,000,000 in the aggregate with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only all such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price collectively (the “Cap”). (bD) Notwithstanding notwithstanding paragraphs (B) and (C) above, the Cap shall not apply to any other provision of Losses incurred by a Buyer Indemnified Party arising from or relating to (i) any Excluded Liability, (ii) a failure by Sellers to pay any Taxes due and required to be paid by Sellers in accordance with this Agreement, (iiii) the Buyer shall not have any obligation to indemnify claim for a breach by Sellers’ of any Seller Indemnified Party pursuant to of its or their representations and warranties in Section 12.4(a) unless and until, and only to the extent that6(l), (Aiv) any shortages in the aggregate amount of all individual Losses incurred Till Cash or sustained by all Seller Indemnified Parties with respect inventory to which be in the Seller Indemnified Parties are entitled to indemnification under Section 12.4(aStores at Closing, or (v) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and Sellers’ fraud. (ii) the aggregate liability provisions of this Section 11 shall be the Buyer to indemnify the Seller Indemnified Parties relevant Parties’ sole and exclusive remedy for Losses under Section 12.4(a) shall a breach or default by any other Party of any of its respective representations, warranties, covenants or agreements set forth in no event exceed an amount equal to the Capthis Agreement or any Ancillary Agreement.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) Notwithstanding anything herein to the contrary, the Sellers shall and LaBa▇▇▇ ▇▇▇ll not have any obligation to indemnify any the Buyer Indemnified Party pursuant with respect to Section 12.3(athe breach of the representations or warranties of the Sellers and LaBa▇▇▇ ▇▇▇tained in ss.3(B)(f)-(i), ss.3(B)(k)-(q) unless and until 3(B)(s)-(aa) of this Agreement (other than a knowing breach): (A) until the aggregate amount Buyer has suffered Adverse Consequences by reason of all such individual Losses incurred or sustained breaches in excess of an aggregate deductible equal to the sum of $50,000 plus the amount (if any) by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) LLC's Net Worth reflected on the Closing Balance Sheet exceeds 1.0% of the Purchase Price $1,325,000 (the “Threshold Amount”) whereupon after which point the Sellers shall and LaBa▇▇▇ ▇▇▇l be liable for obligated only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(afrom and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a $1 million aggregate ceiling (after which point the Sellers and LaBa▇▇▇ ▇▇▇l have no obligation to indemnify the Buyer from and against further such Adverse Consequences); and Clayco's maximum aggregate obligation to indemnify Buyer shall in no event not exceed 2010% of such Adverse Consequences (not more than $100,000 in the Purchase Price aggregate) and LaBa▇▇▇ ▇▇▇ LaBa▇▇▇ ▇▇▇eless' maximum obligation to indemnify Buyer shall not exceed 90% of such Adverse Consequences (not more than $900,000 in the “Cap”aggregate). (bii) Notwithstanding any other provision of this Agreementanything herein to the contrary, (i) the Buyer shall not have any obligation to indemnify the Sellers or LaBa▇▇▇ ▇▇▇h respect to a breach of any Seller Indemnified Party pursuant representation or warranty of the Buyer in ss.4(c) or (f) of this Agreement (other than a knowing breach): (A) until Sellers and LaBa▇▇▇ ▇▇▇e suffered Adverse Consequences by reason of all such breaches in excess of $50,000 (after which point Buyer will be obligated only to Section 12.4(aindemnify the Sellers and LaBa▇▇▇ ▇▇▇m and against further such Adverse Consequences) unless and until, and only or thereafter (B) to the extent that, (A) the aggregate amount Adverse Consequences the Sellers and LaBa▇▇▇ ▇▇▇e suffered by reason of all individual Losses incurred or sustained by all Seller Indemnified Parties such breaches exceeds a $1 million aggregate ceiling (after which point the Buyer will have no obligation to indemnify the Sellers and LaBa▇▇▇ ▇▇▇m and against further such Adverse Consequences). (iii) With respect to claims for indemnification with respect to matters for which there is a limited survival period, such claim must be brought within the Seller Indemnified Parties are entitled survival period and the indemnification shall extend to indemnification under Section 12.4(a) exceeds the Threshold Amountall Adverse Consequences arising out of such claim, whereupon the Buyer shall be liable for only whether it arises before or after such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capsurvival date.

Limitations. (a) Notwithstanding Except as set forth in this Section 8.5(a), despite any other provision of in this AgreementArticle VIII, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise indemnification under Section 8.1(a)(i) Parent will be entitled to indemnification under Section 12.3(athereunder only: (i) exceeds 1.0% of if the Purchase Price aggregate Parent Indemnifiable Amounts exceed $1,000,000 (the “Parent Threshold Amount”) whereupon ), in which event Parent will be entitled to indemnification, but only to the Sellers shall be liable for only such Losses above 0.5% of extent that the Purchase Price and (B) Losses from any claim or series of related claims aggregate Parent Indemnifiable Amounts exceed $40,000 (the “De-Minimis Parent Threshold Amount”) ; and (ii) to the extent that the aggregate liability Parent Indemnifiable Amounts do not exceed the Escrow Amount. The limitations of this Section 8.5(a) do not apply to, and any calculation of the Sellers Parent Threshold Amount as it relates to indemnify other Parent Indemnifiable Amounts will not include, Parent Indemnifiable Amounts arising out of (i) fraud, willful breach, or intentional misrepresentation by Company or the Buyer Indemnified Parties for Losses under holders of Company Shares; or (ii) any breaches of representations and warranties in Section 12.3(a3.1.2 (Capital Structure), Section 3.1.3 (Authority), and Section 3.1.18 (Taxes); and (iii) shall in no event exceed 20% of the Purchase Price Sections 8.1(a)(ii), (the “Cap”iii), (iv) and (v). (b) Notwithstanding Except as set forth in this Section 8.5(b), despite any other provision in this Article VIII, with respect to indemnification under Section 8.1(b)(i) the holders of this Agreement, Company Shares will be entitled to indemnification thereunder only: (i) if the Buyer shall not have any obligation aggregate Stockholder Indemnifiable Amounts exceed $1,000,000 (the “Stockholder Threshold Amount”), in which event the holders of Company Shares will be entitled to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and untilindemnification, and but only to the extent that, (A) that the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which Stockholder Indemnifiable Amounts exceed the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Stockholder Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount ; and (ii) to the extent that the aggregate liability Stockholder Indemnifiable Amounts do not exceed $21,000,000.00. The limitations of this Section 8.5(b) do not apply to, and any calculation of the Buyer Stockholder Threshold Amount as it relates to indemnify the Seller Indemnified Parties for Losses under other Stockholder Indemnifiable Amounts will not include, Stockholder Indemnifiable Amounts arising out of (i) fraud, willful breach, or intentional misrepresentation by Parent or Acquisition Sub; (ii) any breaches of representations and warranties in Section 12.4(a3.2.2 (Authority); and (iii) shall in no event exceed an amount equal to the CapSection 8.1(b)(ii).

Limitations. (a) Notwithstanding any The aggregate Liability of Novartis for all Claims of Purchaser Indemnitees under Clause 15.1(a) (other provision than those based upon, resulting from, arising out of this Agreement, or relating to Clause 12.1(j)) shall be limited to [***] (ib) the Sellers Novartis shall not have be liable for any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(aClaim of Purchaser Indemnitees under Clause 15.1(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with in respect to which the Buyer Indemnified Parties would otherwise be entitled to of indemnification under Section 12.3(aClause 15.1(a) (other than those based upon, resulting from, arising out of or relating to the Specified Representations) exceeds 1.0% of the Purchase Price [***] (the “Seller Indemnification Threshold”), and only the Losses in excess of the Seller Indemnification Threshold Amount”shall be recoverable hereunder. (c) whereupon the Sellers The aggregate Liability of Purchaser for all Claims of Seller Indemnitees under Clause 15.2(a) shall be limited to [***]. (d) Purchaser shall not be liable for only such Losses above 0.5% any Claim of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses Seller Indemnitees under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”Clause 15.2(a). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) until the aggregate amount of all individual Losses incurred in respect of indemnification under Clause 15.2(a) exceeds [***] (the “Purchaser Indemnification Threshold”), and only the Losses in excess of the Purchaser Indemnification Threshold shall be recoverable hereunder. (e) In no event shall Purchaser or sustained by all Seller Indemnified Parties Novartis be liable in connection with this Agreement or the transactions contemplated hereby for any Losses that are punitive, incidental, consequential, special or indirect, including breaches of the confidentiality provisions in Clause 17. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.omitted portions

Limitations. (a) Notwithstanding With respect to claims for Damages arising under Section 8.01(a) or Section 8.01(b), the Seller shall not be liable for any other provision such Damages until the aggregate amount of all such Damages exceeds $1,500,000 (at which point the Seller shall become liable for all Damages under Section 8.01(b) only to the extent they exceed $1,500,000); provided that the limitation set forth in this Agreement, sentence shall not apply to (i) claims based on fraud or intentional misrepresentation or (ii) any claim pursuant to Section 8.01(a) or Section 8.01(b) relating to a breach of any of the Fundamental Representations; provided further that the Seller shall not be liable for any individual claim (or series of related claims) for Damages arising under Section 8.01(a) or Section 8.01(b) for a breach of any Fundamental Representation that is qualified by reference to materiality or Company Material Adverse Effect unless it is (or they are) for an amount in excess of $25,000 (at which point the Sellers shall become liable for all Damages from the first dollar). (b) Except for claims based on fraud or intentional misrepresentation and claims for breaches of Fundamental Representations, the Escrow Agreement, together with the Buyer’s rights of set off under Section 8.04(g), shall be the exclusive means for the Buyer to collect any Damages for which it is entitled to indemnification under Sections 8.01(a) and 8.01(b) from the Seller. The Buyer shall not attempt to collect any Damages for any claims pursuant to this Article VIII directly from the Seller, including by exercising its rights of set off under Section 8.04(g), unless there are insufficient unclaimed Escrow Funds remaining to satisfy such Damages pursuant to the Escrow Agreement. (c) Except for claims based on fraud and claims with respect to Article X, the aggregate Liability of the Seller for Damages under this Article VIII shall not exceed the Aggregate Consideration; provided that aggregate Liability of the Seller for Damages under Section 8.01(b) with respect to the breach of the representations and warranties set forth in Section 3.12 shall not exceed $45,000,000. (d) The Seller shall not have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements. (e) The rights to indemnification set forth in this Article VIII shall not be affected by (i) any investigation conducted by or on behalf of any Buyer Indemnified Party or any knowledge acquired (or capable of being acquired) by any Buyer Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, or (ii) any waiver by the Buyer of any closing condition relating to indemnify the accuracy of representations and warranties or the performance of or compliance with agreements and covenants. (f) Notwithstanding anything to the contrary in this Agreement, for purposes of determining (i) whether there has been a breach of or inaccuracy in any representation or warranty set forth in Article II, Article III or the Company Certificate and (ii) the amount of Damages for which any Buyer Indemnified Party may be entitled to indemnification under this Article VIII, each such representation or warranty (other than the representations and warranties set forth in clause (a) of Section 3.06 and in Section 3.28) shall be deemed to have been made without any qualifications or limitations as to materiality (including any qualifications or limitations made by reference to a Company Material Adverse Effect). (g) The Buyer shall have the right, but not the obligation, to set off, in whole or in part, against any obligation or payment it owes to any Seller, amounts owed or claimed in good faith to be owed by such Seller to any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred this Agreement or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall other agreement delivered in no event exceed 20% of the Purchase Price (the “Cap”)connection herewith. (bh) Notwithstanding anything contained herein to the contrary, when calculating the amount of any other provision of this Agreement, (i) the Damages incurred or suffered by a Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall there will be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed deducted an amount equal to the Capamount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually recovered (net of costs of collection and any resulting premium increases) in the year in which the Damage in question occurred or the immediately following calendar year by Buyer or any of its subsidiaries with respect to such Damages. (i) If and solely to the extent required by applicable Law, the Buyer shall use such efforts as required by applicable Law to mitigate Damages in connection with any claim for indemnification under this Article VIII. (j) Except with respect to claims based on fraud or intentional misrepresentation and claims with respect to Article IX or for specific performance and except as set forth in Section 1.07, after the Closing, the rights of the Buyer under this Article VIII shall be the exclusive remedy of the Buyer with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company or the Seller contained in this Agreement. (k) Any payments made to a party pursuant to this Article VIII or pursuant to the Escrow Agreement shall (i) be treated as an adjustment to the Aggregate Consideration for Tax purposes and (ii) shall be reported as such by the parties hereto on their Tax Returns, in each case to the greatest extent permitted by Law.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers The Indemnitor shall not have any obligation be obligated to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the Indemnitee only when the aggregate amount of all such individual Losses suffered or incurred or sustained by all Buyer Indemnified Parties with respect the Indemnitee as to which the Buyer Indemnified Parties would otherwise be entitled to a right of indemnification is provided under Section 12.3(a12.1(a) or 12.2(a) exceeds 1.0% of the Purchase Price Twenty-Five Thousand Dollars ($25,000.00) (the “Threshold Amount”) whereupon ). After the Sellers aggregate of all Losses suffered or incurred by the Indemnitee exceeds the Threshold Amount, the Indemnitor shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers obligated to indemnify the Buyer Indemnified Parties for Indemnitee only to the extent the aggregate of all such Losses under Section 12.3(a) shall in exceeds the Threshold Amount. In no event shall the aggregate Liability of Seller or Company, or the aggregate Liability of Purchaser, under this Article 12 exceed 20% of the Final Purchase Price (the “CapMaximum Amount”). Notwithstanding the above, neither the Threshold Amount nor the Maximum Amount limitations shall apply to the indemnification rights of the parties hereto for Losses resulting from (i) those Liabilities arising pursuant to breaches of breaches of representations and warranties of Seller or Company in Sections 3.1, 3.2, 3.4, 3.6, 3.9(b), 3.12, 3.17, and 3.18, and any other representations and warranties of Seller or Company in Article 3 as to title of the Shares or the Business Assets, and (ii) those Liabilities described in Sections 12.1(b), 12.1(c), 12.1(d), 12.2(b), and 12.2(c) and the payment of such amounts by the Indemnitor shall not count toward the calculation of the Maximum Amount of the Indemnitor. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer The Indemnitor shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% in excess of the Purchase Price and (B) actual Losses from any claim or series of related claims exceed suffered by the De-Minimis Amount and (ii) the aggregate liability Indemnitee as a result of the Buyer to indemnify the Seller Indemnified Parties act, circumstance, or condition for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capwhich indemnification is sought.

Limitations. (a) Notwithstanding Except as provided in Section 6.3(e), after the Closing, the Participating Holders shall not be liable to indemnify any Indemnified Party for money damages pursuant to Section 6.2 in an aggregate amount in excess of the Escrow Amount, no Participating Holder shall be liable to indemnify any Indemnified Party for money damages pursuant to Section 6.2 in an aggregate amount in excess of such Participating Holder’s pro rata share of the Escrow Amount, and the Escrow Amount shall be the sole and exclusive remedy for any Losses for which the Indemnified Parties are entitled to be indemnified pursuant to Section 6.2. No indemnification claim under Section 6.2(a) may be made against the Escrow Amount for any individual claim for Losses of less than $20,000 (the “Threshold”), nor until the aggregate dollar amount of Losses for all claims that individually equal or exceed the Threshold equal or exceed $1,000,000 (the “Basket”), after which Parent shall be indemnified for all Losses in excess of $500,000, up to an aggregate amount equal to the Escrow Amount; provided that the limitations set forth in this sentence shall not apply to a claim relating to the capitalization set forth in Allocation Certificate or a breach of the representations and warranties set forth in Sections 2.1 (first and second sentences thereof only), 2.2 or 2.24. For purposes of this Article VI, all representations and warranties of the Company in Article II (other than Sections 2.9(u) and 2.34) shall be construed as if the terms “material” and “in all material respects” (and variations thereof) and any reference to “Company Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties. (b) No indemnification shall be payable to an Indemnified Party with respect to claims asserted by such Indemnified Party pursuant to Section 6.2 after 5:00 P.M. Eastern time on the 18-month anniversary of the Closing Date, except that, in all cases, with respect to any claim of which any Indemnified Party shall have provided written notice to the Stockholder Representative in accordance with the terms of this Agreement prior to such termination. (c) There shall be no liability of the Participating Holders or with respect to the foregoing indemnification obligations under any provision of this Agreement for any punitive damages (except punitive damages payable to a third party). The amount of Losses recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party, with respect to the Losses to which such indemnity claim relates, from an insurance carrier; provided that Parent is not obligated for any retroactive premium under the applicable insurance policy. An Indemnified Party shall use commercially reasonable efforts to pursue insurance claims to which it may be entitled in connection with any Losses it incurs, provided that Parent shall not be required to pursue any litigation or similar remedy against any insurance carrier. (d) Any liability for indemnification under Section 6.2 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. The Indemnified Parties shall use commercially reasonable efforts to mitigate Losses for which indemnification may be claimed by them pursuant to this Agreement to the extent required to do so by applicable Law. (e) Notwithstanding anything to the contrary in this Article VI, the limitations set forth in this Article VI shall not apply with respect to (i) fraud, intentional misrepresentation or willful breach or misconduct, or (ii) any equitable remedy, including a preliminary or permanent injunction or specific performance. (f) Except as set forth in Section 6.3(e), Parent, Merger Sub, Merger LLC and the Indemnified Parties agree that, after the Closing, the sole and exclusive remedy for money damages for any matters relating to this Agreement, the Escrow Agreement and any certificate or instrument delivered pursuant hereto shall be the rights to indemnification set forth in this Article VI. (g) Notwithstanding anything to the contrary herein, (i) the Sellers aggregate liability of Parent and its Affiliates for breach of any representation or warranty set forth in Article III hereof or in any certificate delivered pursuant to this Agreement shall not have exceed $33.0 million and (ii) neither Parent nor any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers its Affiliates shall be liable for only such any individual claim for Losses above 0.5% until the aggregate dollar amount of Losses for all claims in excess of the Purchase Price and (B) Losses from any claim or series of related claims Threshold exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this AgreementBasket, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to after which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer Parent shall be liable for only such Losses above 0.5% in excess of $500,000; provided, however, that the Purchase Price and (B) Losses from any claim or series of related claims exceed limitations set forth herein shall not apply with respect to the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties Parent for Losses any claims arising under Section 12.4(a10(b) shall in no event exceed an amount equal to under the CapExchange Act and any rules and regulations promulgated thereunder.

Limitations. tc "7.4 Limitations" \l 2 (a) Notwithstanding any Subject to Sections 7.4(b) and 7.4(c), and notwithstanding anything to the contrary contained in this Agreement other provision than Sections 7.4(b) and 7.4(c), a party (for purposes of this AgreementSection 7.4, (ithe Shareholders shall be deemed to be one and the same party) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(athis Article VII is not entitled to indemnification until the aggregate indemnifiable Losses for which it is otherwise entitled to indemnification hereunder shall equal or exceed U.S. $100,000 (the "Threshold Amount"). If and when the sum of all indemnifiable Losses of a party hereunder equals or exceeds the Threshold Amount, then such party may request indemnification for all indemnifiable Losses in excess of the Threshold Amount. To the extent covered by insurance, any indemnifiable Loss will be deemed reduced by the amount of insurance proceeds actually received by the Indemnified Party and its Affiliates in respect of such Loss; provided, however, that in no event shall this sentence be deemed to require any Indemnified Party to maintain any level of insurance. Subject to Sections 7.4(b) exceeds 1.0% of and 7.4(c), in no event shall the Shareholders' collective Liability under this Article VII exceed the Purchase Price in the aggregate (the “Threshold Amount”"Maximum Liability"). Except as set forth in Sections 7.4(b) whereupon the Sellers shall be liable and 7.4(c), all rights and remedies under this Article VII for only such Losses above 0.5% of the Purchase Price Indemnified Parties, including all rights to indemnification, and (B) Losses from any claim or series of related claims exceed $40,000 all Liabilities and obligations under this Article VII for Indemnifying Parties, terminate on September 30, 2000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”"Time Limit"). (b) Notwithstanding Exempt Claims (solely to the extent of such claims) shall not be subject to the Threshold Amount or (with respect to claims against the Shareholders) the Maximum Liability limitations set forth in Section 7.4(a) above. In addition, no Exempt Claim shall not be subject to the Time Limit; provided, however, all rights and remedies under this Article VII for Indemnified Parties, including all rights to indemnification, and all Liabilities and obligations under this Article VII for Indemnifying Parties, for an Exempt Claim shall terminate as of the expiration of all applicable statute of limitations (including any other provision of this Agreement, extension or waiver with respect thereto) for the underlying Liability to which such Exempt Claim relates. (c) The term "Exempt Claims" shall mean (i) claims by the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(aPurchaser or the Shareholders (as appropriate) unless and untilunder this Article VII for breaches, and only to the extent thator failures of performance, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price terms of Article I, Section 2.1, Section 2.23, Section 3.3, Section 4.3, Section 4.5 and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount Section 4.6, and (ii) claims by the aggregate liability of Purchaser for indemnification under this Article VII in connection with the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapIdentified Litigation or Impact Option Liability.

Limitations. (a) Notwithstanding any other provision of anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (A) except with respect to breaches of the Seller Fundamental Representations, (i) the Sellers Seller shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties be liable with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification claims under Section 12.3(a4.1(a) exceeds 1.0% only if the aggregate Damages related to such claims, considered together, exceed one percent (1%) of the Adjusted Purchase Price (the “Threshold "Deductible Amount”") whereupon the Sellers and, in such event, indemnification shall be made by the Seller for all such aggregate Damages above $250,000 (with the Buyer responsible for the first $250,000) and (ii) the Seller shall not be liable for only with respect to (and the Buyer shall be responsible for) any claims under Section 4.1(a) if the aggregate Damages related to such Losses above 0.5% of claims, considered together, are equal to or less than the Purchase Price Deductible Amount, and (B) Losses from any claim or series except with respect to breaches of the Buyer Fundamental Representations, the Buyer shall be liable with respect to claims under Section 4.2(a) only if the aggregate Damages related claims to such claims, considered together, exceed the Deductible Amount and, in such event, indemnification shall be made by the Buyer for all such aggregate Damages above $40,000 250,000 (with the “De-Minimis Amount”Seller responsible for the first $250,000) and (ii) the Buyer shall not be liable with respect to (and the Seller shall be responsible for) any claims under Section 4.2(a) if the aggregate Damages related to such claims, considered together, are equal to or less than the Deductible Amount; and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties Seller for Losses indemnification claims under Section 12.3(a4.1(a) (other than indemnification claims with respect to breaches of the Seller Fundamental Representations) shall in no event not exceed 20% an amount equal to ten percent (10%) percent of the Adjusted Purchase Price (the “"Cap”). (b") Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses indemnification claims under Section 12.4(a4.2(a) (other than indemnification claims with respect to breaches of the Buyer Fundamental Representations) shall not exceed the Cap; (iii) the Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price or Adjusted Purchase Price has been adjusted to reflect such matter pursuant to Section 1.4 or Section 7.11, and the Buyer's sole remedy for claims relating to (a) any asset or liability within the categories included within the Final Closing Statement shall be as provided in no event exceed Section 1.4 and (b) any item on the Reconciliation Schedule shall be as provided in Section 7.11; and (iv) the amount of any Damages for which a Party is entitled to indemnification as provided under this ARTICLE IV shall be calculated net of any accruals, reserves or provisions therefor reflected in the Final Closing Statement. (b) Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages for which indemnification is provided to it under this ARTICLE IV, provided that the reasonable out-of-pocket costs incurred by an Indemnified Party in minimizing such Damages may be claimed as indemnifiable Damages under this ARTICLE IV. (c) The amount of Damages recoverable by an Indemnified Party under this ARTICLE IV with respect to an indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any other Person or entity and (ii) the amount of any Tax benefit realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Damages to which such indemnity claim relates. If an Indemnified Party (or an Affiliate) receives any insurance payment or Tax benefit in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment or Tax benefit, an amount equal to the Capexcess of (A) the amount previously received by the Indemnified Party under this ARTICLE IV with respect to such claim plus the amount of the insurance payments and Tax benefits received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this ARTICLE IV. (d) The Parties agree that where one and the same facts qualifies under more than one provision entitling the Buyer or the Seller to a claim or remedy under this Agreement, there shall be only one claim or remedy. (e) In no event shall any Indemnified Party be entitled to indemnification pursuant to this ARTICLE IV to the extent any Damages were attributable to such Indemnified Party's own willful misconduct or fraud. (f) To the extent the Seller makes any payment pursuant to this ARTICLE IV in respect of Damages for which the Buyer or any of its Affiliates have a right to recover against a third party (including an insurance carrier), the Seller shall be subrogated to the right of the Buyer or any of its Affiliates to seek and obtain recovery from such third party. The Buyer or its Affiliates shall duly execute upon request of the Seller all instruments reasonably necessary to evidence and perfect the subrogation rights set forth in this subsection (f), and otherwise cooperate in the prosecution of such claims. (g) Except with respect to (i) claims for equitable relief, including specific performance, made with respect to breaches of any covenant or agreement contained in this Agreement and (ii) claims for fraud, the rights of the Indemnified Parties under this ARTICLE IV and under ARTICLE V shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims covered by Section 4.1, Section 4.2, or ARTICLE V or otherwise relating to the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (h) Notwithstanding anything herein to the contrary, in no event shall the Buyer be entitled to the release of any Escrow Amount as satisfaction of a claim by the Buyer made pursuant to Section 4.1.

Limitations. (a) Notwithstanding any other provision of anything to the contrary contained in this Agreement, the following limitations shall apply to indemnification claims under this Agreement: (i) no individual claim (or series of related claims) for indemnification under Sections 6.1(a) or 6.2(a) shall be valid and assertable unless it is (or they are) for an amount in excess of $10,000; (A) except with respect to breaches of the Sellers Seller Fundamental Representations, the Seller shall not have be liable with respect to claims under Section 6.1(a) for only that portion of the aggregate Damages related to such claims (excluding any obligation claims disallowed under Section 6.5(a)(i)), considered together, which exceeds $250,000 and (B) except with respect to indemnify breaches of the Buyer Fundamental Representations, the Buyer shall be liable with respect to claims under Section 6.2(a) for only that portion of the aggregate Damages related to such claims (excluding any Buyer Indemnified Party pursuant to claims disallowed under Section 12.3(a6.5(a)(i)), considered together, which exceeds $250,000; (iii) unless and until (A) the aggregate amount liability of all such individual Losses incurred or sustained by all Buyer Indemnified Parties the Seller for indemnification claims under Section 6.1(a) (other than indemnification claims with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% breaches of the Purchase Price Seller Fundamental Representations) shall not exceed an amount equal to twenty-five percent (the “Threshold Amount”25%) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses indemnification claims under Section 12.4(a6.2(a) (other than indemnification claims with respect to breaches of the Buyer Fundamental Representations) shall in no event not exceed an amount equal to twenty-five percent (25%) of the CapPurchase Price; and (iv) with respect to breaches of the Seller Fundamental Representations, the aggregate liability of the Seller for indemnification claims under Section 6.1(a) shall not exceed the Purchase Price. (b) Each Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts (including by pursuing all legal rights and remedies available) in order to mitigate and minimize the Damages for which indemnification is contemplated by this ARTICLE VI, including pursuing commercially reasonable insurance claims with respect to any Damages or pursuing in a commercially reasonable manner any indemnification obligations of third parties with respect to any Damages that are or may be the subject of an indemnification claim hereunder. (c) The amount of Damages recoverable by an Indemnified Party under this ARTICLE VI with respect to an indemnity claim shall be reduced by the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Damages to which such indemnity claim relates, from an insurance carrier or any other Person. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Damages for which it has already received an indemnification payment from the Indemnifying Party, it shall pay to the Indemnifying Party, within thirty (30) days of receiving such insurance payment, an amount equal to the excess of (A) the amount previously received by the Indemnified Party under this ARTICLE VI with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Damages with respect to such claim which the Indemnified Party has become entitled to receive under this ARTICLE VI. (d) The representations and warranties of the Parties, and the right of any Indemnified Party with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of such Indemnified Party (including by any of its Representatives) or by reason of the fact that such Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of such Indemnified Party’s waiver of any condition set forth in ARTICLE V, as the case may be. (e) The Parties agree that where one and the same set of facts qualifies under more than one provision entitling the Buyer or the Seller to a claim or remedy under this Agreement, there shall be only one claim or remedy.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers The Seller Parties shall not have any obligation be liable to indemnify any the Buyer Indemnified Party pursuant Parties for any Losses with respect to the matters contained in Section 12.3(a7.2(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by therefrom exceeds an amount equal to $20,000,000 (the “Deductible”), and then only for Losses in excess of the Deductible. (ii) Buyer shall not be liable to the Seller Indemnified Parties for any Losses with respect to the matters contained in Section 7.3(a) unless the aggregate of all Losses therefrom exceeds an amount equal to the Deductible, and then only for Losses in excess of the Deductible. (i) The Seller Parties shall not be liable to the Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under matters contained in Section 12.3(a7.2(a) exceeds 1.0% of the Purchase Price for any individual Loss (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds $40,000 150,000 dollars (the “DeMini-Minimis AmountBasket”), and any such individual Losses (or series of related Losses arising from a common set of facts) and not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a)(i). (ii) Buyer shall not be liable to the Seller Indemnified Parties with respect to the matters contained in Section 7.3(a) for any individual Loss (or series of related Losses arising from a common set of facts), unless such individual Loss (or series of related Losses arising from a common set of facts) exceeds the Mini-Basket, and any such individual Losses (or series of related Losses arising from a common set of facts) not in excess of the Mini-Basket will not be aggregated for purposes of calculating the Deductible in Section 7.4(a)(ii). (c) In no event shall the Seller Parties’ aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under with respect to the matters contained in Section 12.3(a7.2(a) shall in no event exceed 20% of the Purchase Price $300,000,000 (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer . In no event shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the Buyer’s aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses with respect to matters contained in Section 7.3(a) exceed the Cap. Table of Contents (d) Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under Section 12.4(aany provision of this Agreement for any amount to the extent such person or its Affiliate has actually been indemnified or reimbursed for such amount under any other provision of this Agreement or any Ancillary Agreement. (e) shall Notwithstanding anything herein to the contrary, in no event exceed shall an amount equal Indemnifying Party be liable under this Article VII for any indirect, incidental, exemplary, punitive, special or consequential damages, other than any such damages for which an Indemnified Party is found liable to a third party through the final resolution of a Third Party Claim. (f) Notwithstanding anything to the Capcontrary contained herein, the Seller Parties shall not be liable for any Losses to the extent such Losses would not have arisen but for any winding up, a change in the operation of the Companies by Buyer or its Affiliates after the date hereof, reorganization or change in ownership of any member of Buyer’s group after the date hereof. (g) Notwithstanding anything to the contrary contained herein, with respect to any Losses relating to a breach of the representations and warranties in Section 3.15, the Seller Parties shall not be liable for any Losses to the extent arising out of any voluntary sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration, subsurface excavation (or any modification of operations that results in sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration or subsurface excavation) after the Closing, except for (i) repair and maintenance activities conducted in the ordinary course of business after the Closing, or (ii) any sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration, subsurface excavation (or any modification of operations that results in sampling, site investigation, plant closure, decommissioning, change in use, plant reconfiguration or subsurface excavation) undertaken after the Closing (A) by or on behalf of Seller Parties, the W▇▇▇▇ Transferee or the Linden Transferee at the W▇▇▇▇ Property or the Linden Property; (B) by or on behalf of Buyer pursuant to its obligations under any consent decree, consent order or other settlement agreement (or any binding agreement, if entered into by the Companies prior to the Closing Date) with any Governmental Authority or under the Transition Services Agreement with respect to the Linden Property; (C) to respond to an imminent and substantial endangerment to the environment or human health; or (D) in specific response to an inquiry, request, claim or demand by a Governmental Authority. (h) Notwithstanding anything herein to the contrary, the limitations set forth in Sections 7.4(a), (b) and (c) shall not apply to (i) indemnification for Taxes, which is governed exclusively, subject to Section 5.5(d), by Section 5.5(a) and (ii) any claim for indemnification arising out of, any breach of any Fundamental Representations and Warranties or any failure of any such Fundamental Representation (other than those expressly given as of a date specified therein) to be true and correct as of and as if made on the Closing Date. (i) Notwithstanding anything herein to the contrary, in no event shall Seller Parties’ aggregate liability under this Agreement, excluding any liability for Taxes, which is governed exclusively, subject to Section 5.5(d), by Section 5.5(a), exceed the Purchase Price (as it may be adjusted pursuant to Section 2.4).

Limitations. Except to the extent any special, consequential, indirect, multiple, punitive or other similar damages (aincluding diminution in value, lost profits, lost revenues, business interruptions or loss of business opportunity or reputation) are paid in respect of Third Party Claims, any liability under this Section 5.14 shall be limited to direct Damages and shall not include such other damages. Any Indemnitee seeking indemnification under this Section 5.14 shall use commercially reasonable efforts to mitigate any Damages which form the basis of an indemnification claim hereunder. Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to cumulative indemnification obligations of Torch under clause (i) of Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a5.14(a) shall in no event exceed 20% of the Purchase Price exceed, in aggregate, three billion dollars ($3,000,000,000) (the “Overall Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability cumulative indemnification obligations of the Buyer to indemnify the Seller Indemnified Parties for Losses United under clause (i) of Section 12.4(a5.14(b) shall in no event exceed an amount equal exceed, in aggregate, the Overall Cap, (iii) with respect to any Damages as a result of or relating to the CapSpecified Matter, United shall bear (and indemnify the Torch Indemnitees for) Damages up to, in aggregate, ten million dollars ($10,000,000) (the “Specified Deductible”), and Torch shall have no obligation to indemnify the United Indemnitees from or in respect of any Damages as a result of or relating to the Specified Matter unless and until the aggregate amount of such Damages for which indemnification would otherwise be available under this Section 5.14 exceeds the Specified Deductible, in which event Torch shall be required to indemnify the United Indemnitees for, and only for, Damages in excess of the Specified Deductible (subject to the other provisions of this Section 5.14).

Limitations. (a) Notwithstanding any other provision anything to the contrary in Section 9.2, except for Losses in respect of this Agreementthe Excepted Matters or resulting from fraud or intentional misrepresentation, (i) the Sellers shall not have any no obligation to indemnify any Buyer Indemnified Party pursuant to for Losses under Section 12.3(a9.2(a): (i) unless and until (A) the aggregate amount of all such individual the Losses incurred or sustained suffered by all Buyer Indemnified Parties with exceeds on a cumulative basis an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket”), in which event the Sellers shall (subject to the following sub-clause (ii)) be liable for the full amount of such Losses, including the amount initially excluded hereunder, or (ii) in an amount exceeding Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate. (b) Notwithstanding anything to the contrary in Section 9.2, except for Losses resulting from fraud or intentional misrepresentation, the Sellers shall have no obligation to indemnify any Buyer Indemnified Party for Losses in respect to which of (i) any misrepresentation or breach of any representation or warranty set forth in Section 4.10, (A) unless the aggregate amount of the Losses suffered by Buyer Indemnified Parties would otherwise under this Agreement exceeds on a cumulative basis an amount equal to the Basket, in which event the Sellers shall (subject to the following sub-clause (B)) be entitled to indemnification under liable for the full amount of such Losses, including the amount initially excluded hereunder, or (B) in an amount exceeding Seven Million Dollars ($7,000,000) in the aggregate; and (ii) Section 12.3(a9.2(c) exceeds 1.0% unless the aggregate amount of the Purchase Price (Losses suffered by Buyer Indemnified Parties under this Agreement exceeds on a cumulative basis an amount equal to the “Threshold Amount”) whereupon Basket, in which event the Sellers shall be liable for only the full amount of such Losses above 0.5% of Losses, including the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (amount initially excluded in the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)Basket. (bc) All claims for indemnification against the Sellers first shall be satisfied out of amounts included in the Escrow Amount, and next from cancellation of Restricted Shares that have not been delivered to the Sellers in accordance the following sentence and, thereafter, by the Sellers jointly and severally, in cash. If the amount of aggregate Losses hereunder shall exceed the Escrow Amount, Buyer shall satisfy any unpaid indemnification claim against the Sellers by cancelling a number of Restricted Shares (to the extent such Restricted Shares have not already been delivered to the Sellers in accordance with Section 2.7) equal to the aggregate dollar amount of the unpaid indemnification claim divided by an amount equal to the last reported sales price of one share of Holdings’ Common Stock on the Nasdaq Global Select Market on the date immediately preceding the date such Restricted Shares are cancelled. The Sellers acknowledge and agree that Buyer’s exercise of its rights under the Escrow Agreement and cancellation of Restricted Shares in accordance with the preceding sentence shall not limit any Buyer Indemnified Party’s right to recover any amounts owed to it that exceed the Escrow Amount and the value of the undelivered Restricted Shares that are cancelled. (d) Notwithstanding any other provision anything to the contrary contained in Section 9.3, except for Losses in respect of this Agreementthe Excepted Matters or resulting from fraud or intentional misrepresentation, (i) the Buyer shall not have any no obligation to indemnify any Seller Indemnified Party for Losses under Section 9.3(a): (i) unless the aggregate amount of the Losses suffered by the Seller Indemnified Parties exceeds on a cumulative basis an amount equal to Two Hundred Fifty Thousand Dollars ($250,000), in which event Buyer shall (subject to the following sub-clause (ii)) be liable for the full amount of such Losses, including the amount initially excluded hereunder, or (ii) in an amount exceeding Four Million Five Hundred Thousand Dollars ($4,500,000) in the aggregate. (e) For purposes of determining whether there has been any inaccuracy or breach of any representation or warranty and the amount of any Loss that is the subject matter of a claim for indemnification under this ARTICLE IX, each representation and warranty contained in this Agreement shall be read without regard and without giving effect to any materiality, Material Adverse Change or other similar qualification contained in such representation or warranty. (f) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person for (i) any punitive damages of such other Person (provided that such limitation shall not apply to circumstances involving fraud or the willful misrepresentation or willful breach of any representation or warranty hereunder) and (ii) any Losses that are included in the calculation of Net Working Capital as finally determined pursuant to Section 12.4(aARTICLE III. (g) unless and untilThe amount of any Losses payable by the Sellers shall be net of (i) amounts actually recovered under applicable insurance policies from any other third party with indemnification or contribution obligations (all such amounts, “Third Party Payments”), and only (ii) any actual Tax savings realized by the Buyer Indemnified Parties resulting from or arising from the incurrence or payment of any such Losses, after taking into account all the other tax benefit items available to the extent thatBuyer Indemnified Parties. If (i) any Buyer Indemnified Party receives any Third Party Payments subsequent to an indemnification payment by the Sellers in respect of the Claim giving rise to the Third Party Payments and (ii) such Third Party Payments, together with the indemnification payments made by the Sellers to the Buyer Indemnified Parties, in respect of such Claim exceed the amount of Losses suffered by the Buyer Indemnified Parties in respect of such Claim, then such Buyer Indemnified Party shall promptly reimburse the Sellers’ Representative (for further distribution to the Sellers in accordance with their Pro Rata Percentages) for any payment made by the Sellers to any Buyer Indemnified Person in connection with providing such indemnification payment up to the lesser of (x) the Third Party Payment actually received by such Buyer Indemnified Party, (Ay) the aggregate amount paid by the Sellers to such Buyer Indemnified Party in respect of all individual the applicable Claim, and (z) the difference, if a positive number, between the sum of the Third Party Payments and indemnification payments made by the Sellers in respect of such Claim less the aggregate amount of Losses incurred or sustained suffered by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% Indemnified Persons in respect of the applicable Claim. The parties agree to treat the payments by the Sellers as adjustments to the Purchase Price and (B) Losses from Price. In the event, any claim or series of related claims exceed payments by the DeSellers are treated as taxable to any Buyer Indemnified Party, the Sellers shall increase the payments to such Buyer Indemnified Party by such amount so that on an after-Minimis Amount and (ii) the aggregate liability of the Tax basis such Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed Party is left with an amount equal to the CapLoss for which the Sellers are making indemnification. (h) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall, in any event, be liable to any other Person under this ARTICLE IX for (i) any punitive damages of such other Person and (ii) any Losses that are included in the calculation of Net Working Capital as finally determined pursuant to ARTICLE III.

Limitations. (a) Except with respect to claims (i) based on actual fraud or (ii) made pursuant to Section 6.2(b), Article VIII or Article IX, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. The rights of the Parties under Article VIII shall be the sole and exclusive remedy of the Parties with respect to any Environmental Matters. The rights of the Parties under Article IX shall be the sole and exclusive remedy of the Parties with respect to the subject matter of Article IX. Without limiting the generality of the foregoing three sentences, in no event shall the Buyer, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated under this Agreement. (b) Notwithstanding any other provision of anything to the contrary contained in this Agreement, each of the following four limitations shall apply: (i) the Sellers aggregate liability of the Seller for the sum of all Damages under clause (a)(i) of Section 6.1 and Section 8.1 shall not have any obligation exceed an amount equal to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.020% of the Adjusted Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and Price; (ii) the aggregate liability of the Sellers Seller for the sum of all Damages under this Article VI shall not exceed an amount equal to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Adjusted Purchase Price (the “Cap”).Price; (biii) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all no individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed for indemnification under Section 6.1(a)(i) or 6.2(a)(i) or under Section 8.1 shall be valid and assertable unless it is (or they are) for an amount in excess of $10,000; and (iv) the De-Minimis Amount Seller shall be liable under clause (a)(i) of Section 6.1 for only that portion of the aggregate Damages under clause (a)(i) of Section 6.1 which exceeds $3,000,000 (it being understood that the Seller shall not be liable, in any event, for the first $3,000,000 of said Damages). (c) In no event shall any Indemnifying Party be responsible and liable for any Damages or other amounts under this Article VI or under Article VIII that are consequential, in the nature of lost profits, diminution in value, damage to reputation or the like. (d) The Seller shall not have any right of contribution against the Company with respect to any breach by the Seller of any of its representations, warranties, covenants or agreements. Effective as of the Closing, except as set forth in Section 10.8, and except for any claims that arise under Article VI, the Buyer shall cause the Company and the Subsidiary to waive, and forever release and discharge, any claim the Company or the Subsidiary may have against the Seller or its Affiliates. (e) The amount of any Damages for which indemnification is provided under this Article VI or under Article VIII shall be reduced by (i) any related recoveries actually realized or received by the Indemnified Party under insurance policies, (ii) any other related payments actually realized or received by the aggregate liability Indemnified Party from third parties and (iii) any tax benefits actually realized or received by the Indemnified Party or any of its Affiliates, in each case, on account of the matter resulting in such Damages or the payment of such Damages. In each of the foregoing cases, the amount "actually realized or received" shall be determined net of reasonable costs and expenses incurred by the Indemnified Party in connection with realizing or receiving such amount. The Buyer shall (and shall cause the Company and the Subsidiary to) use commercially reasonable efforts to pursue all legal rights and remedies that the Company or the Subsidiary may have in order to minimize the Damages for which indemnification is provided to the Buyer by the Seller under Articles VI or VIII. (f) The Buyer agrees that to the extent any representation or warranty of the Seller made in this Agreement is, to the knowledge of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal on or prior to the CapClosing Date, untrue or incorrect, the Buyer shall have no rights under this Article VI by reason of such untruth or inaccuracy (except for any right to terminate this Agreement which may be available pursuant to Section 7.1(b)). (g) Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Purchase Price has been adjusted to reflect such matter pursuant to Section 1.4 and the amount of any Damages for which indemnification is provided under this Article VI or under Article VIII shall be calculated net of any accruals, reserves or provisions reflected in the Final Closing Balance Sheet.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers Arigossi shall not have be obligated to provide any indemnification for Losses under Section 7.2(a)(i), Section 7.2(a)(iv) or Section 7.2(a)(v)relating to any individual event otherwise giving rise to such an obligation where such Losses are less than Ten Thousand Euros (€10,000) (the “De Minimis Claim Threshold”). Arigossi shall not be obligated to indemnify provide any Buyer Indemnified Party pursuant indemnification for Losses under Section 7.2(a)(i) relating to Section 12.3(a) any individual event otherwise giving rise to such an obligation where such Losses are equal to or greater than the De Minimis Claim Threshold, unless and until (A) the aggregate amount of all such individual Losses incurred incurred, sustained or sustained suffered by all Buyer Indemnified Parties with respect to for which the such Buyer Indemnified Parties would otherwise would, but for this Section 7.2(c)(i), be entitled to indemnification under Section 12.3(a7.2(a)(i), exceed One Hundred-Fifty Thousand Euros (€150,000) exceeds 1.0% of the Purchase Price (the “Deductible”), in which case Arigossi will be obligated to provide indemnification only for the amount of Losses in excess of the Deductible (but, for the avoidance of doubt, without respect to the De Minimis Claim Threshold Amount”) whereupon the Sellers shall be liable for only any Losses relating to any individual event where such Losses above 0.5% are equal to or in excess of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-De Minimis Amount”) and Claim Threshold). (ii) the aggregate liability of the Sellers Buyer shall not be obligated to indemnify the Buyer Indemnified Parties provide any indemnification for Losses under Section 12.3(a7.2(b)(i) or Section 7.2(b)(iii): relating to any individual event otherwise giving rise to such an obligation where such Losses are less than De Minimis Claim Threshold. Buyer shall not be obligated to provide any indemnification for Losses under Section 7.2(b)(i) relating to any individual event otherwise giving rise to such an obligation where such Losses are equal to or greater than the De Minimis Claim Threshold, unless the aggregate amount of Losses incurred, sustained or suffered by all Seller Indemnified Parties would, but for this Section 7.2(c)(ii), be entitled to indemnification under Section 7.2(b)(i), exceed the Deductible, in no event exceed 20% which case Buyer will be obligated to provide indemnification only for the amount of Losses in excess of the Purchase Price Deductible (but, for the “Cap”avoidance of doubt, without respect to the De Minimis Claim Threshold for any Losses relating to any individual event where such Losses are equal to or in excess of the De Minimis Claim Threshold). (biii) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only anything to the extent thatcontrary in Section 7.2(c)(i) or Section 7.2(c)(ii), (A) the aggregate amount of all individual De Minimis Claim Threshold and the Deductible shall not apply to any Losses incurred or sustained by all Seller for which Buyer Indemnified Parties with are entitled to indemnification under Section 7.2(a)(i) in respect of Seller Fundamental Representations, and (B) the De Minimis Claim Threshold and the Deductible shall not apply to any Losses for which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a7.2(b)(i) exceeds in respect of Buyer Fundamental Representations. (iv) The cumulative aggregate liability of Arigossi for indemnification for Losses under Section 7.2(a)(i) (other than in respect of Seller Fundamental Representations and the Threshold Amountrepresentation made by the Sellers in Section 3.6(c)(ii)) shall not exceed Two Million Sixty-Four Thousand Two Hundred Twenty Euros (€2,064,220) (the “Specified Cap”). The cumulative aggregate liability of Arigossi for indemnification for Losses under Section 7.2(a)(v) shall not exceed Three Million Five Hundred Thousand Euros (€3,500,000) (the “Tax Cap”). The cumulative aggregate liability of Arigossi for indemnification for Losses under Section 7.2(a)(iv) shall not exceed: (A) for any claims for indemnification delivered by all Buyer Indemnified Parties on or prior to July 12, whereupon 2025, Ten Million Euros (€10,000,000); (B) for any claims for indemnification delivered by the Buyer Indemnified Parties from and after July 13, 2025 up to and including January 12, 2027, an amount equal to Four Million Euros (€4,000,000), except, subject to clause (y) in the proviso of this sentence, that any such amounts recovered by the Buyer Indemnified Parties, together with all amounts recovered under clause (A) shall be liable not exceed Ten Million Euros (€10,000,000); and (C) for only any claims for indemnification delivered by the Buyer Indemnified Parties from and after January 13, 2027 up to and including March 12, 2028, an amount equal to Two Million Euros (€2,000,000), except, subject to clause (y) in the proviso of this sentence, that any such Losses above 0.5% of amounts recovered by the Purchase Price Buyer Indemnified Parties, together with all amounts recovered under clauses (A) and (B) Losses from any claim or series shall not exceed Ten Million Euros (€10,000,000); provided, however, that (x) for the avoidance of related claims exceed doubt, the De-Minimis Amount and (ii) the cumulative aggregate liability of the Buyer to indemnify the Seller Indemnified Parties Arigossi for indemnification for Losses under Section 12.4(a7.2(a)(iv), except for Losses under Section 7.2(a)(iv) that arise from or relate to the item of Company Unrecorded Debt set forth in clause (m) of such definition, shall not exceed Ten Million Euros (€10,000,000), (y) the cumulative aggregate liability of Arigossi for indemnification for Losses under Section 7.2(a)(iv) that arise from or relate to the item of Company Unrecorded Debt set forth in clause (m) of such definition shall not exceed Sixteen Million Euros (€16,000,000), which, for the avoidance of doubt shall be inclusive of, and not in addition to, the Ten Million Euros (€10,000,000) described in the preceding clause (x), and (z) such calculations shall be made in accordance with the illustrative examples set forth on Exhibit I attached hereto (such limitations, as of any given time described above, the “Company Unrecorded Debt Cap”). In the event of a conflict between the manner of calculation of the Company Unrecorded Debt Cap set forth in the foregoing clauses (A), (B), (C), (x) and (y) and the manner of calculation of the Company Unrecorded Debt Cap set forth in the illustrative examples on Exhibit I, the manner of calculation of the Company Unrecorded Debt Cap set forth in the illustrative examples on Exhibit I shall prevail. The cumulative aggregate liability of Arigossi for indemnification for Losses under Section 7.2(a)(i) in respect of Losses for which Buyer Indemnified Parties are entitled to indemnification in respect of Seller Fundamental Representations, Section 7.2(a)(ii), Section 7.2(a)(iii), and Section 7.2(a)(vi) shall not exceed Twenty Million Euros (€20,000,000) (the “Aggregate Cap”). The Aggregate Cap, for the avoidance of doubt, shall be inclusive of, and not in no event exceed an amount equal to addition to, the Specified Cap, the Tax Cap and the Company Unrecorded Debt Cap. (v) The cumulative aggregate liability of Buyer for indemnification for Losses under Section 7.2(b)(i) and Section 7.2(b)(iii) (other than in respect of Buyer Fundamental Representations) shall not exceed the Specified Cap. The cumulative aggregate liability of Buyer for indemnification for Losses under Section 7.2(b)(i) in respect of Losses for which Seller Indemnified Parties are entitled to indemnification in respect of Buyer Fundamental Representations, Section 7.2(b)(ii) Section 7.2(b)(iv) and Section 7.2(b)(v) shall not exceed the Aggregate Cap. The Aggregate Cap, for the avoidance of doubt, shall be inclusive of, and not in addition to, the Specified Cap.

Limitations. Seller shall have no liability (afor indemnification or otherwise) Notwithstanding with respect to any matter described in Section 13.1 (other provision than any liability (for indemnification or otherwise) resulting from or arising out of any breach of Seller's representations and warranties set forth in Section 4.11 (Taxes)) until the total of all Losses with respect to all such matters exceeds an amount equal to $75,000 (the "LOSS THRESHOLD"), in which case Buyer shall be entitled to recover all Losses (including such $75,000), subject to the limitations set forth below, for which Seller may be liable. Except as otherwise set forth in Section 5.4 of the License Agreement, no party's aggregate liability (for indemnification or otherwise) arising out of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby shall exceed $1.5 million, provided that this limitation shall not apply in the case of any Major Claim. "MAJOR CLAIM" shall mean (a) with respect to Seller, (i) any Excluded Liabilities or (ii) any breach of Seller's representations in Section 4.1 (except the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(alast sentence thereof), 4.2 (except the first sentence thereof), 4.3 and 4.11, and (b) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which Buyer, (i) any Assumed Liabilities, (ii) any breach of Buyer's representations in Sections 5.1 or 5.2 (except for the Buyer Indemnified Parties would first sentence thereof) or (iii) any breach of (x) Buyer's obligation to pay the Purchase Price in accordance with the provisions of this Agreement and the Note. Except as otherwise set forth in Section 5.4 of the License Agreement, no party will be entitled to indemnification under Section 12.3(a) exceeds 1.0% recover for Losses in excess of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related all claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision arising out of this Agreement, (i) the Buyer shall not have Ancillary Agreements and the transactions contemplated hereby and thereby, including Major Claims. Excluding claims arising under the License Agreement, no party may initiate any obligation to indemnify any Seller Indemnified Party claim for indemnification pursuant to this Section 12.4(a) unless and until, and only to 13 after the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% fourteen-month anniversary of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapClosing Date.

Limitations. (a) Notwithstanding any other provision The indemnification obligations of Seller Indemnifying Party under Section 11.1.2(a) of this Agreement, Agreement shall in no event exceed: (i) the Sellers shall not have Final Purchase Price in the event of violation of any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(aof the Fundamental Representations; (ii) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.025% of the Final Purchase Price for violations of any other representations and warranties of Seller, provided that, within this cap, the indemnification obligations of Seller in the event of violation of any of the representations and warranties other than those set forth in Section 5.7 (the “Threshold Amount”Compliance with Law / Permits), Section 5.8 (Environment) whereupon the Sellers and Section 5.12 (Tax Matters) shall be liable for only such Losses above 0.5limited to 15% of the Final Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (in the “De-Minimis Amount”) and (ii) aggregate; it being specified that the aggregate total liability of the Sellers to indemnify Seller Indemnifying Party shall not exceed the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Final Purchase Price (the “Cap”)Price. (b) Notwithstanding Each of Buyer and Seller shall not be entitled to make a claim for indemnification under Section 11.1.1 (a), or 11.1.2(a) when relevant, of this Agreement unless and until the aggregate amount of claims for Losses of Seller Indemnified Party in respect of Section 11.1.1 (a), or Buyer Indemnified Party or the Company in respect of Section 11.1.2(a), exceeds an amount in euros equal to EUR 250,000 (the “Deductible Amount”), in which case the Buyer Indemnifying Party, or the Seller Indemnifying Parties when relevant, shall only be liable for the amount exceeding such Deductible Amount. (c) No claim of Buyer or Seller in respect of any other provision individual event or occurrence shall be deemed to give rise to indemnification under Section 11.1.1 (a) or 11.1.2(a) of this Agreement, or shall be taken into account for purposes of calculating the Deductible Amount referred to in paragraph (ib) above, unless and until the Buyer Loss related to such claim claimed exceeds fifty thousand euros (EUR 50,000). For the purposes of the preceding sentence, in the event of a series of claims based on the same or a related set of facts, events or circumstances, such series of claims shall be treated as a single claim and the aggregate total of the Losses resulting from such series of claims shall be used to determine whether the foregoing amount has been exceeded. (d) The limitations set forth under paragraphs (b) to (c)above shall not have apply to a violation of any obligation of the Fundamental Representations. (e) The limitations set forth under paragraphs (a) to indemnify any Seller Indemnified Party pursuant (c) above shall not apply to a VAT Claim (f) For the purposes of this Section 12.4(a) unless and until11.5, and only to all amounts which are denominated in a currency other than the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer Euro shall be liable for only such Losses above 0.5% converted into Euros at the rate prevailing on the date of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability notice of the Buyer to indemnify claim by the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapIndemnifiable Party.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers No Eisai Indemnitee shall not have any obligation be entitled to indemnify any Buyer Indemnified Party be indemnified pursuant to Section 12.3(a) unless and until the aggregate of all Losses under Section 12.3(a) to which the Eisai Indemnitees would, but for this Section 12.6(a), be entitled to indemnification exceeds on a cumulative basis […***…] (A) the “Indemnity Threshold”), at which point each Eisai Indemnitee shall be entitled to be indemnified for the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% and not just amounts in excess of the Purchase Price Indemnity Threshold (the “Threshold Amount”except that this Section 12.6(a) whereupon the Sellers shall be liable for only such Losses above 0.5% not apply to any breach of the Purchase Price representations and (Bwarranties set forth in Sections 11.1(a), 11.1(b), 11.2(b) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”11.2(g), Section 4(a) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses Side Letter Agreement or any actual fraud, intentional misrepresentation or willful misconduct as determined under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”common law). (b) Notwithstanding any other provision of this Agreement, Arena shall have no liability pursuant to Section 12.3(c) for (i) the Buyer shall not have any obligation to indemnify Losses above […***…] arising from any Seller Indemnified Party pursuant to Section 12.4(a) unless and untilsingle claim, and only to the extent thataction, suit or proceeding, (Aii) any Losses above […***…] in the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which (except that the Seller Indemnified Parties are entitled to indemnification under Section 12.4(alimitations in clauses (i) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) shall not apply to Losses from or relating to any Third Party Distributor Agreement prior to the Effective Date), (iii) any Losses arising from Product Liability Claims or (iv) any Losses arising from any claim, action, suit or proceeding brought after the date that is […***…] months after the Effective Date. (c) No Arena Indemnitee shall be entitled to be indemnified pursuant to Section 12.2(a) unless the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for all Losses under Section 12.4(a12.2(a) to which the Arena Indemnitees would, but for this Section 12.6(c), be entitled to indemnification exceeds the Indemnity Threshold, at which point each Arena Indemnitee shall be entitled to be indemnified for the aggregate Losses and not just amounts in excess of the Indemnity Threshold (except that this Section 12.6(c) shall not apply to any breach of the representations and warranties set forth in no event exceed an amount equal to Sections 11.1(a) or 11.1(b) or any actual fraud, intentional misrepresentation or willful misconduct as determined under common law). (d) To the Capfullest extent permitted by Applicable Law, the indemnities set forth in this Article 12 shall be the exclusive monetary remedies of the Eisai Indemnitees against Arena and the Arena Indemnitees against Eisai, as applicable, for any breach of representation or warranty or breach of any covenant or agreement contained in this Agreement or any Related Document, except in the case of fraud, intentional misrepresentation or willful misconduct or in the case of equitable remedies. (e) The representations, warranties, agreements, covenants and obligations of Arena and Arena US, and the rights and remedies that may be exercised by the Eisai Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Eisai Indemnitees or any of their Representatives. The representations, warranties, agreements, covenants and obligations of Eisai, and the rights and remedies that may be exercised by the Arena Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Arena Indemnitees or any of their Representatives.

Limitations. Notwithstanding the terms of Section 10.1 above, the Sellers’ obligation to indemnify Buyers for Losses asserted by Sellers shall be subject to the following limitations: (a) Notwithstanding any other provision of this Agreement, (i) the The Sellers shall not will have any no obligation to indemnify Buyers for any Buyer Indemnified Party pursuant Losses asserted by Buyers unless the amount of such Loss is equal to Section 12.3(aor greater than ¥2,500,000 (the “Minor Claim Amount”), and any Loss that does not equal or exceed the Minor Claim Amount shall not count towards the Threshold Amount; (b) Buyers shall first be obligated to use commercially reasonable efforts to obtain and apply the proceeds of any insurance available to compensate the Company for the Losses subject to the indemnification claim (whether such insurance is maintained by the Buyers or by the Company), and to the extent any Loss is reimbursed to the Buyers or the Company under an applicable insurance policy, the Sellers will have no obligation to indemnify Buyers for such Loss and such Loss shall not count toward the Threshold Amount; (c) The Sellers will have no obligation to indemnify Buyers for Losses unless and until (A) the cumulative aggregate amount of all such individual Losses incurred equals or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price ¥10,000,000 (the “Threshold Amount”) whereupon ), in which case the Sellers shall will be liable for only all Losses in excess of such Losses above 0.5% of the Purchase Price and amount, subject to subsection (Bd) Losses from any claim or series of related claims exceed $40,000 immediately below; and (the “De-Minimis Amount”d) and (ii) the The aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties Buyers for Losses claimed under this Section 12.3(a10 shall not exceed an amount equal to fourty percent (40 %) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision sum of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability amount of the Buyer to indemnify the Seller Indemnified Parties for Losses dividend (before withholding tax) contemplated under Section 12.4(a) shall in no event exceed an amount equal to 8.6 hereunder, that the CapSellers have received from the Buyers or the Company, as applicable.

Limitations. (a) Notwithstanding Except for a Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17, 4.5 or 5.8, if any other provision of this AgreementClaim for indemnification by Buyer, (iTioga, the Hydrocarbon Gathering Company and their respective Affiliates or Seller relating to any Warranty Breach that is subject to indemnification under Sections 10.2(a), 10.2(b) the Sellers or 10.3(a) results in aggregate Losses that do not exceed $25,000 then such Losses shall not have any obligation be deemed to indemnify any Buyer Indemnified Party be Losses under this Agreement and shall not be eligible for indemnification under this Article X. (b) Except for a Company Warranty Breach or Seller Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17 or 4.5, Buyer, Tioga, the Hydrocarbon Gathering Company and their respective Affiliates shall be entitled to be indemnified pursuant to Sections 10.2(a) or 10.2(b) for Losses incurred for any Company Warranty Breach or Seller Warranty Breach (excluding any item or Loss below the threshold listed in Section 12.3(a10.4(a)) unless only if and until (A) to the extent that the aggregate amount of all such individual Losses incurred exceeds 1% of the Base Purchase Price, subject to the other limitations on recovery and recourse set forth in this Agreement. (c) Except for a Company Warranty Breach or sustained by all Buyer Indemnified Parties Seller Warranty Breach with respect to which a Fundamental Representation or Sections 3.13, 3.17 or 4.5, Seller’s liability under Sections 10.2(a) and 10.2(b) will be limited, in the Buyer Indemnified Parties would otherwise be entitled aggregate, to indemnification under Section 12.3(a) exceeds 1.015% of the sum of (i) the Base Purchase Price plus (ii) the difference between (A) the “Threshold Amount”Base Purchase Price” under the Water PSA minus (B) whereupon the Sellers aggregate amounts paid by Seller under Sections 10.2(a) and 10.2(b) of the Water PSA. Under no circumstance will Seller’s liability for any Losses under Section 10.2 (other than liability for Losses under Section 10.2(a) for breach of the representations and warranties in Section 3.13, Section 10.2(c) for breach of the covenants and agreements in Section 6.2 or under Section 10.2(d) or Section 10.2(e)), including Losses with respect to a Fundamental Representation or Sections 3.12, 3.17 or 4.5, exceed the value of the proceeds received by Seller in the transactions contemplated by this Agreement. Except for a Company Warranty Breach or Seller Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17 or 4.5, in no event shall Seller’s aggregate liability under Sections 10.2(a) and 10.2(b) and Sections 10.2(a) and 10.2(b) of the Water PSA exceed, in the aggregate, 15% of the sum of (x) the Base Purchase Price plus (y) the “Base Purchase Price” under the Water PSA. (d) No indemnifying Person shall be liable for only any Losses that are subject to indemnification under Sections 10.2 or 10.3 unless a written demand for indemnification under this Agreement is delivered by the indemnified Person to the indemnifying Person with respect thereto prior to 5:00 P.M. Central Time on the final date pursuant to Section 10.1, to assert a Claim for indemnification on the basis asserted in such Losses above 0.5% of written demand. Notwithstanding the Purchase Price and (B) Losses from foregoing, any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers Claim for indemnification under this Agreement that is brought prior to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)such time will survive until such matter is resolved. (be) Notwithstanding any other provision of anything to the contrary contained in this Agreement, (i) under no circumstances shall any Party be entitled to double recovery under this Agreement, and to the Buyer extent a Party is compensated for a matter through any adjustment to the Base Purchase Price or any third party recovery or insurance recovery actually received, such Party shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled a separate right to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capmatter.

Limitations. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify Indemnifying Securityholders for Damages under this Article VI shall not exceed the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% amount of the Purchase Price Price, (ii) the “Indemnifying Securityholders shall not be liable under this Article VI (other than with respect to Sections 6.1(c), (d) and (e) and Section 6.1(a) insofar as it relates to the representations made in Section 2.9) unless and until the aggregate Damages for which they or it would otherwise be liable under this Article VI exceed $50,000 (at which point the Indemnifying Securityholders shall become liable for the aggregate Damages under this Article VI, and not just amounts in excess of $50,000), and (iii) the aggregate liability of each Indemnifying Securityholder for Damages under this Article VI shall not exceed such Indemnifying Securityholder’s Liability Cap”); provided that the limitation set forth in this sentence shall not apply to a claim pursuant to Section 6.1(a) relating to a breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3 or 2.9 or to a breach of the covenant set forth in Section 4.8. (b) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer for Damages under this Article VI shall not exceed the amount of the Purchase Price, and (ii) the Buyer shall not be liable under this Article VI unless and until the aggregate Damages for which it would otherwise be liable under this Article VI exceed $50,000 (at which point the Buyer shall become liable for the aggregate Damages under this Article VI, and not just amounts in excess of $50,000); provided that the limitation set forth in this sentence shall not apply to indemnify a claim pursuant to Section 6.2(a) relating to a breach of the Seller representations and warranties set forth in Sections 3.1 or 3.2. (c) The Escrow Agreement is intended to secure the indemnification obligations of the Indemnifying Securityholders under this Agreement. However, the rights of the Buyer under this Article VI shall not be limited to the Escrow Fund nor shall the Escrow Agreement be the exclusive means for the Buyer to enforce such rights; provided that the Buyer shall not attempt to collect any Damages directly from the Indemnifying Securityholders unless there are no remaining funds held in escrow pursuant to the Escrow Agreement. (d) Except with respect to claims based on fraud, after the Closing, the rights of the Indemnified Parties for Losses under Section 12.4(athis Article VI and the Escrow Agreement shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement. (e) No Indemnifying Securityholder shall in no event exceed an amount equal have any right of contribution against the Company or the Surviving Corporation with respect to any breach by the CapCompany of any of its representations, warranties, covenants or agreements.

Limitations. (a) No indemnity shall be payable to the Purchaser Indemnified Parties under Section 10.2(a) with respect to any claim resulting from any breach or inaccuracy of any representation or warranty, unless and until the aggregate of all Losses due from Newpark, DFI and/or Newpark Texas exceeds $1,500,000 (the “Deductible”), in which event all Losses so due in excess of the Deductible shall be paid in the aggregate by Newpark, D▇▇ ▇▇▇/▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇; provided, that the aggregate amount payable by Newpark, DFI and Newpark Texas for all claims arising under this Agreement shall not exceed 33% of the Purchase Price. Notwithstanding any other provision of anything to the contrary contained in this Agreement, neither Newpark, DFI nor Newpark Texas shall be required to indemnify any Purchaser Indemnified Party with respect to any Loss (or series of related Losses) incurred by or asserted by reason of any breach of any representation or warranty contained in this Agreement if the Loss (or series of related Losses) from such breach is less than (i) the Sellers shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 12.3(a) unless and until (A) $75,000, if such Loss is incurred before such time as the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which due from Newpark exceeds the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) Deductible, and (ii) $30,000 if such Loss is incurred after such time as the aggregate liability amount of all Losses due from Newpark exceeds the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price Deductible (the “CapMinimum Claim Amount”), nor shall any Losses less than the Minimum Claim Amount be included for purposes of calculating whether the Deductible has been exceeded. The limitations set forth in this Section 10.5(a) shall not apply with respect to (i) any amounts payable under Section 2.4 or Losses arising under Section 10.2(b), Section 10.2(c), or Section 10.2(d) (except as otherwise indicated in Section 10.2(d) of the Newpark Disclosure Schedule), (ii) any breach of Section 5.12, and/or (iii) any acts of willful misconduct or fraud. (b) Notwithstanding No indemnity shall be payable to the Newpark Indemnified Parties under Section 10.3(a) with respect to any other provision claim resulting from any breach or inaccuracy of this Agreementany representation or warranty, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and untiluntil the aggregate of all Losses due from Purchaser and CCS exceeds the Deductible, and only to in which event all Losses so due in excess of the extent thatDeductible shall be paid in full by Purchaser and/or CCS; provided, (A) that the aggregate amount of payable by Purchaser and CCS for all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification claims arising under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer this Agreement shall be liable for only such Losses above 0.5not exceed 33% of the Purchase Price and Price. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor CCS shall be required to indemnify any Newpark Indemnified Party with respect to any Loss (B) Losses from any claim or series of related claims exceed Losses) incurred by or asserted by reason of any breach of any representation or warranty contained in this Agreement if the De-Minimis Loss (or series of related Losses) from such breach is less than the Minimum Claim Amount, nor shall any Losses less than the Minimum Claim Amount and be included for purposes of calculating whether the Deductible has been exceeded. The limitations set forth in this Section 10.5(b) shall not apply with respect to (i) any amounts payable under Section 2.4 or Losses arising under Section 10.3(b), and/or (ii) the aggregate liability any acts of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Capwillful misconduct or fraud.

Limitations. (a) Notwithstanding any other provision anything herein to the contrary, except in the case of this Agreement, willful misrepresentation with intent to defraud (“Fraud”): (i) the Sellers Parent shall not have any obligation be liable to indemnify any Buyer Indemnified Party pursuant Parties for any matters contained in Section 10.1(a) with respect to Section 12.3(a) any single event or series of related events unless and until (A) 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 individual Losses incurred or sustained by all 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 which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 12.3(a) exceeds 1.0% of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim single event or series of related claims exceed $40,000 (the “De-Minimis Amount”) events unless and (ii) 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 Parent’s aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Buyer Covered Losses under with respect to the matters contained in Section 12.3(a10.1(a) shall in no event exceed 20% of the Purchase Price Ten Million Dollars ($10,000,000) (the “Cap”); and (iv) in no event shall Buyer’s aggregate liability to Parent Indemnified Parties for Parent Covered Losses with respect to the matters contained in Section 10.2(a) exceed the Cap. (b) Notwithstanding The Parent Losses or Buyer Losses, as the case may be (“Losses”), suffered by any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant shall be calculated after giving effect to Section 12.4(a) unless any amounts covered by third parties or recovered under insurance policies (it being understood and until, and only to agreed that the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled not obligated to seek insurance recoveries in respect of Losses to 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 claims to which such insurance proceedings or third party recoveries relate, appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment. (c) Notwithstanding anything herein to the contrary, any liability for indemnification under Section 12.4(athis Agreement will be determined without duplication for recovery because of the state of facts giving rise to the Damages constitutes a breach of more than one representation, warranty or covenant herein. (d) exceeds the Threshold Amount, whereupon the The amount of Buyer Losses for which Parent shall be liable for only such Losses above 0.5% hereunder shall be determined net of specific reserves established in anticipation of the Purchase Price circumstances giving rise to such Buyer Losses and included in the calculation of Final Net Book Value. (Be) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapNOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FROM AND AFTER THE EFFECTIVE TIME, NO PARTY SHALL BE LIABLE FOR SPECIAL OR PUNITIVE DAMAGES RELATING TO ANY BREACH OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT 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. The indemnification obligations of Buyer and Sellers are subject to the following limitations and qualifications: (a) Notwithstanding any other provision of this AgreementBuyer shall not be entitled to make a Claim to recover, (i) the and Sellers shall not have any obligation be liable to indemnify any Buyer Indemnified Party pursuant to for, Damages under Section 12.3(a9.2(a) unless and until (A) it has incurred Damages in the aggregate amount in excess of all such individual Losses incurred or sustained by all Two Hundred Fifty Thousand Dollars ($250,000) (the “Basket Amount”) in which event Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise shall be entitled to indemnification make a claim under Section 12.3(a9.2(a) exceeds 1.0% for all Damages incurred by it in the aggregate, not just those in excess of the Purchase Price (Basket Amount. Notwithstanding anything to the “Threshold Amount”contrary, the foregoing limitations shall not apply to Claims related to the breach of the Fully Indemnified Reps. Sellers shall not be entitled to make a Claim to recover, and Buyer shall not be liable to Sellers for, Damages under Section 9.3(a) whereupon unless and until it has incurred Damages in the aggregate in excess of the Basket Amount in which event Sellers shall be liable entitled to make a claim under Section 9.3(a) for only such Losses above 0.5% all Damages incurred by it in the aggregate, not just those in excess of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Basket Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding The aggregate liability of Sellers to indemnify Buyer under Section 9.2(a) for any other provision of this Agreement, (i) the Damages incurred by Buyer shall not have any obligation exceed an amount equal to indemnify any Seller Indemnified Party pursuant to Section 12.4(atwenty percent (25%) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series Price. Notwithstanding anything to the contrary, the foregoing limitations shall not apply to Claims related to the breach of related claims exceed the De-Minimis Amount and (ii) Fully Indemnified Reps; provided, however, the aggregate liability of the Buyer Sellers to indemnify Buyer for Damages incurred by a Buyer for a breach of the Seller Fully Indemnified Parties for Losses under Section 12.4(a) Reps shall in no event not exceed an amount equal to the CapPurchase Price. (c) The limitations of this Section 9.4 will not apply to fraud or intentional misrepresentation by any Party with respect to any of the representations and warranties under this Agreement.

Limitations. (a) Notwithstanding any other provision of anything to the contrary contained in this Agreement, the following limitations shall apply only to indemnification claims under Sections 6.1(a) or 6.2(a) of this Agreement subject to Section 6.5(e): (i) the Sellers aggregate Liability of the Seller shall not have any obligation exceed an amount equal to indemnify any Buyer Indemnified Party pursuant to Section 12.3(afifteen percent (15%) unless and until of the Purchase Price; (Aii) the aggregate Liability of the Buyer shall not exceed an amount equal to fifteen percent (15%) of all such individual the Purchase Price; (iii) the Seller shall not be obligated to make any indemnification payment under Section 6.1(a) unless the aggregate Losses incurred or sustained claimed by all the Buyer Indemnified Parties hereunder with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification all Losses under Section 12.3(a6.1(a) exceeds 1.0% exceed three quarters of one percent (.75%) of the Purchase Price (the “Threshold Amount”"Basket"), at which point the Seller shall become liable for the aggregate Losses under Section 6.1(a) whereupon in excess of the Sellers Basket; it being understood that for the purpose of determining the amount of any Losses (but not the existence of any breach of any representation or warranty) any qualification in any representation or warranty with regard to, "materiality" or "Business Material Adverse Effect" shall be disregarded; and (iv) the Buyer shall not be obligated to make any indemnification payment under Section 6.2(a) unless the aggregate Losses claimed by the Seller hereunder with respect to all Losses under Section 6.2(a) exceed the Basket, at which point the Buyer shall become liable for only such the aggregate Losses above 0.5% under Section 6.2(a) in excess of the Purchase Price and Basket; it being understood that for the purpose of determining the amount of any Losses (Bbut not the existence of any breach of any representation or warranty) any qualification in any representation or warranty with regard to "materiality" or "Buyer Material Adverse Effect" shall be disregarded. (b) In no event shall any Indemnifying Party be responsible or liable for any Losses or other amounts under this Article VI that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages, except the foregoing shall not apply to any Losses relating to: (i) any third-party claims, including, without limitation, any Loss by a Party constituting a third party claim; or (ii) title to or claims against the Acquired Assets including, without limitation, any infringement of, or invalidity or unenforceability of, any rights, interests or privileges regarding the Designated Intellectual Property. (c) The amount of Losses recoverable by an Indemnified Party under this Article VI with respect to an indemnity claim shall be reduced by (i) the amount of any payment received by such Indemnified Party (or an Affiliate thereof), with respect to the Losses to which such indemnity claim relates, from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) an insurance carrier, and (ii) the aggregate liability amount of any Tax benefit realized by such Indemnified Party (or an Affiliate thereof) which is attributable to the Losses to which such indemnity claim relates (calculated by comparing the Tax liabilities of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless with and until, without such tax benefit and only giving credit hereunder for a reduction in the indemnification payments due to the extent thatthat the Indemnified Party's Tax liability is shown by such comparison to be reduced by inclusion of the tax benefit). An Indemnified Party shall use reasonable commercial efforts to pursue, (A) and to cause its Affiliates to pursue, all insurance claims and Tax benefits to which it may be entitled in connection with any Losses it incurs, and the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties shall cooperate with each other in pursuing insurance claims with respect to which the Seller any Losses or any indemnification obligations with respect to Losses. If an Indemnified Parties are entitled to indemnification under Section 12.4(aParty (or an Affiliate) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from receives any insurance payment in connection with any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) for which it has already received an indemnification payment from the Indemnifying Party, it shall in no event exceed pay to the Indemnifying Party, within 30 days of receiving such insurance payment, an amount equal to the Capexcess of (A) the amount previously received by the Indemnified Party under this Article VI with respect to such claim plus the amount of the insurance payments received, over (B) the amount of Losses with respect to such claim which the Indemnified Party has become entitled to receive under this Article VI. (d) Except with respect to claims for fraud, intentional misrepresentation or equitable relief, including specific performance, with respect to breaches of any covenant or agreement contained in this Agreement or the Ancillary Agreements, the rights of the Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Indemnified Parties and their respective Affiliates with respect to claims relating to this Agreement. Without limiting the generality of the foregoing, in no event shall any Party, its successors or permitted assigns be entitled to claim or seek rescission of the transactions consummated by this Agreement. (e) Notwithstanding anything to the contrary, the indemnification obligations arising from the Seller Carve Outs and the Buyer Carve Outs shall not be subject to the limitation on indemnification claims provided in Section 6.5(a). (f) In no event shall the Buyer have a claim for indemnification for a Loss caused by the breach of Section 2.18(b) or Section 2.18(c) of this Agreement, to the extent the amount of such Loss is included as a deduction in the calculation of the Actual Closing Date Inventory Amount or as a reduction in the amount of the Accounts Receivable included in determining the Final Net A/R.

Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement or in any of the other provision of Transaction Documents, the parties’ respective indemnification obligations under this Agreement, (i) Agreement shall be subject to the Sellers limitations contained in this Section 10.6. 10.6.1 Buyer shall not have be required to indemnify, defend or hold harmless any obligation Seller Indemnified Party, and Seller shall not be required to indemnify indemnify, defend or hold harmless any Buyer Indemnified Party Party, for any inaccuracy in or breach of a representation or warranty pursuant to Section 12.3(a) unless and until (A) 10.1.1 or 10.2.1, as applicable, the aggregate amount of all such individual Losses incurred or sustained by all Buyer of the Seller Indemnified Parties with respect to which or the Buyer Indemnified Parties, respectively, exceeds an aggregate amount equal to $81,250 (the “Deductible”), after which event the Seller Indemnified Parties would otherwise or the Buyer Indemnified Parties, as applicable, shall be entitled to indemnification recover for all Losses in excess of the Deductible, subject to the other terms of this Agreement; provided, however, that the limitations set forth in this Section 10.6.1 shall not apply to Losses resulting from or arising in connection with any breach of the representations and warranties of Seller under Section 12.3(a) exceeds 1.0Sections 3.1.9 hereof. 10.6.2 Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnified Parties, and Seller shall not be required to indemnify, defend or hold harmless the Buyer Indemnified Parties, for Losses in excess of an aggregate amount equal to 100% of the Purchase Price Price; provided, however, that the foregoing limitation shall not apply to (a) the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% payment of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers by Buyer to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”). Seller, (b) Notwithstanding any indemnification pursuant to any of Sections 10.1.3 or 10.2.3, as applicable, or (c) any indemnification arising out of a breach by Seller of its representation and warranty in Sections 3.1.4 (second, third, and penultimate sentences only) above. 10.6.3 The parties agree, for themselves and on behalf of their respective Affiliates, successors and assigns, that with respect to each indemnification obligation under this Agreement or any of the other Transaction Documents, the amount of any Losses shall be reduced by the amount, if any, of any federal, state or local income Tax benefit realized or any insurance proceeds received. 10.6.4 The parties agree that, except as otherwise expressly provided elsewhere in this Agreement or in any other provision Transaction Document, the indemnification provisions of this AgreementArticle 10 shall be the sole and exclusive remedy for any breach of or inaccuracy in any representation, (i) warranty, covenant or agreement contained in this Agreement or in any of the Buyer other Transaction Documents; provided, that either party shall not have any be entitled to seek specific performance of the other party’s obligation to indemnify any Seller close the transaction contemplated by this Agreement. 10.6.5 No Indemnified Party pursuant to Section 12.4(a) unless and untilshall seek or be entitled to, or accept payment of, any award or judgment for consequential, incidental, special, indirect or punitive damages or lost profits suffered by such Indemnified Party, whether based on statute, contract, tort or otherwise, and only whether or not arising from the Indemnifying Party’s sole, joint or concurrent negligence, strict liability or other fault. 10.6.6 Seller shall have no indemnification obligation hereunder to the extent thatany Losses arose out of or resulted from the inaccuracy of any representation or warranty of Seller, (A) and Buyer or any Affiliate of Buyer had actual knowledge of such inaccuracy prior to the aggregate amount execution and delivery of all individual Losses incurred this Agreement by Buyer. For purposes of this Section, the term “actual knowledge” means the actual knowledge of any one or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amountmore of ▇▇▇▇ ▇▇▇▇▇▇, whereupon the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, or S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Additionally, Buyer shall be liable for only such Losses above 0.5% deemed to have “actual knowledge” of the Purchase Price and (B) Losses from any claim fact which has been disclosed in writing by Seller, its Affiliates or series their respective officers, employees, agents or representatives to any outside attorney or accountant of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapBuyer.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers The Indemnitor shall not have any obligation be obligated to indemnify any Buyer the Indemnified Party only when the aggregate of all Damages and Expenses suffered or incurred by the Indemnified Party as to which a right of indemnification is provided under this Article IX exceeds Five Million Dollars ($5,000,000) (the "THRESHOLD AMOUNT"). After the aggregate of all Damages and Expenses suffered or incurred by the Indemnified Party exceeds the Threshold Amount, the Indemnitor shall be obligated to indemnify the Indemnified Party for all such Damages and Expenses without reduction by the Threshold Amount. In no event shall the aggregate liability of either T-Mobile and Purchaser, on the one hand, and Cingular and SBCW, on the other hand, under this Article IX exceed Two Hundred and Fifty Million Dollars ($250,000,000) (the "MAXIMUM AMOUNT"), provided, however, that the aggregate liability of Cingular and SBCW, taken together, for any actions taken or amounts paid pursuant to Section 12.3(a) unless 6.21, Section 7.1, 7.2, 7.6 or any other indemnification obligations contained in this Article IX, shall in no event, taken CINGULAR WIRELESS LLC EXHIBITS - Interest Purchase Agreement by and until (A) among T-Mobile USA, Inc., Omnipoint Communications, Inc., Cingular Wireless LLC and SBC Wireless LLC dated as of May 24, 2004. EXHIBIT 10.66 together, exceed the aggregate amount of all such individual Losses incurred or sustained by all Buyer Purchase Price. Notwithstanding the above, neither the Threshold Amount nor the Maximum Amount will apply to one Party's liability to any other Indemnified Parties for willful or intentional misconduct, provided that in no event will the liability of Cingular and SBCW, taken together, exceed the aggregate Purchase Price. For purposes of clarification, nothing contained in this Section 9.6 shall limit any Party's specific obligation under this Agreement to pay or fund monetary amounts to any other Party hereto, including pursuant to Sections 2.2, 2.4, 2.5, 2.6 and 6.16 hereof. In addition, nothing contained in this Section will limit the Parties' indemnification obligations under this Article IX in the case of consequential or other such damages awarded in connection with respect a Third Party Claim; provided that such claims shall be subject to the Threshold Amount, and provided further that in no event will the liability of Cingular and SBCW, taken together, exceed the aggregate Purchase Price. (b) The Indemnitor shall not be liable for Damages and Expenses in excess of the actual Damages and Expenses suffered by the Indemnified Party as a result of the act, circumstance, or condition for which indemnification is sought net of any insurance proceeds received by the Buyer Indemnified Parties would otherwise Party and indemnification awards received by the Indemnified Party under an Ancillary Agreement or any Existing Ancillary Agreement as a result of the same act, circumstance or condition. (c) No Indemnified Party shall be entitled to indemnification under Section 12.3(a) exceeds 1.0% this Article IX unless such Indemnified Party has delivered written notice of the Purchase Price indemnification claim or demand to the Indemnitor within eighteen (the “Threshold Amount”18) whereupon the Sellers shall be liable for only such Losses above 0.5% months of the Purchase Price and Closing Date. The indemnification obligations for such claims or demands for which written notice is given within eighteen (B18) Losses from any months of the Closing Date shall continue until the final resolution of each such claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)demand. (b) Notwithstanding any other provision of this Agreement, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and only to the extent that, (A) the aggregate amount of all individual Losses incurred or sustained by all Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold Amount, whereupon the Buyer shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the Cap.

Limitations. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein, (i) the Sellers Indemnitors shall not have any obligation be liable to indemnify any Buyer Indemnified Party pursuant to the Indemnitees for indemnification under Section 12.3(a10.1(a)(i) unless and or Section 10.1(b)(i), as the case may be, until (A) the aggregate amount of all such individual Losses incurred in respect of indemnification under Section 10.1(a)(i) or sustained by all Buyer Indemnified Parties Section 10.1(b)(i) exceeds $100,000 (the “Deductible”), in which event the Indemnitor shall only be required to pay or be liable for Losses in excess of the Deductible. (b) The maximum aggregate liability of Shareholder with respect to Losses pursuant to Section 10.1(a)(i) shall not exceed the Indemnity Escrow. Notwithstanding the foregoing, this Section 10.4(b) shall not apply to (i) inaccuracies or misrepresentations in or breaches of the representations and warranties made in Sections 4.14 (Environmental Matters), or 4.16 (Employee Benefit Matters), for which the maximum aggregate liability of Shareholder with respect to Losses pursuant to Section 10.1(a)(i) shall not exceed 50% of the Indemnification Cap, (ii) inaccuracies or misrepresentations in or breaches of any of the other Fundamental Representations, for which the maximum aggregate liability of Shareholder with respect to Losses pursuant to Section 10.1(a)(i) shall not exceed the Indemnification Cap, or (iii) fraud. (c) With respect to claims for indemnification under Section 10.1(b)(i), the maximum aggregate liability of Buyer Indemnified Parties would otherwise shall not exceed the Purchase Price, except with respect to fraud. (d) The Indemnitees shall not be entitled to indemnification under Section 12.3(a) exceeds 1.0% this Agreement to the extent such Loss was taken into account in the determination of the Purchase Price (the “Threshold Amount”) whereupon the Sellers shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall Net Adjustment hereunder if doing so would result in no event exceed 20% of the Purchase Price (the “Cap”). (b) Notwithstanding any other provision of this Agreementdouble counting, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party pursuant to Section 12.4(a) unless and until, and but only to the extent that, of the amount so taken into account. (Ae) Payments by an Indemnitor in respect of any Losses shall be reduced by the aggregate amount of all individual Losses incurred any insurance proceeds (net of any deductible amounts, the Indemnitee’s reasonable estimate of any increase in premiums related thereto and any reasonable costs associated with obtaining such insurance proceeds) and any indemnity, contribution or sustained other similar payment, in each case actually received by all Seller Indemnified Parties with the Indemnitee (or Company) in respect of any such claim. The Indemnitee shall use its commercially reasonable efforts to which the Seller Indemnified Parties are entitled to indemnification recover under Section 12.4(a) exceeds the Threshold Amountinsurance policies or indemnity, whereupon the Buyer shall be liable contribution or other similar agreements for only such Losses above 0.5% of the Purchase Price and (B) Losses from any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal to the CapLosses.

Limitations. (a) Notwithstanding any other provision of this Agreement, (i) the Sellers No Party shall not have any obligation be required to indemnify any Buyer Indemnified another Party pursuant under this Article IX for claims (other than an Old BD2 Plan Claim) unless, after the resolution of all claims which are the subject of Claim Notices hereunder (the date on which the last of such claims is resolved being referred to Section 12.3(a) unless and until (A) herein as the "Judgment Date"), the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to amounts for which the Buyer Indemnified Parties indemnity would otherwise be entitled due against it, net of any amounts for which indemnity would otherwise be owed to indemnification under Section 12.3(a) it hereunder, exceeds 1.0% of $1,250,000 ("Basket"), in which case, the Purchase Price (the “Threshold Amount”) whereupon the Sellers amount for which indemnity will be due shall be liable calculated from the first dollar. The BD2 Indemnification Parties shall not be required to indemnify Holding or the Surviving Corporation for an Old BD2 Plan Claim under this Article IX unless (and only such Losses above 0.5% of to the Purchase Price and (B) Losses from any claim or series of related claims exceed $40,000 (the “De-Minimis Amount”) and (iiextent) the aggregate liability amount of the Sellers to indemnify the Buyer Indemnified Parties for Losses under Section 12.3(a) shall in no event exceed 20% of the Purchase Price (the “Cap”)Damages exceeds $10,000. (b) Notwithstanding An Indemnifying Party may, in its discretion, pay any other provision of this Agreement, (i) the Buyer shall not have any obligation amount owed hereunder to indemnify any Seller an Indemnified Party pursuant to Section 12.4(a) unless and until, and only by the delivery to the extent that, Indemnified Party of shares of Holding Stock (A) the aggregate amount free and clear of all individual Losses incurred or sustained by all Seller Indemnified Parties Liens), valued for this purpose at the last sale price of the Holding Stock on the last business day prior to the Judgment Date, except with respect to Old BD2 Plan Claims, which amounts must be paid in cash. (c) Neither the Seller Indemnified Parties are entitled to indemnification under Section 12.4(a) exceeds the Threshold AmountBD2 Indemnification Parties, whereupon the Buyer as a group, nor Holding, shall be liable for only such Losses above 0.5% of the Purchase Price and (B) Losses from obligated to make any claim or series of related claims exceed the De-Minimis Amount and (ii) the aggregate liability of the Buyer to indemnify the Seller Indemnified Parties for Losses under Section 12.4(a) shall in no event exceed an amount equal indemnification payment hereunder to the Capother of more than 3,000,000 shares of Holding Stock (or the equivalent value thereof, as determined as set forth in (b), above), as appropriately adjusted for any Stock Adjustment Event.