Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought (a) Except with respect to claims for equitable remedies, claims by any party hereunder hereto based on actual fraud with intent to deceive in the making of the representations and warranties in this Agreement (“fraud”), or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, in excess of fifteen percent (15%) of the Total Consideration, as adjusted pursuant to Section 3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the total amount of resulting Losses exceeds three-fourths percent (0.75%) of the Total Consideration, as adjusted pursuant to Section 3.4 hereof (the “Threshold Amount”), after which time the Indemnitor shall be net liable only for the amount of Losses in excess of the Threshold Amount; provided, that the foregoing limitations shall not apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by such Person an Indemnitee with respect to any Losses after a party hereto has made a payment to an Indemnitee with respect to such claim Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (less up to the present value amount of such party’s payment with respect to such Losses). If an Indemnifiable Claim can be asserted pursuant to more than one clause of Section 12.2 or 12.3, as applicable, then the applicable Indemnitee can elect the clause pursuant to which to assert such claim; provided, however, that an Indemnitee cannot be compensated for the same Loss more than once and all Losses shall be calculated net of any premium increases occurring actual recovery of an Indemnitee. For each Indemnifiable Claim, an Indemnitor shall only be liable for total Losses incurred as a result of such claim). Except for (i) Indemnifiable Claim, which Losses shall be calculated net of any claims for breach actual recovery of an Indemnitee, regardless of the representations, warranties number of Indemnitees that may have rights pursuant to such Indemnifiable Claim. Claims for Losses made pursuant to (a) Sections 12.2(i) and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii12.3(i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must may be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinExpiration Date and (b) Sections 12.2(ii), the right to make claims 12.3(ii) and 12.3(iii) may be made indefinitely. (b) Except for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated Buyer’s obligation to pay any amounts for indemnification under the Total Consideration with respect to Buyer, notwithstanding anything contained in this ARTICLE VIII until Agreement to the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000contrary, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability total recovery of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer a party for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer Losses incurred in connection with this Agreement or in the amount of damages that it can recover from transactions contemplated hereby exceed the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price Total Consideration actually paid by Buyer under pursuant to this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder Notwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be net of liable for any insurance proceeds received by such Person with respect to such claim indirect, special, incidental or consequential Losses; (less the present value of ii) no indemnification shall arise under this Agreement for any premium increases occurring breach or Third Party Claim which results from or is increased wholly or partly as a result of any change in applicable Laws after the date hereof, (iii) a party providing indemnification hereunder, (an "Indemnifying Party") shall not be liable for any claim for indemnification pursuant to any provision of this Agreement, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds USD $[*]: (iv) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in any provision of this Agreement, as the case may be, shall be an amount equal to USD $[*] in the aggregate , and (v) with respect to contingent or unquantifiable Losses, no payment will be due by any Indemnifying Party unless and until the relevant Losses cease to be contingent or may be quantified. No Party shall have any liability under any provision of this Agreement for any Losses to the extent that such claim)Losses relate to, wholly or partly, or are increased in any way as a result of actions, omissions or failure to mitigate by the other Party or its Affiliates, officers, directors, employees and agents. Except for Each Party shall take and shall cause to be taken all commercially reasonable steps to mitigate all such Losses immediately after becoming aware of any event that could reasonably be expected to give rise to such Losses. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH COMMISSION. EXECUTION COPY EXHIBIT 2.1 The computation of the Losses pursuant to this Article VIII shall be made after deducting therefrom (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Tax benefit to the expiration of the applicable statute of limitations and if so madeIndemnified Party, such claims shall continue after such date until finally resolved), or (ii) any claims for breach of insurance proceeds and any indemnity, contribution or other similar payment recoverable (or, with respect to insurance proceeds, which would have been recoverable had the representations, warranties relevant Indemnified Party maintained in full force and covenants of effect under the Company same terms and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after conditions the Closing) insurance policies maintained by the other Party or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made its Affiliates immediately prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought Date) by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be soughtIndemnified Party from any third party with respect thereto. For purposes of SECTIONS 8.1 or 8.5In addition, any requirement in any representation or warranty that amount recovered by an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Indemnified Party from third parties with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid a Loss which has already been indemnified by an Indemnifying Party shall be promptly repaid by the Company or Mill▇▇ ▇▇▇ll be deemed Indemnified Party to be a reduction of the Purchase Price paid by Buyer under this AgreementIndemnifying Party.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net Notwithstanding the foregoing provisions of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for this Article XII: (i) the Seller and Paxis shall not be responsible, pursuant to Section 12.01, for any claims for indemnifiable Losses or Expenses suffered by any Purchaser Indemnified Party arising out of a breach of the representationsany representation, warranties and covenants warranty, covenant, agreement or other obligation of the Seller, Paxis or the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof herein unless a claim therefor is asserted in writing during any applicable Survival Period (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolvedas provided in Section 13.02), failing which such claim shall be waived and extinguished; (ii) the Seller and Paxis shall not be liable for any claims Losses or Expenses indemnifiable under Section 12.01 unless the aggregate of all such Losses and Expenses exceeds, on a cumulative basis, an amount equal to $50,000 (the "Basket") in which case Seller and Paxis (as applicable) shall be responsible for breach all indemnifiable amounts under Section 12.01, and then only to the extent of any such excess above the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or Basket ; (iii) any claims for breach the aggregate liability of the representations, warranties or covenants of the Company Seller and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts Paxis for indemnification under Section 12.01 shall in no event exceed $600,000.00 (the "Cap"). Notwithstanding the foregoing provisions of this ARTICLE VIII until Article XII: (i) the aggregate indemnification Purchase shall not be responsible, pursuant to Section 12.02, for any indemnifiable Losses or Expenses suffered by any Seller Indemnified Party arising out of a breach of any representation, warranty, covenant, agreement or other obligation sought by Buyer hereunder exceeds $100,000of the Purchaser herein unless a claim therefor is asserted in writing during any applicable Survival Period (as provided in Section 13.02), whereupon failing which such claim shall be waived and extinguished; (ii) the Company and Mill▇▇ ▇▇▇ll Purchase shall not be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification Losses or Expenses indemnifiable under this ARTICLE VIII until Section 12.02 unless the aggregate indemnification obligation sought by of all such Losses and Expenses exceeds, on a cumulative basis, an amount equal to the Company or Mill▇▇ ▇▇▇eunder exceeds $100,00050,000, whereupon Buyer in which case Purchaser shall be liable responsible for all indemnifiable amounts for which indemnification may be sought. For purposes under Section 12.02, and then only to the extent of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding excess above the foregoing, Basket; (iiii) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) Purchaser for indemnification under Section 12.02 shall in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement600,000.00.

Limits on Indemnification. All Indemnifiable Costs sought by ------------------------- any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company Company, Invisions Group and Mill▇▇ ▇▇▇er SECTIONS 3.11 the Stockholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.12 (with respect to ------------ --- --- --- --- ---- Environmental and OSHA Obligations only), 3.17, Article VI, 8.1(B) or 3.14, 8.1(C) ---- ---------- ------ ------ hereof (the indemnification for which indemnification claims must be made prior to shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI ---------- which have a specific expiration date, as of such date, and if so made, such claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), the right of any party to make claims for indemnification provided under this Article VIII shall expire on June 30, 2001 ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Empyrean Holdings shall not be obligated to pay any amounts for indemnification under this ARTICLE Article ------- VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder Stockholders ---- hereunder exceeds $100,000, whereupon Buyer Empyrean Holdings shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of Empyrean Holdings to Stockholders for breach of representations and warranties exceed $3,650,000. The Stockholders shall not be obligated to pay any amounts for indemnification under this Article ------- VIII until the Company and Mill▇▇ ▇▇ Buyer or Buyer to aggregate indemnification obligation sought by Empyrean Holdings ---- hereunder exceeds $100,000, whereupon Stockholders shall be liable for all amounts for which indemnification may be sought. Notwithstanding the Company and Mill▇▇ ▇▇▇eed the Purchase Price andforegoing, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer Stockholders to Empyrean Holdings for a breach of SECTION 3.21 (Year 2000) representations and warranties exceed $2,500,000 3,650,000; provided, however, that the aggregate liability of Stockholders to Empyrean Holdings or Empyrean Holdings to Stockholders for claims for (absent gross negligence A) the breaching of the representations and warranties of the Stockholders under Sections 3.1, 3.2, 3.3, ------------ --- --- 3.4, 3.12 (to the extent such claims are for Environmental and OSHA Obligations) --- ---- and 3.17, or willful misconduct(B) any breach of Sections 8.1(B) or (C), in which case only or (C) any claim with ---- --------------- --- respect to the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company fraudulent conduct of Stockholders or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Empyrean Holdings with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer Empyrean Holdings or Stockholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement, shall not exceed the Purchase Price. All Indemnifiable Costs paid by In no event shall any non-Majority Stockholder's liability for any individual indemnification claim exceed an amount equal to the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction product of (i) the amount of such indemnification claim and (ii) such Stockholder's pro rata share of the Purchase Price paid to the Stockholders. The indemnification provided for in this Article VIII is intended to be the exclusive monetary remedy of Empyrean ------------ Holdings or Stockholders with regard to the Acquisition contemplated by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought (a) Except as otherwise provided in this Section 7.6, the maximum aggregate amount of indemnifiable Losses that may be recovered by any party hereunder Indemnified Party under Section 7.2 shall be net the Acquiror Escrow Amount or under Section 7.3 shall be an amount equal to the Acquiror Escrow Amount (valued as of any insurance proceeds received the Closing Date) (such cap on indemnification, as applicable, the “Indemnity Cap”); provided, however, that the Indemnity Cap and the Threshold shall not be applicable with respect to, and each Acquiror Indemnified Party shall be entitled to be indemnified, from the Acquiror Escrow Amount and/or by such Person the Stockholders on a several basis, for, all Losses arising out of or resulting from the indemnification obligation with respect to such claim (less x) the present value breach or inaccuracy of any premium increases occurring representation or warranty (A) of the Company contained in Sections 3.2 (Authority) 3.4 (Capitalization), and 3.15 (Taxes) hereof, (B) of any Stockholder contained in Section 2.3 (Title) of the Consent and Indemnity Agreement or (y) intentional misrepresentation by the Company or fraud. (b) Without limitation of the indemnity obligations under this Article VII, from and after the consummation of the Closing, (i) the Company shall have no obligation or liability whatsoever in respect of Losses arising out of or resulting from the indemnification obligations in this Article VII; and (ii) notwithstanding anything in this Agreement to the contrary, the Stockholders shall have no right of indemnification, contribution or reimbursement from or remedy against the Company and/or the Surviving Corporation as a result of such claim). Except for (i) any claims for breach indemnification they are required to make under or arising out of the representationsbreach or inaccuracy of any representation, warranties warranty, covenant or other obligation in this Agreement or in any certificate, document or other instrument delivered herewith, and, except as set forth in Section 5.14, the Stockholders shall be deemed to have released, waived and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 forever discharged any right to indemnification, contribution or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made reimbursement that they may have at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary consummation of the Closing Date against the Company and/or the Surviving Corporation under or arising out of the breach or inaccuracy of any representation, warranty, covenant or other obligation contained in this Agreement, any Ancillary Agreement or in any certificate, document or other instrument delivered herewith or therewith. (except for claims made prior c) Following the Effective Date, no party shall have any obligation to such date which shall continue after such date until finally resolved). The Company indemnify any of the other parties pursuant to this Article VII unless and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought amount of all such individual Losses incurred or sustained by Buyer hereunder such party exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability 1% of the Company and Mill▇▇ ▇▇ Buyer or Buyer to Merger Consideration (the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct“Threshold”), in which case only the liability cap in subclause (i) above applicable Indemnifying Parties shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover be liable from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed first dollar of all such Losses, subject to be a reduction of the Purchase Price paid by Buyer under this AgreementSection 7.6(a).

Limits on Indemnification. All Indemnifiable Costs sought (a) Other than with respect to circumstances in which the Assigning Parties or the Buying Parties (as applicable) is finally adjudicated by a court of competent jurisdiction to have committed fraud, any claims for indemnification made by any party hereunder Assignee Indemnified Party pursuant to Section 6.2(a) (related to Assigning Parties representations and warranties, generally) or any claims for indemnification made by any Assignor Indemnified Party pursuant to Section 6.3(a) (related to Buying Parties representations and warranties, generally) will be paid only to the extent that the aggregate amount of indemnifiable Losses by such Assignee Indemnified Party or such Assignor Indemnified Party (as applicable) exceeds an amount equal to $25,000 with the noted exception below (the “Deductible”) at which point the Assigning Parties or the Buying Parties or Assignee shall only be liable for the portion in excess of the Deductible up to a maximum aggregate amount of $500,000 (the “Cap”). The Deductible does not apply to the Note or any Make-Whole Payments, vendor revenue sharing payments, ticket sales royalties, festival performance payments or other payments by the Buying Parties to the Assigning Parties contemplated under this Agreement payable by the Buying Parties to the Assigning Parties. (b) Notwithstanding anything to the contrary in this Agreement: (i) no Assignee Indemnified Party and no Assignor Indemnified Party shall be net entitled to indemnification, to s▇▇ for damages or to assert any other right or remedy under this Agreement (whether under this ARTICLE VI or otherwise) against the Assignor or any of its Affiliates with respect to any insurance proceeds received Loss, cause of action or other claim to the extent it (A) is primarily a possible or potential Loss, cause of action or claim that such Party believes may be asserted rather than an actual Loss, cause of action or claim that has, in fact, been filed of record against such Party or one of its Affiliates or paid or incurred by such Person Party or one of its Affiliates, (B) is a Loss, cause of action or claim with respect to which such Party or any of its Affiliates has taken action (or caused action to be taken) to accelerate the time period in which such matter is asserted or payable, (C) has recovered or is entitled to recover, in respect of such Loss, cause of action of claim, from any third party (including an insurance provider), or (D) failed to give timely notice of such Loss, cause of action or claim, to the extent the other Party was actually prejudiced thereby (as contemplated by Section 6.6(a)); (ii) no Indemnified Party shall be entitled to recover any Loss to the extent that the Loss comprising a claim (or part thereof) with respect to such claim (less matter has been taken into account in the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach determination of the representations, warranties and covenants Adjusted Net Working Capital or included in the calculation of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or Purchase Price; and (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer no Party shall be liable for all amounts for which indemnification may be sought. For purposes any consequential damages (including loss of SECTIONS 8.1 revenue, income or 8.5profits, any requirement loss in any representation value of assets or warranty that an event securities), punitive, speculative, treble, remote, special, incidental or fact be material indirect damages, diminution of value, multiples of revenue, profits or have a Material Adverse Effect, as appropriate, in order for such event earnings or fact loss of business reputation or opportunity relating to constitute a misrepresentation or the breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (c) Each Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any of its Losses (including incurring costs to the extent necessary to remedy the breach which gives rise to the Losses) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.

Limits on Indemnification. All Indemnifiable Costs sought by Notwithstanding any party hereunder shall provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be net of any insurance proceeds received by such Person with limited as follows: (a) With respect to such claim (less claims and liability of the present value of any premium increases occurring as a result of such claim). Except for Company Stockholders, if any, under Section 6.02(a) through Section 6.02(h): (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so madeFundamental Representations, such claims for indemnification shall continue after such date until finally resolved)be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) any claims for breach With respect to Losses arising out of the representationsor resulting from fraud, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representationswillful misconduct, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a intentional misrepresentation or breach breaches of such representation or warranty shall be ignored. Notwithstanding the foregoingany Company Fundamental Representations, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer Stockholders shall be limited to the Company dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and Mill▇▇ ▇▇▇eed agree that any indemnifiable Losses arising under this (b) With respect to claims and liability of Parent, if any, under Section 6.03: (i) Except for Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Purchase Price andParent Fundamental Representations, (ii) in no event shall the aggregate liability of Parent shall not exceed the Company dollar amount equal to the number of Indemnity Shares multiplied by the Parent Share Price. (ii) With respect to Losses arising out of or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or resulting from fraud, willful misconduct, in which case only intentional misrepresentation or breaches of any of the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit BuyerParent Fundamental Representations, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided aggregate liability of Parent shall not exceed the aggregate dollar amount of the number of Merger Shares multiplied by applicable statutory or common law with respect the Parent Share Price. (c) Notwithstanding anything to the conduct contrary contained herein, the Parent Indemnified Parties shall not be entitled to indemnification for Losses under Section 6.02(a) through Section 6.02(h) (except for claims based on fraud, willful misconduct or intentional misrepresentation, and except for claims for breaches of any Company Fundamental Representation) unless and until the Companyaggregate amount of indemnifiable Losses underlying such claims equals or exceeds a dollar amount equal to USD$643,299 (the “Deductible”), Mill▇▇ ▇▇ Buyer in connection with this Agreement or in and then the Parent Indemnified Parties shall be entitled to indemnification for the amount of damages that it can recover from all such Losses in excess of the other Deductible subject to the limitation provided for in the event that Buyer successfully proves intentional fraud Section 6.04(a). The Company Indemnified Parties shall not be entitled to indemnification pursuant to this Article VI (except for claims based on fraud, willful misconduct or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by misrepresentation, and except for claims for breaches of any Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds the Deductible, and then the Company or Mill▇▇ ▇▇▇ll Indemnified Parties shall be entitled to indemnification for the amount of all such Losses in excess of the Deductible subject to the limitation provided for in Section 6.04(b). (d) For purposes of this Article VI, the representations and warranties of the Company and the Company Stockholders shall not be deemed qualified by any references to be a reduction of the Purchase Price paid by Buyer under this Agreementany materiality, Company Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any Except in the case of (A) claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement grounded in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer actual fraud in connection with this Agreement or the transactions contemplated hereby or (B) any breach of a Fundamental Representation by a Member, no Party shall have any liability for any Adverse Consequences resulting from a breach of this Agreement until the aggregate amount of such Adverse Consequences exceeds an amount equal to One Hundred Twenty Thousand Dollars ($120,000) (the “Deductible”), whereupon all Adverse Consequences from the first dollar will be recoverable. (ii) Except in the amount case of damages that it can recover from the other (A) claims grounded in the event that Buyer successfully proves intentional actual fraud or intentional fraudulent conduct in connection with this AgreementAgreement or the transactions contemplated hereby or (B) any breach of a Fundamental Representation by a Member, the aggregate liability of any Member under this Section 8 shall be capped at allocated to such Member on Schedule 3. All Indemnifiable Costs paid In no event will any Member’s aggregate liability hereunder exceed . (iii) None of the Parties will have any liability to another Party under this Section 8 for any Adverse Consequence to the extent (i) such Adverse Consequence relates to a liability or matter with respect to which the aggrieved Party has made recovery from a Person other than another Party to this Agreement (to the extent of such recovery) or (ii) such Adverse Consequence would not have arisen but for a voluntary act or omission after the Closing by the Company aggrieved Party outside the Ordinary Course of Business or Mill▇▇ ▇▇▇ll be deemed to be a reduction at the express written instruction of the Purchase Price paid by Buyer aggrieved Party outside the Ordinary Course of Business. (iv) The amount of any and all Adverse Consequences under this AgreementSection 8 shall be determined net of any amounts actually recovered by the indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Adverse Consequences (such amounts actually recovered being “Third Party Recoveries”), and any such amounts shall not be counted against the Deductible. Each Party shall use its respective commercially reasonable efforts to make any available Third Party Recoveries prior to seeking indemnification hereunder. (v) Except in the case (A) claims grounded in actual fraud in connection with this Agreement or the transactions contemplated hereby (in respect of which all available rights and remedies may be exercised) or (B) a violation of Section 6 hereof (in respect of which the Parties may also seek non-monetary equitable relief), the Parties’ sole and exclusive remedies with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Section 8; provided that the foregoing shall not limit rights or remedies expressly provided for in any other agreement executed pursuant to this Agreement or rights or remedies which, as a matter of applicable law or public policy, cannot be limited or waived. (vi) In no event will any Party be entitled to recover or make a claim for any amounts in respect of consequential, diminution in value, special, incidental or indirect damages, lost profits, lost business opportunities, damages to reputation, treble, remote, speculative, exemplary or punitive damages and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Adverse Consequences.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Notwithstanding anything to the expiration of the applicable statute of limitations and if so made, such claims contrary contained in this Agreement: (a) An Indemnifying Party shall continue after such date until finally resolvednot be liable for any claim for indemnification pursuant to Section 8.2(a) or Section 8.3(a), (ii) any claims for breach of as the representationscase may be, warranties unless and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder amount of indemnifiable Losses which may be recovered from the Indemnifying Party exceeds $100,0002,500,000, whereupon in which case the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Indemnifying Party shall be liable for all amounts the entire amount of such Losses (the “Basket Limitation”) and the aggregate indemnification obligations of either Indemnifying Party under Section 8.2(a) or Section 8.3(a), as the case may be, shall be limited to $50,000,000; provided, however, that the limitations under this Section 8.6(a) shall not apply to any claim for which indemnification in respect of a breach of Section 3.16 (Taxes) and the Basket Limitation shall not apply to the matter set forth in Schedule 8.6(a). (b) No Indemnified Party may be sought. For purposes make a claim for indemnification under Section 8.2(a) or Section 8.3(a), as the case may be, for breach by the Indemnifying Party of SECTIONS 8.1 or 8.5, any requirement in any a particular representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for after the date on which such event or fact to constitute a misrepresentation or breach of representations and warranties terminate (if such representation or warranty is subject to a time limit) as set forth in Section 8.1. (c) Each Indemnifying Party acknowledges and agrees that for purposes hereof, Losses shall be ignored. Notwithstanding calculated based on the foregoingamount of Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (id) in no event No Indemnifying Party shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer be entitled to indemnification under this Article VIII for any punitive, indirect, consequential, special or Buyer exemplary damages, except to the Company extent payable in connection with, based on or arising out of a Third Party Claim. (e) Each Indemnified Party shall take all commercially reasonable measures to mitigate all Losses upon, and Mill▇▇ ▇▇▇eed after becoming aware of, any event which could reasonably be expected to give rise to Losses. The parties agree that the Purchase Price andlimitations of Section 8.6(a) and the time limits of Section 8.6(b) shall not be applicable for any claims of indemnification pursuant to Section 8.2(b), 8.2(c), 8.3(b), 8.3(c), 8.3(d), 8.3(e), 8.3(f), or 8.3(g) it being understood that any such claims shall not be subject to any time limitations, baskets or maximum payment limitations. (iif) in no event The Acquiror Indemnified Parties shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for not be entitled to indemnification hereunder regarding a breach of SECTION 3.21 (Year 2000a representation, warranty or covenant in respect of which any of the individuals set forth on Schedule 8.6(f) exceed $2,500,000 (absent gross negligence or willful misconducthad actual knowledge prior to the date hereof, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law other than with respect to the conduct matters set forth in Schedule 8.6(a). The HRB Indemnified Parties shall not be entitled to indemnification hereunder regarding a breach of a representation, warranty or covenant in respect of which any of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in individuals set forth on Schedule 1.1(a) had actual knowledge prior to the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementdate hereof.

Limits on Indemnification. All Indemnifiable Costs sought by (a) De minimis Amount and Basket Amount. Notwithstanding anything contained in this Agreement to the contrary, the PSI Indemnified Parties shall not be entitled to indemnification hereunder with respect to any party Losses pursuant to Section 7.1, above, unless and until the aggregate amount of Losses from a single claim of indemnification exceeds Ten Thousand Dollars ($10,000) (the “De minimis Amount”) (it being understood that if a common or related set of occurrences, events or set of facts results in Losses, then such Losses shall be aggregated for purposes of determining whether the De minimis Amount has been satisfied) and unless and except to the extent that the aggregate Losses from all claims with respect thereto in excess of the De minimis Amount exceed, in the aggregate, Two Hundred Thirty Thousand Dollars ($230,000) (the “Basket Amount”), and then indemnification hereunder shall be net of any insurance proceeds received by only to the extent such Person with respect Losses exceed the Basket Amount. The parties agree that the De minimis Amount is to such claim (less the present value of any premium increases occurring serve as a result “trigger” for indemnification (and not a deductible) and the Basket Amount is to serve as a “deductible”. Notwithstanding the foregoing, the De Minimis Amount and the Basket Amount shall not apply to limit the indemnification to which the PSI Indemnified Parties may be entitled for Losses to the extent that such Losses arise out of such claim). Except for or relate to (i) any claims for misrepresentation or breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved)any Fundamental Representation, (ii) any claims for misrepresentation or breach of the representationsrepresentations and warranties set forth in Section 3.14 (Taxes), warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of a covenant or agreement made or to be performed by the representationsSeller or Shareholders pursuant to this Agreement, warranties (iv) any claim based upon fraud, (v) any Pre-Closing Taxes or covenants Taxes relating to the Reorganization or any Excluded Liability that is not satisfied in full at the Closing, (vi) any of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinmatters set forth on Exhibit 7.1(e), (vii) any Excluded Environmental Matters (the right matters referred to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, clauses (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price andthrough (vii), (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyercollectively, the Company “Excluded Items”) or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to (viii) the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementReorganization.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Sections 8.02(a) (other than with respect to the representation and warranty set forth in Section 3.14(i)) or 8.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $250,000 (the “Indemnification Threshold”) after which the Indemnifying Party shall fully indemnify the other party hereunder for the total of such Losses; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.02(a) (other than with respect to the representation and warranty set forth in Section 3.14(i)) or 8.03(a) shall be an amount equal to $4,000,000, (iii) neither party hereto shall have any liability under any provision of this Agreement or the Ancillary Agreements for any punitive damages, and (iv) the Sellers shall have no obligation to indemnify any Purchaser Indemnified Party for any breach of the Sellers representations, warranties, covenants or agreements contained herein which is corrected pursuant to an amendment or supplement to the Disclosure Schedule made prior to the Due Diligence Expiration Date pursuant to Section 5.13. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance proceeds or other recoveries actually received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Indemnified Party or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer its Affiliates in connection with this Agreement or in the amount facts giving rise to the right of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementindemnification.

Limits on Indemnification. All Indemnifiable Costs sought (a) An Indemnitee is not entitled to indemnification pursuant to SECTION 6.2 or 6.3 unless (a) all the Contemplated Transactions are consummated, (b) the Indemnitee requests by any party hereunder shall be net written notice to the Indemnifying Party payment or reimbursement of the Loss within twenty-four (24) months after the Closing or the applicable limitations period (as provided in Section 6.1), (c) the Indemnitee furnishes to the Indemnifying Party evidence conclusively establishing the nature and amount of the Losses, (d) the amount of the Loss has been determined and is absolute and liquidated (not contingent), and (e) the Indemnitee has complied with Section 6.4(a). Notwithstanding anything in this Agreement to the contrary, (1) no Indemnitee identified in Section 6.2 or Section 6.3 is entitled to indemnification pursuant to Section 6.2 or Section 6.3, respectively, unless the total, cumulative amount of all Losses for which the Indemnitee has requested indemnification exceeds $100,000, and (2) the maximum, cumulative, aggregate amount of any insurance proceeds received by such Person Indemnifying Party's liability under this Article VI is limited to $8,500,000, and an Indemnifying Party shall not have any liability under this Article VI on account of those matters for any amount, whether individually or in the aggregate, in excess of $8,500,000. (b) Buyers' remedies with respect to such claim (less Losses specified in Section 6.2 shall be satisfied first by an off-set against any amount owed under the present value Contingent Payment, provided that the amount of any premium increases occurring the Loss is due and owing to Buyers as a result of such claim). Except for a legitimate claim arising from a breach of any warranty, obligation or representation of Seller or any of the Shareholders under this Agreement and either (i) any claims for breach no dispute exists over the amount or validity of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Loss or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) the Loss has been determined by a final, nonappealable order or judgment of a court. Buyers shall not satisfy any claims for breach other asserted Loss by an off-set against any liability, obligation or indebtedness owed to Seller or any Shareholder by Buyers without complying with the ensuing provisions. As required by SECTION 6.4 above, Buyers promptly shall notify the Indemnifying Party of either the incidence of a Loss or the existence of any known set of facts that, if not corrected, might result in a Loss. The Indemnifying Party will have twenty (20) calendar days following the effective date of Buyers' notice of a Loss to notify Buyers of any objection that he or it has to the validity or amount of the representations, warranties and covenants Loss. If the Indemnifying Party does not notify Buyers of his or its objection to the validity or amount of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 Loss within the twenty (for which indemnification claims must be made 20) day period, Buyers (at their election) may recover the amount of the Loss payable by Seller or any of the Shareholders by a set-off against any indebtedness that it owes to Seller or any of the Shareholders. If the Indemnifying Party timely notifies Buyers of an objection to the validity or amount of a Loss, however, Buyers, at any time after before the Closing) due date of any amount payable by them to the Seller or (iii) any claims for breach of the representationsShareholders, warranties or covenants may pay over and deliver to SunTrust Bank, Tampa Bay, as the escrow agent (the "INDEMNITY ESCROW AGENT"), for deposit in escrow pursuant to the ensuing escrow instructions, the amount of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to set-off claimed by the expiration Indemnified Party in respect of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved)indemnity claim. The Company and Mill▇▇ ▇▇▇ll not amount of any disputed indemnity claim on deposit with the Indemnity Escrow Agent will be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, applied as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, follows: (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law The escrow will continue with respect to the conduct disputed amount for not more than sixty (60) days following its deposit with the Indemnity Escrow Agent, during which time Buyers and the Indemnifying Party shall attempt in good faith to resolve the dispute between them; (ii) If the dispute between Buyers and the Indemnifying Party is resolved, the Indemnity Escrow Agent, upon receipt of a written notice of resolution signed by Buyers and the CompanyIndemnifying Party, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the shall pay over and distribute such amount of damages that it can recover from escrow funds, in such a manner, and to such persons as Buyers and the other Indemnifying Party specify in their notice to the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection Indemnity Escrow Agent; and (iii) If the dispute between Buyers and the Indemnifying Party has not been resolved within sixty (60) days, the Indemnity Escrow Agent shall interplead with this Agreementa court of competent jurisdiction an amount equal to the disputed indemnity claim. All Indemnifiable Costs paid by A dispute between Buyers and the Company or Mill▇▇ ▇▇▇ll Indemnifying Party over a Loss will be deemed to be a reduction conclusively resolved by any written agreement between Buyers and the Indemnifying Party or, failing agreement, by final adjudication of the Purchase Price paid dispute by Buyer under a court having jurisdiction over it. The Indemnity Escrow Agent is entitled to rely conclusively on any written agreement between Buyers and an Indemnifying Party concerning the disposition or application of any escrowed funds or on any order of a court establishing the entitlement of either Buyers or the Indemnifying Party to the escrow funds. Any payment by Buyers to the Indemnity Escrow Agent in accordance with the foregoing escrow provisions will not constitute a breach of this Agreement, regardless of the ultimate resolution of the dispute between Buyers and the Indemnifying Party. Any escrowed funds applied or disbursed by the Indemnity Escrow Agent to Buyers or the Indemnifying Party in accordance with these escrow instructions will be owned by the recipient, free and clear of all claims of the other parties. Upon application of all the escrowed funds pursuant to these escrow instructions or upon interpleading of all the escrowed funds with a court having jurisdiction, these escrow provisions will terminate and the Indemnity Escrow Agent will be released from all further responsibility. Property held in escrow by the Indemnity Escrow Agent pursuant to these escrow instructions will not be subject to a setoff, counterclaim, recoupment, or other right the Indemnity Escrow Agent might have against any party to this Agreement (except with respect to any payments due the Indemnity Escrow Agent pursuant to these escrow provisions) or against any other person for any reason whatsoever. The Indemnity Escrow Agent will not be liable for any act or omission by it pursuant to these escrow instructions that is done in good faith and in the exercise of its best judgment, except for willful conduct or grossly negligent acts or omissions. The Indemnity Escrow Agent shall invest and reinvest the escrowed funds from time to time in a time deposit account that accrues interest daily, a short-term trust for United States government securities, time deposit certificates or other evidences of deposit or short-term securities that in each case are issued or guaranteed by the United States or any agency of the United States and have maturities of not more than thirty (30) days. However, all investments by the Indemnity Escrow Agent must be readily convertible into cash on short notice. Interest earned on the escrowed funds will inure to the party who ultimately prevails in the dispute over the indemnity claim.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person Notwithstanding anything to the contrary contained in this Agreement: (a) The Indemnified Party’s sole and exclusive remedy with respect to such claim any and all Losses shall be limited to, and shall not exceed, the Escrow Amount; except as provided in Section 4.5 below. No indemnification pursuant to this ARTICLE IV shall be made unless the aggregate amount of Indemnified Losses incurred by the Indemnified Parties hereunder exceeds Seven Hundred Fifty Thousand Dollars (less $750,000) (the present value “Threshold Amount”), in which case, subject to Section 4.4, the entire amount of all Indemnified Losses suffered by the Indemnified Parties (from the first dollar of Loss without reference to the Threshold Amount) shall be recoverable by the Indemnified Parties; provided, however, that indemnification claims with respect to any premium increases occurring as a result of such claim). Except for Special Losses shall be (i) recoverable from the first dollar of Loss without any claims reference to, or any requirement to exceed, the Threshold Amount, and (ii) included, notwithstanding the preceding clause (i), as Indemnified Losses for the purposes of determining whether the Threshold Amount has been realized or exceeded. (b) No Indemnified Party may make a claim for indemnification under Section 4.2 for breach by the Indemnifying Party of a particular representation, warranty, covenant or agreement by NMI contained herein, in any schedule, exhibit or certificate delivered under this Agreement or in respect of any Loss, including any Special Losses, after the expiration of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 applicable survival period set forth in Section 2.30; provided that any (i) claim arising in connection with a Claim Notice delivered on or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute survival period shall survive (and shall be fully “tolled” for all purposes of limitations and if so made, this Agreement) for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period until such claims shall continue after such date until claim is finally resolved, and (ii) any Special Retention Claim Notice 50 may be delivered at any time on or prior to the second anniversary of the Effective Time irrespective of any applicable survival periods that may apply to any other Claim Notices. (c) Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties after the Closing shall not be limited by the fact that any Indemnified Party had knowledge of any breach, event or circumstance prior to the Closing. (d) Notwithstanding anything to the contrary herein, no Rights Holder shall have any obligation to indemnify any Indemnified Party for any Losses that are actually recovered by the Indemnified Party under any insurance policies (net of any increases in premiums and costs of recovery), and the Indemnified Party shall reimburse the Rights Holders in the event of recovery (net of any increases in premiums and costs of recovery) subsequent to any indemnification payment hereunder being made; provided that nothing in this Section 4.2(d) shall be interpreted to require any Indemnified Party to obtain or maintain insurance of any kind or at any level of coverage. (e) Notwithstanding anything to the contrary herein, each Indemnified Party shall take commercially reasonable action to mitigate any Losses for which such Indemnified Party seeks indemnification under this Agreement, including enforcing any rights or remedies that may be available to such Indemnified Party against third parties (including insurance providers and similar arrangements), promptly upon becoming aware of any event that would reasonably be expected to give rise to any Losses; provided that no Indemnified Party shall be required under this Section 4.2(e) (i) to incur any material cost or expense in taking such action, (ii) to take any claims for breach of the representations, warranties action that would materially prejudice such Indemnified Party’s ability to recover any and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (all Losses for which such Indemnified Party seeks indemnification claims must be made at any time after the Closing) or under this Agreement, (iii) to take any claims for breach action that would harm or adversely affect in any manner, in the reasonable judgment of the representationsIndemnified Party, warranties such Indemnified Party’s business or covenants its relationships with customers or suppliers, or (iv) in respect of any matters related to a Special Retention Claim Notice, take any action, or incur any cost or otherwise modify any of its business practices in any manner, that would, in the sole discretion of Parent, adversely affect Parent’s ability to receive the intended benefits of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior funds allocated to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementSpecial Retention Set Aside.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding anything to the contrary contained in this Agreement and in lieu of qualifying the representations and warranties in ARTICLE II (other than in SECTIONS 2.11, 2.21(E) and 2.25), ARTICLE III and ARTICLE IV (other than in SECTION 4.9) by materiality or Material Adverse Effect, the parties agree that: (a) no amount shall be payable by any Indemnifying Party pursuant to SECTIONS 9.2(A), 9.2(B), 9.3(A) unless (i) with respect to a potential claim, such claim for Indemnifiable Damages exceeds $10,000 and (ii) the aggregate amount of all claims for Indemnifiable Damages exceeds $100,000 (the "INDEMNIFICATION THRESHOLD"), in which case such Indemnified Party shall be entitled to the full amount of such Indemnifiable Damages; PROVIDED, HOWEVER, that the Indemnification Threshold shall not apply to (A) any Indemnifiable Damages pursuant to SECTIONS 9.2(C), 9.2(D) or 9.3(B) of this Agreement, (B) any breach of any representation or warranty by any Seller with respect to the amount of indebtedness for borrowed money of the Mandara Entities other than as set forth on the Current Balance Sheet, pursuant to the Seller Loans (and the similar loan made by Shiseido Co., Ltd.) or otherwise disclosed on the disclosure schedules delivered by Sellers pursuant hereto; or (C) any breach by any Seller of any representation or warranty set forth in SECTION 2.22, solely in the event that and to the extent that Sellers actually received any amounts pursuant to SECTION 6.3 (it being agreed that, except as provided herein, any breach by any Seller of any representation or warranty set forth in SECTION 2.22 shall otherwise be subject to the limitations of this SECTION 9.5(A); PROVIDED FURTHER that, for the avoidance of doubt, the Parties acknowledge and agree that the Indemnification Threshold shall serve as a trigger for indemnification and not as a deductible; (b) the maximum amount of Indemnifiable Damages for which indemnity may be recovered from Sellers in the aggregate pursuant to this Agreement shall be an amount equal to $5,000,000 (the "INDEMNIFICATION CAP"); 34 40 (c) the maximum amount of Indemnifiable Damages for which indemnity may be recovered from Buyer and Stei▇▇▇ ▇▇ the aggregate shall be an amount equal to the Indemnification Cap; PROVIDED, HOWEVER, that this limitation shall not apply with respect to any failure of any party to pay and deliver any amount pursuant to SECTIONS 1.3, 1.4 or 1.5 hereof; (d) the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be net of any insurance proceeds received insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto actually realized by such Person Buyer Indemnified Parties (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Indemnifiable Damages); (e) notwithstanding any provision to the contrary contained in this Agreement, in the event that an Indemnifying Party can establish that an Indemnified Party had actual knowledge, on or before the date of this Agreement, of a breach of a representation or warranty of the Indemnifying Party upon which a claim for indemnification by the Indemnified Party is based, then the Indemnifying Party shall have no liability for any indemnified losses resulting from or arising out of such claim; PROVIDED, HOWEVER, that this limitation shall not apply with respect to any breach of a representation or warranty known to the Indemnified Party with respect to which the Indemnified Party provided written notice of to the Indemnifying Party prior to the date of this Agreement; (f) in the event that Sellers are required to make any payments pursuant to a claim for Indemnifiable Damages, Sellers shall have the option of paying and satisfying all or any portion of such claim (less the present value of any premium increases occurring as by a result of such claim). Except reduction, on a dollar for (i) any claims for breach dollar basis, of the representationsoutstanding principal amount, warranties and covenants if any, of the Company Notes, it being agreed that any such reduction shall be made in a pro rata manner as between the Sellers based on based on their Pro Rata Percentages (and MillBuyer and Stei▇▇▇ ▇▇▇er SECTIONS 3.11 eby agree that, while any amounts remain payable under the Notes, they shall not enter into any agreement or 3.14arrangement that would otherwise prohibit, hereof restrict or otherwise limit Sellers right to offset pursuant to this Agreement and/or any of the Notes); (g) the amount of any Indemnifiable Damages claimed by any Buyer Indemnified Party hereunder shall be reduced to take into account any net reduction in any Tax liability realized by such Buyer Indemnified Party in connection with the Indemnifiable Damages for which indemnification claims must be made is sought hereunder (it being agreed that, promptly after the realization of any such reductions of Indemnifiable Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Sellers for such reduction in Indemnifiable Damages for which such Buyer Indemnified Party was indemnified prior to the expiration realization of the applicable statute such reductions of limitations and if so made, such claims shall continue after such date until finally resolvedIndemnifiable Damages), ; and (iih) any claims for breach of the representations, warranties and covenants of the Company and Millneither Buyer nor Stei▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated have the right to pay seek recovery or payment in respect of any amounts for indemnification under this ARTICLE VIII until Indemnifiable Damages if (A) the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000matter(s) that gave rise to such Indemnifiable Damages is cured, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought repaired or otherwise remedied by the Company Mandara Entities and (B) the amounts expended to cure, repair or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty otherwise remedy such damages are treated as expenses that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in reduce the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction EBITDA of the Purchase Price paid by Buyer under Mandara Entities earned during the Test Period for the purposes of SECTION 1.5 of this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding any provision of this Agreement to the contrary: (a) The Indemnified Party may not make a claim for indemnification under Section 9.2(a) or Section 9.3(a), as the case may be, for breach by any party hereunder shall be net the Indemnifying Party of any insurance proceeds received by such Person a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1 with respect to such claim (less the present value of any premium increases occurring as a result representation or warranty unless notice of such claim). Except for (i) any claims for breach of claim was provided to the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made Indemnifying Party prior to the expiration of the applicable statute survival period. (b) Each Indemnified Party acknowledges and agrees that for purposes hereof, Losses shall be calculated based on the amount of limitations Loss that remains after deducting therefrom any insurance proceeds and if so madeany indemnity, such claims contribution or other similar payment actually received by an Indemnified Party from any third party with respect thereto. (c) The Company's obligations under Section 9.2 shall continue after such date be subject to the following limitations: (i) The Company shall not have any liability for Losses until finally resolvedthe aggregate amount of all Losses relating thereto for which the Company would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $50,000, at which point the Company, subject to the other provisions of this Section 9.5(c), shall indemnify the Company for such Losses, but only to the extent such Losses exceed $50,000; (ii) The Company shall not have any claims liability for breach Losses to the extent the aggregate amount of the representations, warranties and covenants of Losses relating thereto for which the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which would otherwise be required to provide indemnification claims must be made at any time after the Closing) or exceeds on a cumulative basis an amount equal to $3,000,000. (iii) The Company shall not have any claims liability for breach of the representationsany incidental, warranties punitive or covenants of the Company consequential damages; (d) REG's and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must Purchaser's obligations under Section 9.3 shall be made prior subject to the expiration of the time periods contained therein), the right following limitations: (i) Neither REG nor Purchaser shall have any liability for Losses to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior be indemnified pursuant to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII Section 9.3(a) until the aggregate amount of all Losses relating thereto for which REG and Purchaser would otherwise be required to provide indemnification obligation sought by Buyer hereunder exceeds on a cumulative basis an amount equal to $100,00050,000, whereupon at which point REG and Purchaser, subject to the other provisions of this Section 9.5(d), shall indemnify the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoingLosses, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer but only to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, extent such Losses exceed $50,000; (ii) in no event Neither REG nor Purchaser shall have any liability for Losses to be indemnified pursuant to Section 9.3(a) to the extent the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud Losses relating thereto for which REG and Purchaser would otherwise be required to provide indemnification exceeds on a cumulative basis an amount equal to $3,000,000. (iii) Neither REG nor Purchaser shall not have any liability for any incidental, punitive or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.consequential damages;

Limits on Indemnification. All (a) From and after the Closing, the Securityholders will not have any obligation to indemnify Parent Indemnitees with respect to any Indemnifiable Costs sought Losses arising under Section 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the Capitalization Representations, (2) any breach of a Tax Representation to the extent such breach results in Parent Indemnified Taxes, and (3) any breach of the representation and warranty set forth in Section 4.5(d) to the extent such breach results in Affiliate Indebtedness Losses) until Parent Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $50,000.00 (the “Basket”) (at which point the Securityholders will be obligated to indemnify Parent Indemnitees for all such Indemnifiable Losses). (b) The aggregate liability of Securityholders pursuant to this Article 7 with respect to all Parent Indemnifiable Losses under Section 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by (1) any breach of the Capitalization Representations, (2) any breach of a Tax Representation to the extent such breach results in Parent Indemnified Taxes, and (3) any breach of the representation and warranty set forth in Section 4.5(d) to the extent such breach results in Affiliate Indebtedness Losses) shall not exceed $3,000,000.00. (c) The aggregate liability of each Founder with respect to all Parent Indemnifiable Losses arising under Section 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or caused by any party hereunder breach of the Capitalization Representations) and/or Sections 7.2(a)(ii), (iii), (v), (vi) and/or (vii) shall not exceed the aggregate Merger Consideration received by all Securityholders pursuant to this Agreement. For the avoidance of doubt, the aggregate liability of each Founder with respect to all Parent Indemnifiable Losses based upon, arising out of or caused by any breach of the Capitalization Representations or arising under Section 7.2(a)(iv) shall not be limited. (d) The aggregate liability of each Securityholder (other than the Founders, whose liability is not limited by this subsection (d)) with respect to all Parent Indemnifiable Losses arising under Section 7.2(a) shall not exceed the aggregate Merger Consideration received by such Securityholder pursuant to this Agreement. (e) The amount of any Indemnifiable Losses payable to any Indemnified Party under this Article 7 shall be net of any insurance the excess, if any, of (1) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (2) the costs and expenses (including reasonable attorneys’ fees) of collecting the proceeds described under paragraph (1) above. (f) The liability of any Person under Article 7 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 7.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (a) the amounts of recovery sought or awarded in any such claim for fraud, (b) the time period during which a claim for fraud may be brought, or (c) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, that with respect to such claim (less rights and remedies at law or equity, the present value parties hereto further acknowledge and agree that none of the provisions of this Article 7, nor any reference to Article 7 throughout this Agreement, shall be deemed a waiver of any premium increases occurring as a result defenses which may be available in respect of such claim). Except for (i) any actions or claims for breach fraud, including but not limited to, defenses of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute statutes of limitations and if so made, such claims shall continue after such date until finally resolved), or limitations of damages. (iig) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in determining whether any representation or warranty that an event has been breached for purposes of this Article 7, each representation and warranty contained in this Agreement for which indemnification can be or fact is sought hereunder shall be material read without regard to materiality (including Company Material Adverse Effect or have a ▇▇▇▇▇▇ Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementqualifications contained therein.

Limits on Indemnification. All Indemnifiable Costs sought by (a) In calculating amounts payable to an Indemnified Party, the amount of the Losses (i) shall not be duplicative of any party hereunder other Loss for which an indemnification claim has been made, (ii) shall be computed net of any insurance proceeds received amounts actually recovered by such Person Indemnified Party under any insurance policy with respect to such claim Loss, and (less the present value iii) shall be reduced to take account of any premium increases occurring as net Tax benefit realized by such Indemnified Party arising from the incurrence or payment of any indemnity payments hereunder. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit after the incurrence or payment of any indemnified Loss. (b) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification hereunder. (c) The Buyer shall not have any right to set-off any Losses against any payments to be made by the Buyer or any of its affiliates pursuant to any Ancillary Agreement to which the Buyer is a result party or any other agreement with the Buyer or any of its affiliates. (d) In any case where an Indemnified Party recovers from third parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Section 9, such claimIndemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery). Except for , but not in excess of the sum of (i) any claims for breach amount previously so paid by the Indemnifying Party to or on behalf of the representations, warranties Indemnified Party in respect of such matter and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (e) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any employee, advisor, agent or representative of the representationsBuyer or any of its affiliates specified on Schedule 9.9(e) has, warranties and covenants as of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for date hereof, actual knowledge of any fact, event or circumstance which indemnification claims must be made at constitutes a breach by the Sellers of any time after the Closing) of their representations or (iii) any claims for breach of the representationswarranties contained in this Agreement, warranties then such fact, event or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll circumstance cannot be obligated to pay asserted by any amounts Buyer Indemnified Party as a basis for any indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementSection 9.

Limits on Indemnification. All Indemnifiable Costs A claim will be deemed covered by this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the party against whom it is made no later than sixty (60) days after expiration of said period. The party seeking indemnification (the “Indemnified Party”) agrees to give to the party against whom indemnification is sought by any party hereunder shall be net (the “Indemnifying Party”) reasonable notice of any insurance proceeds received by such Person claim for which any of them would be liable for indemnification hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for or with respect to the first Twenty Thousand Dollars ($20,000) of the aggregate amount of all such claim damages and liabilities (less including related costs and expenses) for which Indemnifying Party, but for this sentence, would be liable under this Agreement or any certificate or instrument furnished to Indemnified Party pursuant hereto (hereinafter the present value “Basket”); provided, however, in the event the aggregate amount of any premium increases occurring as a result of all such claim). Except damages and liabilities exceed the Basket, the Indemnifying Party shall be liable for all such damages and liabilities (including related costs and expenses) from the first dollar notwithstanding the Basket; provided, further, that the Basket shall not apply to (i) any claims for breach claim of Indemnified Party relating to any intentional misrepresentation by or on behalf of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved)Indemnifying Party, (ii) any claims claim relating to any liability of Indemnified Party for breach any liability to be retained or paid by one or more of the representationsIndemnifying Party pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for a breach of the representations, warranties any obligation or covenants covenant of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration Indemnifying Party hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by any of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of them in connection herewith or the Closing Date hereunder, or (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay iv) any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company inaccuracy or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement incorrectness in any representation or warranty that an event contained in Section 3.02, 3.03, or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement3.30 hereof.

Limits on Indemnification. (a) All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Sellers under Sections 3.1, 3.2, 3.3, 3.6, 3.17 or 3.14, 6.5(d) hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations or any extension thereof consented to by the Indemnifying Party and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third second anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll Sellers shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000160,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Sellers shall be liable for all amounts for which indemnification may be soughtsought in excess of such amount. Notwithstanding the foregoing, in no event shall the aggregate liability of either Seller for indemnification exceed the respective portion of the Purchase Price received by such Seller. However nothing in this Article VIII shall limit Buyer or Sellers in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of Sellers or Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. (b) Notwithstanding the foregoing or any provision contained in this Agreement to the contrary, each Seller shall have sole liability in respect of breaches of his respective representations, warranties or covenants in respect of such Sellers and his Shares, which liability shall in all respects be several and not joint, and the other Seller shall not have any liability for the breaches of any representation, warranty or covenant in respect of the other Seller or such other Seller's Shares. (c) For purposes of SECTIONS Sections 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, . (id) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll Sellers shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement. (e) Notwithstanding anything to the contrary contained in this Article VIII, any party may undertake the defense of any third party claim pursuant to alleged indemnification obligations hereunder with full reservation of rights, and if it shall ultimately be determined that the party seeking indemnification is not entitled thereto with respect to such claim, then the party seeking indemnification shall reimburse to the party or parties undertaking such defense, all indemnification payments in respect of such claim made as well as the reasonable fees and costs of such defense, including reasonable attorneys fees. No indemnification of, or reimbursement for, the fees or costs of litigation shall be payable under this Article VIII by any party in connection with a bona fide dispute between such party and any other party regarding any matter arising under this Agreement, the costs and expenses of which shall be borne by the parties hereto in accordance with the terms of Section 10.4.

Limits on Indemnification. All Indemnifiable Costs sought (a) The right to indemnification, reimbursement or other remedy based upon the representations, warranties, covenants and obligations contained in this Agreement shall not be affected by any party hereunder investigation conducted with respect to, or any knowledge acquired at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, or if the Closing occurs with such knowledge, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation; it being agreed that such representations, warranties, covenants and obligations are intended to reflect a negotiated allocation of risk between the parties. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the Sellers shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 11.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Sellers equals or exceeds $200,000, in which case the Sellers shall be liable only for the Losses in excess of such amount; and (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Purchaser Indemnified Parties pursuant to Section 11.2(a) shall be an amount equal to $4,250,000, provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or breach of Section 4.18 or a Fundamental Representation. (c) For all purposes of this Article XI, “Losses” shall be net of any insurance proceeds or other recoveries actually received by such Person the Indemnified Party or its Affiliates in connection with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 event or 3.14, hereof (for which indemnification claims must be made prior fact giving rise to the expiration right of indemnification; provided that neither the applicable statute Indemnified Party nor any of limitations and if so made, such claims its Affiliates shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay seek any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company insurance or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementrecoveries.

Limits on Indemnification. All Indemnifiable Costs sought by any party ------------------------- hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of BSG Parent and the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Stockholders under Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.17 or 3.14, Article VI hereof (the ------------ --- --- --- --- ---- ---------- indemnification for which indemnification claims must be made prior to shall expire on the expiration of the applicable statute of limitations or, in the case of covenants in Article VI which have a ---------- specific expiration date, as of such date, and if so made, such claims claims, and all Indemnifiable Costs incurred thereafter, shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE Article VIII shall expire on the third anniversary of March 31, 2001 following the Closing Date ------------ (except for any claims for Indemnifiable Costs made prior to such date which claims shall continue after such date until finally resolved). The Company Stockholders and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer BSG Parent shall not be obligated to pay any amounts for indemnification under this ARTICLE Article VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ------------ ▇▇▇eunder ▇▇▇ Holdings hereunder exceeds $100,000500,000, whereupon Buyer Stockholders and BSG Parent shall be liable for all amounts for which indemnification may be sought. For purposes sought in excess of SECTIONS 8.1 or 8.5, any requirement the first $200,000 in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignoredclaims. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company Stockholders and Mill▇▇ ▇▇ Buyer or Buyer BSG Parent to the Company and Mill▇▇ ▇▇▇eed ▇▇▇ Holdings for breach of representations and warranties exceed the sum of the Purchase Price andand the Redemption Price, (ii) in no event as adjusted pursuant to the terms hereof; provided, however, that such limitation shall not include and shall not limit any claims for the aggregate liability breaching of the Company or Mill▇▇ ▇▇ Buyer for a breach representations and warranties of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductthe Stockholders and BSG Parent under Sections 3.1, in which case only the liability cap in subclause (i) above shall apply)3.2, 3.3, 3.4, and 3.6. However ------------ --- --- --- --- nothing in this ARTICLE Article VIII shall limit Buyer, the Company or Mill▇▇▇▇▇▇ ▇▇ Holdings or Stockholders in ------------ exercising or securing any remedies provided by applicable statutory or common law with respect to the fraudulent conduct of the CompanyStockholders, MillBSG Parent or ▇▇▇▇▇▇ ▇▇ Buyer Holdings in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer ▇▇▇▇▇▇ Holdings or Stockholders successfully proves prove intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by Other than as set forth in the Company or Mill▇▇ preceding sentence, the indemnification provided for in this Section VIII is intended to ------------ be the exclusive monetary remedy of ▇▇▇ll be deemed ▇▇▇ Holdings or Stockholders with regard to be a reduction of the Purchase Price paid transactions contemplated by Buyer under this Agreement.

Limits on Indemnification. All The following provisions shall apply to limit the Parties’ ability to recover for Indemnifiable Costs sought by Losses pursuant to Section 9.2; or: {N0221423 } 65 (a) Except with respect to fraud, the aggregate liability of the Seller to indemnify the Buyer Indemnitees from and against any party hereunder Buyer Indemnifiable Losses shall be limited to the Escrow Amount. (b) The Seller shall not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses pursuant to Section 9.2(a)(i), except with respect to Fundamental Representations, unless and until the Buyer Indemnitees have first suffered aggregate Buyer Indemnifiable Losses in excess of 0.5% of Base Price (the “Deductible”) (at which point the Seller shall be obligated to indemnify the Buyer Indemnitees for the amount of such excess up to the Indemnity Escrow Amount). (c) No Indemnifying Party shall have any obligation to indemnify any Indemnified Party from and against any Indemnifiable Loss resulting from a breach of a representation, warranty, covenant or agreement made in this Agreement unless on or prior to the Warranty Termination Date, such Indemnified Party gives written notice of such claim to the Indemnifying Party pursuant to Section 9.4. (d) The amount of any Indemnifiable Losses payable under Article IX by an Indemnifying Party will be (i) computed net of any insurance proceeds received by such Person (excluding proceeds of the RWI Policy) actually recovered with respect thereto (which the Indemnified Party shall use commercially reasonable efforts to recover but shall not be required to commence litigation against any insurer or third party) net of out-of-pocket fees, expenses and costs incurred in recovering such amounts, including any deductible paid and any resulting increase in premium or Tax costs actually realized by the Indemnified Party, (ii) net of any Tax benefit actually realized (including as a refund, reduction in Taxes payable, or credit against Tax liability) by the Indemnified Party attributable to such claim Loss in the year, or the subsequent two (less 2) years, of such Loss, (iii) reduced by any recovery from any third Person in respect of the present value Indemnifiable Loss net of out-of-pocket fees, expenses and costs incurred in recovering such amounts, and (iv) net of any premium increases occurring amounts accrued on the Final Closing Balance Sheet. Any indemnification payments made pursuant to Article IX shall be treated for all relevant Tax purposes as a result an adjustment to the Final Purchase Price. No Indemnified Party shall be entitled to double recovery for any adjustments to the Final Purchase Price provided for hereunder or for any Indemnifiable Losses even though such Indemnifiable Losses may have resulted from the breach of such claim). Except for (i) any claims for breach more than one of the representations, warranties warranties, covenants and covenants agreements contained in this Agreement or any other agreement executed in connection herewith. (e) Each Indemnified Party shall take and shall cause their respective Affiliates to take all commercially reasonable steps to mitigate the Indemnifiable Losses upon and after becoming aware of the Company any event which would reasonably be expected to give rise to any Indemnifiable Losses, including without limitation using commercially reasonable efforts to collect available insurance proceeds and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14to pursue recoveries against third Persons; provided, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so madehowever, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Indemnified Party shall not be obligated required to pay commence litigation against any amounts for indemnification insurer or third party. The reasonable costs and expenses of mitigation hereunder shall constitute indemnifiable Losses under this ARTICLE VIII until Agreement. (f) The right of any Buyer Indemnitee to seek indemnification pursuant to Section 9.2(a)(i) shall not be affected or deemed waived by reason of the aggregate indemnification obligation sought fact that, based on any {N0221423 } 66 facts or circumstances known, or that should have been known, by Buyer or any other Buyer Indemnitee, including from any investigation made by or on behalf of such Buyer Indemnitee, the Company information made available in the Data Room or Mill▇▇ ▇▇▇eunder exceeds $100,000given to such Buyer Indemnitee (except, whereupon Buyer for the avoidance of doubt, any disclosure of any fact or item in any portion of the Disclosure Schedules). (g) Notwithstanding any provision to the contrary herein, an Indemnified Party shall not be liable entitled to recover for all amounts for which indemnification may be sought. any punitive damages (except to the extent payable, awarded or assessed against an Indemnified Party in connection with a Third Party Claim or judgment of a Governmental Entity). (h) For purposes of SECTIONS 8.1 determining whether any inaccuracy or 8.5, any requirement in breach of any representation or warranty that an event or fact contained in this Agreement has occurred and the amount of Losses therefrom, the determination shall, in each case, be material or have a made without references to the terms “material,” “materially,” “Material Adverse Effect, ,” “material adverse effect” or other similar qualifications as appropriate, to materiality (including specific monetary thresholds) contained or incorporated in order for such event or fact to constitute a misrepresentation or breach of any such representation or warranty shall be ignored. Notwithstanding the foregoing, warranty. (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price andEXCEPT WITH RESPECT TO FRAUD OR PURSUANT TO SECTION 7.3, THE RIGHTS OF INDEMNITY PROVIDED IN THIS ARTICLE IX ARE EACH PARTY’S SOLE AND EXCLUSIVE REMEDY AFTER THE CLOSING WITH RESPECT TO ANY AND ALL CLAIMS OF ANY KIND WHATSOEVER AGAINST ANY OTHER PARTY ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY AND ALL BREACHES OR ALLEGED BREACHES OF ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF THE PARTIES, OR ANY OTHER PROVISION OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY) AND ALL OTHER REMEDIES AND RIGHTS OF INDEMNITY OR CONTRIBUTION, WHETHER CREATED BY LAW OR OTHERWISE, EXCEPT WITH RESPECT TO FRAUD OR PURSUANT TO SECTION 7.3, ARE HEREBY WAIVED. IN FURTHERANCE OF THE FOREGOING, EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY ACTION OR PROCEEDING OF ANY KIND, IN ALL INSTANCES, FOR ITSELF AND ON BEHALF OF ANY AFFILIATE, FROM AND AFTER THE CLOSING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST ANY OTHER PARTY OR ANY REPRESENTATIVE, AGENT OR ADVISOR OF ANY OTHER PARTY, OR THEIR RESPECTIVE MEMBERS, PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES AND THEIR RESPECTIVE AFFILIATES, IN EACH CASE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE BUSINESSES, ASSETS AND OPERATIONS OF THE COMPANY, INCLUDING WITHOUT LIMITATION ALL RIGHTS TO RESCISSION, ARISING UNDER OR BASED UPON ANY LEGAL REQUIREMENTS OR OTHERWISE, OTHER THAN (I) CLAIMS FOR INDEMNIFICATION ASSERTED AS PERMITTED BY AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS ARTICLE IX (INCLUDING ANY SUCH RIGHTS, {N0221423 } 67 CLAIMS OR CAUSES OF ACTION ARISING UNDER OR BASED UPON COMMON LAW OR OTHER LEGAL REQUIREMENTS), (iiII) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of WITH RESPECT TO FRAUD OR (III) CLAIMS FOR SPECIFIC PERFORMANCE PURSUANT TO SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement7.3.

Limits on Indemnification. All Indemnifiable Costs sought (a) Absent fraud or willful or intentional misconduct, the indemnification and contribution provided by any party hereunder the Indemnifying Party pursuant to Section 8.1 shall be net the sole and exclusive remedy for any Losses. (b) No indemnity claim under this Article VIII is payable until it has been established in a final non-appealable order, judgment or adjudication established pursuant to the dispute resolution mechanism set forth in Section 10.7. The amount of any insurance proceeds received payment by such Person with the Indemnifying Party to the Indemnified Parties under this Article VIII in respect to such claim (less the present value of Losses resulting from or arising out of any premium increases occurring as a result of such claim). Except for (i) any claims for breach indemnification or contribution claim made pursuant to Section 8.1 shall in no event exceed 20% of the representations, warranties and covenants aggregate purchase price paid to the Company by the Purchaser in consideration of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved)Purchased Shares. The Company and Mill▇▇ ▇▇▇ll Indemnifying Party shall not be obligated to pay liable for any amounts claim for any indemnification under this ARTICLE Article VIII unless and until the aggregate indemnification obligation sought by Buyer hereunder amount that would be recoverable from the Indemnifying Party in respect of that claim, when aggregated with any other amount or amounts recoverable in respect of other Claims, exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductUS$1,000,000, in which case only the liability cap in subclause Indemnified Party shall be entitled to claim for the total amount that is recoverable from all Claims and not just the excess above US$1,000,000 (i) above shall applythe “Basket”). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the no amount of an individual Claim is recoverable or may count toward the Basket if such individual Claim does not exceed US$500,000. (c) No Loss caused by change after the date hereof of law, regulation or governmental policy is recoverable. The Indemnified Party shall not be entitled to recover damages that it can recover from the other or obtain payment, reimbursement, restitution or indemnity more than once in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll respect of any one matter giving rise to more than one Claim. (d) Any indemnity claim shall be deemed to have been withdrawn within three (3) months after an indemnification notice is given, unless legal proceedings (including arbitration proceedings) in respect of it have been commenced by reference to the dispute resolution mechanism set forth in Section 10.7. No new Claim may be a reduction made in respect of the Purchase Price paid by Buyer under this Agreementfacts, matters, events or circumstances giving rise to any such withdrawn claim.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted against either party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) and the maximum aggregate amount of indemnifiable Losses that may be recovered from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a), in each case, shall be $27,500,000 (the “Cap”); provided, that any Losses resulting from breaches by the Seller or the Buyer of any of the Core Representations, Tax Representations or Environmental Representations shall not be subject to the Cap and such Losses shall not count towards satisfaction of the Cap; provided further, that the aggregate amount of all indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Article VI or Sections 8.2(a) or (c) or from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a) (including, in each case, with respect to any Losses resulting from breaches of any Core Representation) shall not exceed, in each case, the Purchase Price; provided further, that for the avoidance of doubt, the Cap shall not apply to any indemnifiable Losses resulting from any Excluded Liabilities or Assumed Liabilities. (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $2,500,000 (the “Deductible Amount”), in which case the Seller shall be liable only for the Losses in excess of the Deductible Amount, and the Buyer shall not be liable to any Seller Indemnified Party for any claim for indemnification pursuant to Section 8.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Buyer equals or exceeds the Deductible Amount, in which case the Buyer shall be liable only for the Losses in excess of the Deductible Amount; provided, however, in each case, that no Losses may be claimed by any Buyer Indemnified Party or any Seller Indemnified Party or shall be reimbursable by the Seller or the Buyer or shall be included in calculating the aggregate Losses for purposes of this clause (ii) other than Losses in excess of $250,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided further, that Losses resulting from any breaches by the Seller or the Buyer of Core Representations, Tax Representations or Environmental Representations shall not be subject to the Deductible Amount or the Minimum Loss Amount and shall instead be recoverable from the first dollar thereof; provided further, that for the avoidance of doubt, the Deductible Amount and the Minimum Loss Amount shall not apply to any indemnifiable Losses resulting from any Excluded Liabilities or Assumed Liabilities. (iii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific accrual or reserve for the amount of such Loss was reflected on the Closing Balance Sheet; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.3; (v) no party hereunder hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, and no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses; (vi) in the event the Seller proceeds with the Closing notwithstanding actual knowledge by the Seller or any Affiliate of the Seller at or prior to the Closing of any breach by the Buyer of any representation, warranty or covenant in this Agreement, no Seller Indemnified Party shall have any claim or recourse against the Buyer or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise; and (vii) in the event the Buyer proceeds with the Closing notwithstanding actual knowledge by the Buyer or any Affiliate of the Buyer at or prior to the Closing of any breach by the Seller of any representation, warranty or covenant in this Agreement, no Buyer Indemnified Party shall have any claim or recourse against the Seller or any of its Affiliates or Representatives with respect to such breach, under this Article VIII or otherwise. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior other recoveries payable to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) Indemnified Party or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer its Affiliates in connection with this Agreement or in the amount facts giving rise to the right of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementindemnification.

Limits on Indemnification. All Indemnifiable Costs sought by (i) In calculating amounts payable to an Indemnitee, the amount of the Losses shall (a) not be duplicative of any party hereunder shall other Loss for which an indemnification claim has been made under this Agreement, (b) be computed net of any insurance proceeds received amounts actually recovered by such Person Indemnitee under any insurance policy with respect to such claim Loss, and (less the present value c) be reduced to take account of any premium increases occurring as a result net tax benefit realized by such Indemnitee arising from the incurrence or payment of any indemnity payments hereunder. In computing the amount of any such claim). Except for (i) tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit after the incurrence or payment of any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), indemnified Loss. (ii) Each Indemnitee shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (Loss for which it is entitled to seek indemnification claims must hereunder, and, notwithstanding anything to the contrary contained herein, the indemnifying party shall not be made at required to make any time after payment to an Indemnitee in respect of such Loss to the Closing) or extent such Indemnitee has failed to comply with such obligation to mitigate. (iii) In any claims for breach case where an Indemnitee recovers from third parties any amount in respect of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law matter with respect to which an indemnifying party has indemnified it pursuant to this Article 10, such Indemnitee shall promptly pay over to the conduct indemnifying party the amount so recovered (after deducting therefrom the full amount of the Companyexpenses incurred by it in procuring such recovery), Mill▇▇ ▇▇ Buyer but not in connection with this Agreement or in excess of the sum of (a) any amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs previously so paid by the Company indemnifying party to or Mill▇▇ ▇▇▇ll be deemed to be a reduction on behalf of the Purchase Price paid Indemnitee in respect of such matter and (b) any amount expended by Buyer under this Agreementthe indemnifying party in pursuing or defending any claim arising out of such matter.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted against either Party for breach of any representation or warranty contained herein or in any Ancillary Agreement (other than the Lease and Operating Agreement, the Premises Lease and Services Agreements and the Lease Agreements), unless written notice of such claim is received by such Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 8.1, in which case such representation or warranty shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be twenty percent (20%) of the Base Purchase Price (the “Cap”); (ii) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification under Section 8.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $72,000 (the “Basket Amount”), and in no event shall the Seller be liable for Losses under Section 8.2(a) less than the Basket Amount; (iii) notwithstanding the provisions set forth in this Section 8.5(b), Sections 8.5(b)(i) and (ii) shall not apply to Losses based on a breach of representations and warranties set forth in Sections 3.2 and 3.4, or fraud or in the case of intentional misrepresentations; (iv) the Seller shall not be entitled to make a claim against the Buyer with respect to any Assumed Liability to the extent the Buyer is entitled to indemnification from Solutia UK pursuant to the Lease and Operating Agreement; (v) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.8; (vi) no Party shall have any Liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity (except to the extent the Indemnified Party is legally obligated to pay consequential damages to a third party, which third party, for the avoidance of doubt shall exclude: (i) the Buyer Indemnified Parties, in the case of a claim by any party hereunder Buyer Indemnified Party, and (ii) the Seller Indemnified Parties, in the case of a claim by any Seller Indemnified Party); and (vii) the Seller shall have no Liability to any Buyer Indemnified Party under this Agreement with respect to any compliance with or liability under Environmental Laws or with respect to any other environmental matter related to the Business, the Transferred Assets, the Newport Site, the Land, the Buildings or the Facility, or the past or current ownership or operation thereof, except, if any, pursuant to Section 8.2(a) based on a breach of any representation or warranty set forth in Section 3.15 or Section 8.2(d) to the extent it relates to the Seller Environmental Liability. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance proceeds received by such Person or other recoveries actually paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. The Buyer and the Seller shall, or shall cause the applicable Indemnified Party to, use reasonable efforts to obtain full recovery under all insurance policies covering any Losses or from any other third party indemnity which is available with respect to such claim (less Losses, to the present value same extent as they would if such Losses were not subject to indemnification hereunder; however, the indemnification obligations of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Indemnifying Party shall not be obligated to pay deferred or delayed pending receipt of any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company insurance recovery. If an Indemnified Party receives such insurance proceeds or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer payments from another third party indemnity in connection with this Agreement or in Losses for which it has received indemnification from the Indemnifying Party, such Indemnified Party shall refund to the Indemnifying Party the amount of damages that it can recover such insurance proceeds and such other payments when received, up to the amount of indemnification received from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementIndemnifying Party.

Limits on Indemnification. All Indemnifiable Costs sought by (a) Notwithstanding any party hereunder provision to the contrary contained in this Agreement, Buyer shall be net not make any claim against Parent for any breach of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for representations and warranties under this Agreement (i) for any claims for breach of the representations, warranties individual Cost that is less than $1,000 (any such Cost being a “De Minimis Cost”) and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) except as set forth in the next sentence, until the dollar amount of all such claims (excluding for this purpose all De Minimis Costs), together with any claims for breach of indemnification amount payable by Parent under Article 7, after deducting the representationscredits described in Section 7.02, warranties and covenants of shall exceed, in the Company and Mill▇▇ ▇▇▇er SECTION 3.3 aggregate (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinunder all such agreements), the right amount of the Deductible, and, if the Deductible is exceeded, except as set forth in the next sentence, Parent shall be required to make pay only the amount of such excess over the Deductible; provided that Parent’s obligation and liability for any and all breaches of the representations and warranties set forth in this Agreement shall not exceed, in the aggregate (under all such agreements), the amount of the Cap. With respect to claims by Buyer against Parent for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 the representations and warranties set forth in Section 4.03(aa), such claims will not be subject to the Deductible. (Year 2000b) exceed $2,500,000 Any breach of a representation or warranty hereunder disclosed to the other party after the execution and delivery of this Agreement and prior to the Closing shall not affect the right of such other party to elect not to close the transactions contemplated by this Agreement (absent gross negligence or willful misconductit being understood and agreed that if, despite such right of such other party to elect not to close by reason of the breach so disclosed, such other party nevertheless elects to close, thereby waiving such breach, such other party shall thereafter have no claim by reason of, in which case only the liability cap in subclause connection with or arising from any such disclosed breach). (ic) above shall apply). However nothing Anything in this ARTICLE VIII shall limit BuyerArticle 7 to the contrary notwithstanding, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law rights and obligations of the parties with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid indemnification for any and all Tax matters shall be governed by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementSection 5.07 hereof.

Limits on Indemnification. All Indemnifiable Costs sought (i) No claim may be asserted nor may any Action be commenced against either Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 6.1(a) , irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. For the sole purpose of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of the Seller shall not be deemed qualified by any party hereunder references to materiality or to Material Adverse Effect. (ii) Notwithstanding anything to the contrary contained in this Agreement:(A) an Indemnitor shall not be liable for any claim for indemnification pursuant to Sections 6.1(b) or 6.1(c), unless and until the aggregate amount of Losses which may be recovered from the Indemnitor equals or exceeds $575,000 after which an Indemnitor shall be obligated only for Losses in excess of such deductible amount; and (B) the maximum aggregate amount of all Losses which may be recovered from an Indemnitor arising out of or resulting from the causes set forth in Sections 6.1(b) or 6.1(c) shall be an amount equal to Eleven Million, Five Hundred Thousand Dollars ($11,500,000). The foregoing limitations do not apply to indemnities and reimbursements required under Article V. (iii) Net Insurance Proceeds and Tax Benefits. The amount of any Loss under this Article VI shall be: (A) reduced by the net amount of any insurance proceeds received by such Person with respect to such claim (less any Seller Indemnified Party or the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer Purchaser Indemnified Party in connection with this Agreement or such Loss. Each Indemnified Party agrees that it shall pursue in good faith claims under any applicable insurance policies who may be responsible for such Losses; and (B) reduced by the net amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid any Tax benefits actually realized by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementan Indemnified Party. (iv) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOST PROFITS OR LOST BENEFITS, LOSS OF ENTERPRISE VALUE, DIMINUTION IN VALUE OF ANY BUSINESS, DAMAGE TO REPUTATION OR LOSS TO GOODWILL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM ANY OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT.

Limits on Indemnification. All Indemnifiable Costs sought (a) Notwithstanding anything to the contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by any party hereunder Buyer Indemnified Parties pursuant to Section 8.02(a), or from the Buyer by the Seller Indemnified Parties pursuant to Section 8.03(a), shall be One Million Dollars ($1,000,000) (the “Cap”); provided that the Cap shall not apply in respect of Losses resulting (A) from breaches of Fundamental Representations, (B) from breaches of covenants in this Agreement, (C) from ESOP Liability or (D) in the event of fraud in this Agreement, in which case the maximum aggregate amount of indemnifiable Losses that may be recovered shall be the Purchase Price; (ii) the Seller shall not be liable to any Buyer Indemnified Party, and the Buyer shall not be liable to any Seller Indemnified Party, for any claim for indemnification pursuant to Section 8.02(a) or Section 8.03(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller or the Buyer, as applicable, equals or exceeds Five Hundred Thousand Dollars ($500,000) (the “Basket Amount”), in which case the Seller or the Buyer, as applicable, shall be liable only for the Losses in excess of the Basket Amount; provided that the Basket Amount shall not apply in respect of Losses resulting (A) from breaches of Fundamental Representations, (B) from breaches of covenants in this Agreement, (C) from ESOP Liability or (D) in the event of fraud in this Agreement; and (iii) no party hereto shall have any liability under any provision of this Agreement for any punitive, special or exemplary damages, damages that do not arise directly and naturally from the breach of this Agreement or damages that are not a reasonably foreseeable result of a breach of this Agreement, except to the extent such damages are awarded in connection with a Third Party Claim. (b) The amount of any and all Losses under this Article VIII shall be determined net of any insurance proceeds received actually recovered by the Indemnified Party or its Affiliates on account of such Person Loss (net of the costs of obtaining such insurance proceeds, including any deductible or increase in premiums). Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to such claim any indemnifiable Losses. (less c) Buyer and Seller shall, or shall cause the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representationsapplicable Indemnified Party to, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (mitigate all Losses for which such Indemnified Party is or may be entitled to indemnification claims must be made prior hereunder to the expiration of the extent required by applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement Law in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for connection with a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence contract. The Buyer and the Seller shall, or willful misconductshall cause the applicable Indemnified Party to, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing use reasonable efforts to seek full recovery under all insurance policies covering any remedies provided by applicable statutory or common law with respect Loss to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed same extent as they would if such Loss were not subject to be a reduction of the Purchase Price paid by Buyer under this Agreementindemnification hereunder.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor shall any Action be commenced against any party hereunder shall be net hereto for breach of any insurance proceeds representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such Person party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action, to the extent known by the Indemnified Party, on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Other than for claims relating to fraud, intentional misrepresentation or willful misconduct or for breaches of the Fundamental Representations (which shall not be subject to any limitations herein), the indemnification provided for in this Agreement shall be subject to the following limitations: (i) Seller shall not have any obligation to indemnify any Buyer Indemnified Party under Section 9.02(a) unless and until the aggregate amount of all Losses of Buyer Indemnified Parties exceed $20,000, in which event Seller shall be liable for the full amount of such Losses from the first dollar; (ii) The aggregate amount required to be paid by Seller under Section 9.02(a) shall not exceed $1,145,000; and (iii) neither party hereto shall have any Liability under any provision of this Agreement or any Ancillary Agreement for any (i) punitive damages or (ii) special, indirect, or consequential damages that are not reasonably foreseeable as of the date of this Agreement, Exhibit 2.1 except to the extent that such damages are paid by an Indemnified Party to a Third Party in a Third Party Claim. (c) For all purposes of this ARTICLE IX, Losses shall be reduced by the net proceeds such Indemnified Party actually recovers from any third party or insurance provider resulting from making a claim thereunder less the present value costs of recovering such amounts, costs of investigation, any premium increases occurring applicable deductibles and premiums. (d) No Buyer Indemnified Party shall be entitled to indemnification under Section 9.02 for any Losses with respect to Tax attributes of Seller or any Losses attributable to Post-Closing Tax Periods (other than Losses arising in a Post-Closing Tax Period as a result of such claim). Except for (i) any claims for a breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolvedrepresentations in Section 3.20(o), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs Adverse Consequences for which ------------------------- indemnification is sought by any party Party hereunder shall be net of any insurance proceeds received by such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Together Parties other than the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14N.W.S.T. under Sections 4.8, 4.19, ------------ ---- and 4.21 hereof (for which indemnification claims must be made prior to the ---- expiration of the applicable statute of limitations plus sixty (60) days and if so made, such claims shall continue after such date until finally resolved), resolved and made) and Sections 3.5 and 4.2 hereof (ii) any pursuant to which the right to make ------------ --- claims for breach of indemnification under this Article IX shall survive the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinClosing Date ---------- indefinitely), the right to make claims for indemnification provided under this ARTICLE VIII Article IX shall expire on the third first anniversary of the Closing Date (except for ---------- claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon Together Parties other than the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer N.W.S.T. shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII Article ------- IX until the aggregate Adverse Consequences for which indemnification obligation sought by -- the Company or MillAcquirer Indemnified Party/Parties related to the Acquirer hereunder exceeds $50,000, whereupon SWIFT and ▇▇▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer ▇▇▇▇▇ shall be liable for all amounts for which indemnification may be soughtsought in excess of $50,000 of such Adverse Consequences up to a maximum indemnification equal to the Transfer Consideration; provided, however, that notwithstanding the foregoing, such $50,000 indemnity obligation threshold shall not apply to any penalties, damages, fines or other costs associated with the Company's and N.W.S.T.'s failure to file their 1996 and 1997 federal and state tax returns on time and Acquirer shall be entitled to a full indemnity for such penalties, damages, fines or other costs. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until the aggregate ---------- indemnification obligation sought by such other Together Parties hereunder exceeds $50,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought in excess of $50,000 of such Adverse Consequences. For purposes of SECTIONS 8.1 Section 9.1 or 8.5Section 9.5, any requirement in any ----------- ----------- representation or warranty that an event or fact be material Material or have a Material Adverse Effectadverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer any individual Together Party to the Company and MillAcquirer or the Acquirer to any of the Together Parties exceed the Transfer Consideration received by such Together Party; provided, however, that the aggregate liability of ▇▇▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇▇▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductshall be equivalent to the Transfer Consideration received by SWIFT However, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII Article IX shall limit Buyer, the Company Acquirer or Mill▇▇ ▇▇ such other Together Parties in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer other in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer a Party successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by The amount of all Adverse Consequences for which indemnification is received from the Company or Mill▇▇ ▇▇▇ll Foundation and/or SWIFT shall be deemed to be a reduction of the Purchase Price Transfer Consideration paid by Buyer Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought (a) Neither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or Seller Indemnified Party, respectively, pursuant to SECTION 9.2(a) or 9.3(a), respectively, for any individual item where the Damages relating thereto for which Seller or Purchaser, as applicable, would otherwise be required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder are less than $50,000. (b) Neither Seller nor Purchaser will be required to indemnify any Purchaser Indemnified Party or any Seller Indemnified Party, respectively, pursuant to SECTION 9.2(a) or 9.3(a), respectively, unless the aggregate amount of Damages for which Seller or Purchaser, as applicable, would otherwise be required to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, hereunder exceeds $15,000,000, and in such case Seller or Purchaser, as applicable, will only be required to indemnify the Purchaser Indemnified Parties or the Seller Indemnified Parties, respectively, for Damages in excess of the first $15,000,000 of aggregate Damages. (c) Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of Damages for which Seller or Purchaser will be obligated to indemnify the Purchaser Indemnified Parties or Seller Indemnified Parties, respectively, for under SECTION 9.2(a) and (C) or SECTION 9.3(a) and (c), respectively, will be $100,000,000. (d) Seller will have no liability for a breach of SECTION 4.19(c) or 4.19(d) for failing to disclose any service or Contract that is required thereby to be listed on SCHEDULE 4.19(c) or 4.19(d), as applicable, if either (i) Seller currently provides such service in the operation of its business to its existing business units, or has a Contract with a third-party vendor with respect to the services provided to the Business under such Contract and such service of Purchaser or provided by the third-party vendor can be adapted without material burden to perform such service for the Business or (ii) the Business is able to obtain (after using commercially reasonable efforts) such products or services on substantially equivalent terms and conditions (as to the Business) from a no less qualified third- party vendor. (e) In case any event occurs which would otherwise entitle either party hereunder shall to assert a claim for indemnification hereunder, no Damages will be net deemed to have been sustained by such party to the extent of (i) any insurance Tax savings actually realized by such party with respect thereto in the year in which such event occurs or in any earlier year, or (ii) any proceeds received by such Person party from any insurance policies with respect thereto. In the event a party (x) actually realizes a tax benefit as a result of an event that entitles such party to indemnification hereunder in a year after such event occurs, (y) such tax benefit was not taken into account in the calculation of Damages previously payable to such claim party and (less the present value z) such party received payment of any premium increases occurring Damages owed to it as a result of such claim). Except indemnifiable event, such party shall pay to the party that made such indemnification payment the amount of such tax benefit actually realized in such later year, such payment to occur no later than 30 calendar days following the filing of the Tax Return reflecting such benefit. (f) Notwithstanding anything to the contrary in this Agreement, Damages shall expressly exclude consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits and similar items, unless arising out of a Third Party Claim. (g) The amount of any Damages claimed by Purchaser hereunder will be reduced to the extent that Purchaser receives the benefit of an adjustment pursuant to SECTION 2.3 hereof in which the item that is the subject of the indemnification claim was specifically taken into account in the determination of the Final Statement. (h) To the extent that Seller or Purchaser discharges any claim for indemnification hereunder, the Indemnifying Party will be subrogated to all related rights of the Indemnified Party against third parties. (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not Each Indemnified Party will be obligated to pay in connection with any amounts claim for indemnification under SECTIONS 9.2 and 9.3 to use commercially reasonable efforts to mitigate Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages. (j) Seller will have no obligation to indemnify the Purchaser Indemnified Parties pursuant to SECTION 9.2(c) insofar as the Environmental Liabilities arise from any Purchaser Indemnified Party soliciting involvement by a Governmental Authority or any Purchaser Indemnified Party conducting, or causing to be conducted, any soil, groundwater or other subsurface testing, drilling or excavation, that, in each such case, is not required by a Governmental Authority or Environmental Law; provided however, that this ARTICLE VIII until SECTION 9.2(j) will not apply to any soil, groundwater or other subsurface testing, drilling or excavation conducted (1) to address, prevent or mitigate any Release or threatened Release or violation of Environmental Law; (2) in response to an Environmental Condition; provided, however, that such Environmental Condition was not set forth on SCHEDULE 4.18 nor was such Environmental Condition identified as a Recognizable Environmental Condition (as that term is defined by ASTM 1527-00) in the aggregate indemnification obligation sought Purchaser's Phase I Environmental Site Assessments conducted prior to Closing; (3) in response to a request by Buyer hereunder exceeds $100,000a third party to conduct due diligence related to a proposed sale or lease of any property or asset, whereupon any divestiture, any financing, a public offering or obtaining any insurance; (4) during the Company normal course of operation of the Business, including construction, expansion, operation, maintenance, redevelopment or repair of the assets, facilities and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought properties owned and operated by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse EffectBusiness; (5) to implement Best Management Practices, as appropriate, in order for such event defined by an Governmental Authority or fact to constitute a misrepresentation Environmental Law; or breach of such representation (6) or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided otherwise as required by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementLaw.

Limits on Indemnification. All Indemnifiable Costs sought The indemnification provided for in ‎Section 7.02 and ‎Section 7.03 shall be subject to the following limitations: (a) The Company shall not be liable for any claim for indemnification pursuant to Section 7.02 unless and until the aggregate amount of all indemnifiable Losses under Section 7.02 exceeds US$1 million, in which event the Company shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Company shall be liable pursuant to Section 7.02 shall not exceed US$7.68 million. (b) Blockchain Alliance shall not be liable for any claim for indemnification pursuant to Section 7.03 unless and until the aggregate amount of all indemnifiable Losses under Section 7.03 exceeds US$1 million, in which event Blockchain Alliance shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Blockchain Alliance shall be liable pursuant to Section 7.03 shall not exceed US$7.68 million. (c) Notwithstanding the foregoing, the limitations set forth in Section 7.04(a) and Section 7.04(b) shall not apply to Losses arising out of or resulting from any inaccuracy or breach of any Company Fundamental Reps, Blockchain Alliance Fundamental Reps or any failure by either the Company or Blockchain Alliance of their respective obligations under ‎Section 2.02(b). (d) The amount of any party hereunder Losses payable by the Indemnifying Party under this Agreement shall be net of any insurance proceeds received amounts actually recovered by such the Indemnified Party from any other Person with respect determined to such claim (less be responsible therefor. If the present value Indemnifying Party has paid an amount in discharge of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided claim under this ARTICLE VIII shall expire on Agreement and the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable Indemnified Party has been compensated in full for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Losses it has suffered with respect to the conduct same subject matter of such claim, then to the extent the Indemnified Party subsequently recovers (whether by payment, discount, credit, relief, or otherwise) from a third party a sum which further indemnifies or which is the same subject matter of claim such that the Indemnified Party’s recovery and retention of such amount would constitute double recovery for the same subject matter of claim, it shall as soon as reasonably practicable pay over such amount to the Indemnifying Party less all costs of recovery and Taxes with respect thereto. To the extent required by applicable Law and reasonably practicable, each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which the Indemnified Party makes claims under this Agreement; provided, however, that nothing herein shall require an Indemnified Party to maintain any insurance policies, commence any proceedings against a third party, or obtain any insurance proceeds from other sources of indemnification available to such party in respect of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can Losses. (e) An Indemnified Party shall not be entitled to recover from the other Indemnifying Party under this Agreement more than once in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction respect of the Purchase Price paid by Buyer under this Agreementsame portion of the same Losses suffered.

Limits on Indemnification. All Indemnifiable Costs sought by any (a) No claim may be asserted against either party hereunder shall be net for breach of any insurance proceeds representation, warranty or covenant contained herein, unless written notice of such claim is received by such Person with respect party pursuant to the terms hereof on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 9.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (less b) Notwithstanding anything to the present value of any premium increases occurring as a result of such claim). Except for contrary contained in this Agreement: (i) any claims the maximum aggregate amount of indemnifiable Losses that may be recovered from the Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach) for claims made prior to the representations, warranties and covenants first anniversary of the Company Closing Date shall be an amount equal to $4,000,000; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach) for claims made after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date shall be an amount equal to (A) $2,000,000 minus (B) the aggregate amount of any indemnifiable Losses that were claimed during the first year after Closing Date and Millwere recovered or are still pending (which shall be zero if such calculation results in a negative number); provided, however, that if any pending claims from the first year after the Closing Date are resolved in favor of the Selling Stockholder prior to the second anniversary of the Closing Date, then the amount(s) of such claims resolved in favor of the Selling Stockholder shall no longer be included in clause (B) above, and provided, further, that even if Purchaser Indemnified Parties may not be able to recover indemnifiable Losses under this clause (ii) due to a pending claim, Purchaser Indemnified Parties may continue to make claims for indemnifiable Losses pursuant to Section 9.2(a) after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date until Purchaser Indemnified Parties have recovered $2,000,000 of indemnifiable Losses from the Selling Stockholder pursuant to Section 9.2(a) (other than for breach of a Fundamental Representation or an Intentional Breach); (iii) In addition to the offset rights under Section 9.5(f), the maximum aggregate amount of indemnifiable Losses that are recoverable from Selling Stockholder by Purchaser Indemnified Parties pursuant to Section 9.2(a) for breaches of Fundamental Representations or an Intentional Breach shall be an amount equal to the sum of all cash amounts actually received by the Selling Stockholder pursuant to this Agreement, the Note or the Warrant, including the L▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇er SECTIONS 3.11 ▇▇▇, if any, and the L▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, if any. (iv) the Selling Stockholder shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 9.2(a) (other than for a breach of a Fundamental Representation or 3.14an Intentional Breach) unless and until the aggregate amount of all indemnifiable Losses that may be recovered from the Selling Stockholder equals or exceeds $500,000 (the “Basket”), hereof and thereafter the applicable party shall be liable for all Losses including Losses up to and including the Basket; (c) No Losses shall be asserted by either party with respect to any matter which is covered by insurance proceeds to the extent of such insurance proceeds. (d) In determining the amount of any Losses for which indemnification claims must any party seeks to be made prior indemnified hereunder, any and all Tax benefits resulting from such Losses shall be excluded. (e) For purposes of determining the failure of any representations or warranties to be true and correct, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in such representations and warranties shall be disregarded. (f) Subject to the expiration maximum amounts of indemnifiable Losses set forth in Sections 9.5(b)(i) and 9.5(b)(ii) for claims subject to such maximum amounts, if Purchaser has obtained the written consent of the applicable statute Selling Stockholder or a final and non-appealable order of limitations a court of competent jurisdiction that the Selling Stockholder owes any Losses under Section 9.2, then at the option of Purchaser (i) the principal amount owing under the Note may be reduced by any Losses owed to Purchaser hereunder and if so madenot paid by the Selling Stockholder, such claims shall continue after such date until finally resolvedor (ii) any payments owed by Purchaser under Section 3.7 may be reduced by any Losses owed to Purchaser and not paid to the Selling Stockholder, or (iii) any payments owed by Theatre Direct under the Warrant may be reduced by any Losses owed to Purchaser and not paid to the Selling Stockholder or (iv) Purchaser may take any combination of the actions set forth in clauses (i), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) of this subsection without duplication of payment. In addition, if there are any claims which have been consented to by the Selling Stockholder or for breach which Purchaser has obtained a final and non-appealable order of a court of competent jurisdiction that the Selling Stockholder owes Losses under Section 9.2 but the value or amount of the representations, warranties Losses have not been so consented to or covenants finally determined and Selling Stockholder has not paid all of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Losses with respect to such claims at the conduct of time a payment is made to the CompanySelling Stockholder under the Note, Mill▇▇ ▇▇ Buyer Section 3.7 or the Warrant, then (x) the Selling Stockholder agrees not to distribute or dividend any such payments received by it to its stockholders until Purchaser and Selling Stockholder determine in connection with this Agreement or in good faith the amount of damages that it can recover from the other in reasonably estimated Losses which Purchaser will incur under such claims (the event that Buyer successfully proves intentional fraud “Estimated Losses”), and (y) upon such determination, Selling Stockholder shall not distribute or intentional fraudulent conduct in connection dividend to its stockholders the portion of such payments equal to the Estimated Losses not paid by Selling Stockholder until the value of all of the Losses with this Agreement. All Indemnifiable Costs respect to such claims have been finally determined and paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementSelling Stockholder.

Limits on Indemnification. All Indemnifiable Costs Adverse Consequence sought by any party ------------------------- Party hereunder shall be net of any insurance proceeds received by by, or made available to, such Person Party with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company Transferors under Sections 3.5 and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, 4.2 hereof (for pursuant to which indemnification claims must be made prior the right to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any ------------ --- make claims for breach of indemnification under this Article IX shall survive the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinClosing ---------- Date indefinitely), the right to make claims for indemnification provided under this ARTICLE VIII Article IX shall expire on the third first anniversary of the Closing Date ---------- (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Transferor shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII Article IX until the aggregate ---------- indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder Acquirer hereunder exceeds $100,000150,000, whereupon Buyer the Transferors shall be liable for all amounts for which indemnification may be soughtsought back to the first dollar up to a maximum indemnification by Transferors equal to the Escrow Sum. The Acquirer shall not be obligated to pay any amounts for indemnification under this Article IX until ---------- the aggregate indemnification obligation sought by the Transferors hereunder exceeds $150,000, whereupon the Acquirer shall be liable for all amounts for which indemnification may be sought back to the first dollar. For purposes of SECTIONS 8.1 Section 9.1 or 8.59.5, any requirement in any representation or ----------- --- warranty that an event or fact be material Material or have a Material Adverse Effectadverse effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer Acquirer to the Company and Mill▇▇ ▇▇▇eed Transferors exceed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Transfer Consideration received by such Transferor. However nothing in this ARTICLE VIII Article IX shall limit Buyer, the Company Acquirer or Mill▇▇ ▇▇ the Transferors in exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer Transferors or the Acquirer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer the Acquirer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs The amount of all Adverse Consequences paid by the Company or Mill▇▇ ▇▇▇ll Transferors shall be deemed to be a reduction of the Purchase Price Transfer Consideration paid by Buyer Acquirer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any (a) No claim may be asserted against either party hereunder shall be net for breach of any insurance proceeds representation, warranty, or covenant contained in this Agreement or the Ancillary Agreements or any certificate delivered hereto or thereto, or with respect to any Excluded Liability, unless written notice of such claim made in accordance with Section 6.4(a) is received by such Person party on or prior to the Claims Deadline, in which case such representation, warranty, covenant or claim with respect to such Excluded Liability shall survive as to such claim until such claim has been finally resolved. (less b) Notwithstanding anything to the present value of any premium increases occurring as a result of such claim). Except for contrary contained in this Agreement: (i) neither Sellers or Seller Parent, on the one hand, nor Buyer on the other hand, shall be liable to any claims Buyer Indemnified Party or Sellers Indemnified Party, as applicable, for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims claim for indemnification provided under this ARTICLE VIII shall expire on relating to breaches of representations or warranties (other than the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company Fundamental Representations) unless and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by amount of indemnifiable Losses that may be recovered from Sellers or Seller Parent under Section 6.2(a) or Buyer hereunder under Section 6.3(a), as applicable, equals or exceeds $100,000, whereupon the Company in which case Sellers and Mill▇▇ ▇▇▇ll Seller Parent or Buyer, as applicable, shall be liable for all amounts for which indemnification such Losses; (ii) the maximum aggregate amount of indemnifiable Losses that may be sought. recovered by Buyer Indemnified Parties (other than with respect to the Fundamental Representations) shall be an amount equal to five percent (5%) of the Purchase Price (the “Cap”); (iii) no Losses may be claimed by any Buyer Indemnified Party under Section 6.2(a) or any Seller Indemnified Party under Section 6.3(a) or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $5,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided that the foregoing limitation shall not apply to any claim based on a Fundamental Representation; (iv) Sellers shall not be obligated to pay indemnify any amounts Buyer Indemnified Party with respect to any Loss to the extent that such Loss was included in the Final Closing Statement (as finally determined pursuant to Section 2.7); and (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or other damages calculated on the basis of any multiple relating to the breach or alleged breach of this Agreement, or any other damages other than damages that constitute actual damages. (c) For all purposes of this Agreement, Losses shall be reduced by (i) any insurance or other recoveries paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit actually realized by such Indemnified Party or its Affiliates with respect to such Losses. Buyer shall seek full recovery under all applicable insurance policies and other collateral sources covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder and reimburse Sellers or Seller Parent for any such recovery (net of any out of pocket expenses or costs incurred in procuring such recovery) up to the extent of any indemnification payment received by Buyer for such Loss. Nothing in this Section 6.5(c) shall delay an Indemnified Party’s ability to make a claim for indemnification or an Indemnifying Party’s obligation to make payment therefor. Any payment under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Article VI shall initially be made without regard to this Section 6.5(c) and shall be liable for all amounts for which indemnification may be soughtreduced to reflect any such Tax benefit only after the Indemnified Party has actually realized such benefit. For purposes of SECTIONS 8.1 or 8.5this Agreement, any requirement in any representation or warranty the Indemnified Party shall be deemed to have ‘actually realized’ a net Tax benefit to the extent that, and at such time as, the amount of Taxes required to be paid by the Indemnified Party is reduced below the amount of Taxes that an event or fact be material or it would have a Material Adverse Effect, as appropriatebeen required to pay but for deductibility of such Losses, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, each case: (i) during the same Tax year as the year in no event shall which the aggregate liability of relevant Losses occurred and the Company immediately subsequent Tax year; and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) calculated so that the items related to the Indemnifying Party’s indemnification obligations are the last to be recognized in no each such Tax year. (d) Buyer and Sellers shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Buyer or Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the aggregate liability contrary contained herein, the other party shall not be required to indemnify any person for any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if Buyer or Sellers, as the case may be, had made such efforts. (e) Each Buyer Indemnified Party shall seek payment of any amount to which it may be entitled under this Article VI from Sellers or Seller Parent. (f) Notwithstanding anything to the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, contrary in which case only the liability cap in subclause this Agreement (i) above shall apply). However nothing the limitations set forth in this ARTICLE VIII Section 6.5 shall limit Buyernot be applicable to any Losses incurred as a result of knowing and intentional breach of covenant committed by or on behalf of Sellers, the Company or Mill▇▇ ▇▇ exercising or securing and (ii) no Person’s liability shall be limited in any remedies provided by applicable statutory or way for such Person’s intentional fraud under Delaware common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer such Person’s representations and warranties set forth in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a The Purchaser's remedies with respect to Losses specified in Section 5.2 shall be net satisfied first by the assertion of its rights under the Escrow Agreement in respect of the Escrow Shares; provided, however, that if (i) the aggregate amount of such Losses shall be in excess of the amount of the Escrow Shares or (ii) any Losses shall arise after termination or expiration of the Escrow Agreement with respect to which the Purchaser is entitled to indemnification pursuant to Section 5.2(b) or (c), then the Sellers shall be obligated to indemnify the Purchaser in respect of all such Losses not satisfied by delivery to the Purchaser of Escrow Shares to the extent provided in this Article V. The Purchaser shall be entitled to assert its rights hereunder and under the Escrow Agreement in respect of the Escrow Shares with respect to the full amount of any and all of its Losses under Section 5.2, irrespective of the several nature of the Sellers' obligations under this Agreement. (b The Sellers shall not have any obligation to indemnify the Purchaser pursuant to Section 5.2(a) hereof with respect to any Losses specified therein unless and until the Purchaser shall have incurred Losses under Section 5.2 in an aggregate amount in excess of Fifty Thousand ($50,000) Dollars in which event the Purchaser shall be entitled to be indemnified for all of its Losses subject to the provisions of Section 5.5(a) above. As used in this Agreement, "Losses" shall be determined after giving effect to the receipt by the Indemnitee of any insurance proceeds received by relating to such Person Loss. (c The Purchaser shall not have any obligation to indemnify the Sellers pursuant to Section 5.3(a) hereof with respect to such claim any Losses specified therein unless and until the Purchaser shall have incurred Losses under Section 5.3 in an aggregate amount in excess of Fifty Thousand (less $50,000) Dollars in which event the present Sellers shall be entitled to be indemnified for all of their Losses. (d Notwithstanding anything else contained herein to the contrary, each Seller's obligation to indemnify the Purchaser pursuant to Section 5.2(a) hereof with respect to Losses specified therein shall not exceed the value of any premium increases occurring such Seller's MSGI Stock and CIA Common Stock as a result of such claim). Except determined on the date for which indemnification shall be demanded hereunder, provided, however, that (i) if such Seller has sold any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made his MSGI Stock and/or CIA Stock prior to such date, then, in the expiration case of the applicable statute of limitations and if so madesuch shares that were sold, such claims value shall continue after such date until finally resolved), be deemed to equal the proceeds received upon the sale or sales thereof; and (ii) any claims for breach such obligation of a Seller to indemnify the representationsPurchaser may be satisfied by delivery of such Seller's shares of MSGI Stock and/or CIA Stock having a value, warranties and covenants of determined on the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (date for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5demanded hereunder, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact equal to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreementsuch indemnification demand. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementss.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding anything to the contrary herein (other than the proviso ending this Section 8.4): (a) the maximum amount payable by an Indemnifying Party for Losses solely pursuant to Section 8.2(i) or Section 8.3(i) shall not exceed an aggregate amount equal to seven percent (7%) of the Purchase Price (the “Cap”); provided, that the foregoing Cap shall not apply to Losses arising out of or relating to the inaccuracy or breach of any party hereunder Sellers Core Representation or Buyer Core Representation. (b) no amount shall be net payable pursuant to Section 8.2(i) unless and until the aggregate amount of Losses indemnifiable thereunder exceeds an amount equal to one-half percent (0.5%) of the Purchase Price (the “Deductible”), in which event Sellers shall be liable for the amount (if any) in excess of the Deductible, and no amount shall be payable pursuant to Section 8.3(i) unless and until the aggregate amount of Losses indemnifiable thereunder exceeds the Deductible, in which event Buyer shall be liable for the amount (if any) in excess of the Deductible; provided, that the limitations set forth in this Section 8.4(b) shall not apply to any Losses arising out of or relating to the inaccuracy or breach of any insurance proceeds received by such Person with respect to such claim Sellers Core Representation or Buyer Core Representation; (less c) Sellers shall not be liable for any Excluded Taxes arising on the present value of any premium increases occurring Closing Date as a result of such claim). Except for (i) any claims for breach actions taken outside of the representationsordinary course of business, warranties and covenants or inconsistent with past practices, of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Acquired Entities, by or 3.14, hereof at the request of Buyer or its Affiliates; (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (iid) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Sellers shall not be obligated to pay indemnify Buyer with respect to any amounts for indemnification under this ARTICLE VIII until Loss to the aggregate indemnification obligation sought by extent that such Loss was reflected as an Assumed Liability in the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer computation of the Closing Date Balance Sheet; and (e) no amount shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 payable pursuant to Section 8.2(i) or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability or Section 8.3(i) or (ii) if indemnification therefor is disallowed pursuant to Section 5.3(c); provided, that none of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing limitations set forth in this ARTICLE VIII Section 8.4 shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other apply in the event that Buyer successfully proves of fraud, intentional fraud misrepresentation or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid breach by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementany Indemnifying Party.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement, except for any claims under Section 7.02 or any claims under Section 8.02 for breaches of any of Seller’s Fundamental Reps: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.02(i), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $700,000 (the “Basket”), after which the Indemnifying Party shall be liable only for those Losses in excess of the Basket; and (ii) no Losses may be claimed under Section 8.02(i) by any party hereunder Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses for purposes of determining the Basket other than Losses in excess of $25,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. The maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the indemnification provisions set forth in Section 8.02 shall be in the aggregate amount equal to the Escrow Amount. (c) For all purposes of this Article VIII, “Losses” shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach insurance or other recoveries payable to the Indemnified Party or its Affiliates (other than pursuant to the R&W Insurance Policy) in connection with the facts giving rise to the right of indemnification (net of the representationsexpenses of recovery thereof, warranties any deductible, unrecovered amounts or any other costs or Taxes incurred in collecting such amounts, including any premium increases or other reasonable out-of-pocket costs incurred in procuring such recovery) and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) Tax benefit actually realized by such Indemnified Party or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer its Affiliates arising in connection with this Agreement the accrual, incurrence or payment of any such Losses in the amount of damages that it can recover from the other taxable year in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementwhich such Losses were incurred.

Limits on Indemnification. All Indemnifiable Costs sought (a) Seller shall have no liability for Losses solely for breaches of representations and warranties set forth in ARTICLE II unless and until the aggregate amount of Losses for all claims asserted by the Indemnified Party exceeds the Basket, in which event Seller shall only pay and be liable for Losses in excess of the Basket. The foregoing limitations shall not apply to claims based upon breaches of Fundamental Representations and actual fraud, gross negligence or criminal misconduct of Seller or any party hereunder shall be net of any insurance proceeds received by such Person its Affiliates, with respect to such claim (less which, in each case, Losses in connection therewith shall be recoverable from the present value first dollar and shall not be counted in determining whether the threshold set forth in the preceding sentence has been exceeded. For the sole purpose of determining any Losses with respect to any breach of any premium increases occurring as a result representation, warranty or covenant by Seller for purposes of such claim). Except indemnification under this ARTICLE VII (and not for (i) determining whether or not any claims for breach breaches of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants have occurred), any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having a “Material Adverse Effect,” “materiality” or words of similar effect shall be disregarded. (b) Notwithstanding anything to the Company and Mill▇▇ ▇▇▇er ARTICLE VI contrary in this Agreement, Seller’s aggregate Liability for indemnification pursuant to subsection Section 7.2(a)(i) will not exceed $15,500,000 (the “Cap”); provided, however, that notwithstanding the foregoing the Cap will not apply with respect to (i) any claim for indemnification pursuant to Section 7.2(a)(i) based on any breach of a Fundamental Representation, for which Seller’s Liability for indemnification, together with any Liability for indemnification claims must be made prior otherwise pursuant to Section 7.2(a)(i) in the aggregate will not exceed the Purchase Price, or (ii) actual fraud, gross negligence or criminal misconduct of Seller or any of its Affiliates. (c) Notwithstanding anything to the expiration of contrary in this Agreement, in no event will any Indemnified Party be entitled to recover under Section 7.2 after the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing applicable Expiration Date (except for claims made set forth in Section 7.1 unless a Claim Notice was delivered prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementtime.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Notwithstanding anything contained in the Transaction Documents to the contrary, no Buyer Indemnified Party or Company Indemnified Party shall be net of any insurance proceeds received by such Person entitled to indemnification with respect to such claim any Losses from any Claim or Claims under Section 10.2(a)(i)or Section 10.3(a)(i), until the aggregate Losses from all Claims exceed $50,000 (less the present value of “Basket Amount”) with respect to each party; provided, however, that the Basket Amount shall not apply to any premium increases occurring as a result of such claim). Except for Claim relating to (i) any claims for breach of the representationsfollowing: Section 4.1 (Authority; Authorization; Enforceability), warranties Section 4.7 (Capitalization), Section 4.13 (Intellectual Property), Section 4.15 (Taxes), Section 4.19 (Employee Benefits; ERISA), and covenants Section 4.29 (Propriety of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved)Past Payments, (ii) any claims for breach of the representationsindemnification Claim under Article 11, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach failure to pay amounts payable pursuant to Article 2. The parties agree that the Basket Amount is to serve as a deductible. None of the representationslimitations set forth in this Article 10 shall apply in the case of indemnification for Pre-Closing Taxes or any Losses or other indemnification matter based upon, warranties arising out of, or covenants relating to fraud, criminal activities or willful misconduct. (b) Subject to the provisions of the last sentence of Section 10.5(a) and Section 13.3, neither the Seller nor the Company and Mill▇▇ ▇▇▇er ARTICLE VI shall be obligated to indemnify, defend or hold harmless any Buyer Indemnified Party with respect to any Losses from any Claim or Claims under Section 10.2 in excess of the Escrow. (c) The amount of any Losses for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification is provided under this ARTICLE VIII Article 10 shall expire on be (i) net of any amounts actually recovered by the third anniversary of the Closing Date (except for claims made prior Claiming Party under any insurance policy with respect to such date which shall continue after such date until finally resolved). The Company Losses and Mill▇▇ ▇▇▇ll not be obligated to pay (ii) net of any amounts for actually recovered from any third person (by contribution, indemnification under this ARTICLE VIII until or otherwise) with respect to such Losses. For the aggregate indemnification obligation sought avoidance of doubt, the parties intend that, in appropriate circumstances, a Tax benefit recognized by Buyer hereunder exceeds $100,000, whereupon shall be taken into account for the Company and Mill▇▇ ▇▇▇ll be liable for all amounts purposes of determining the amount of any Losses for which indemnification may is provided under this Article 10. If an income Tax benefit is to be sought. computed, Buyer shall be solely responsible for providing a good faith estimate of the applicable variables and shall not be obligated required to pay provide the Seller or any amounts other person with access to Buyer’s books and records or Tax returns or the working papers of its accountant(s) for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000purposes of verifying such estimates; provided, whereupon however, that Buyer shall provide such pro forma calculations in sufficient detail that Buyer’s estimates can be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementreasonably verified.

Limits on Indemnification. All Indemnifiable Costs sought by (1) Any right of Parent Indemnitees to indemnification under Section 8.2(a)(1) of this Agreement shall not apply to any party hereunder claims made pursuant to such Section until the aggregate of all such claims totals $169,473.87 (the “Deductible”), in which event such indemnities shall apply to only such amounts under Section 8.2(a)(1) of this Agreement exceeding the Deductible; provided, however, that the Deductible shall not be net applicable to an inaccuracy or breach of any insurance proceeds received by such Person of the representations and warranties with respect to such claim the Company Fundamental Representations, in which case, Parent Indemnitees shall be indemnified, subject to the other provisions and limitations of this ARTICLE VIII (less including Section 8.4), without any application of or limitation imposed by the present value Deductible. (2) No party shall be entitled to recover Losses in respect of any premium increases occurring as a result of such claim). claim or otherwise obtain reimbursement or restitution more than once with respect to any claim hereunder. (3) Except for (i) any claims for an inaccuracy or breach of any of the representationsrepresentations and warranties contained in the Company Fundamental Representations or Section 4.15 (Taxes) or for any claim involving fraud by the Company, warranties and covenants the Stakeholders’ maximum aggregate liability for Losses under Section 8.2(a)(1) will not exceed the Escrow Amount. The Stakeholders’ maximum aggregate liability for Losses under Section 8.2(a)(1) in connection with any inaccuracy or breach of any of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Fundamental Representations will not exceed the Aggregate Closing Value. Notwithstanding anything contained herein to the expiration of contrary, nothing herein shall limit the applicable statute of limitations recovery amount against any Stakeholder for fraud or intentional misrepresentation by such Stakeholder; provided, that, Parent and if so made, such claims the Parent Indemnitees shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must only be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right permitted to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to fraud or intentional misrepresentation by any Stakeholder against such date which shall continue after such date until finally resolved). The Company Stakeholder and Mill▇▇ ▇▇▇ll not be obligated to pay against any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer other Stakeholder notwithstanding anything herein to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, contrary. (ii4) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing Notwithstanding anything contained in this ARTICLE VIII shall limit BuyerAgreement to the contrary, except in the Company case of fraud or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law intentional misrepresentation, and except with respect to the conduct matters covered by Section 9.11, the parties agree that, from and after the Closing Date, the sole and exclusive remedies of the Companyparties and the Parent Indemnitees and Seller Indemnitees, Mill▇▇ ▇▇ Buyer respectively, in connection with any Losses in any way arising from or under or otherwise relating to this Agreement (including for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter hereof) or the transactions contemplated hereby are set forth in this ARTICLE VIII. Nothing in this Section 8.2(c)(4) will limit rights or remedies expressly provided for in any other agreement executed at the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with Closing pursuant to this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.​ ​ ​

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.2(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $2,025,000, in which case an Indemnifying Party shall be liable only for the Losses in excess of such amount; provided, that no Losses may be claimed by any party hereunder Indemnified Party or may be included in calculating the aggregate Losses for the purpose of this clause (i) other than Losses in excess of $50,000, (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from a Company Indemnifying Party arising out of or relating to the matters set forth in Section 2.13 and Section 8.2 shall be net of the Escrow Amount (which shall constitute the sole and exclusive remedy for such matters), and (iii) the Holders, Optionholders and Warrantholder shall not be obligated to indemnify the Parent or any insurance proceeds received by such other Person with respect to such claim (less any Loss to the present value of any premium increases occurring as extent that a result specific accrual or reserve for the amount of such claim). Except for Loss was taken into account in calculating the Net Adjustment Amount; provided, further that the foregoing clauses (i) and (ii) shall not apply to Losses arising out of or relating to the breach of any Fundamental Representation or claims based on Fraudulent breach of any representation or warranty described in Section 8.2, for which in the case of liability of any Holder, Optionholder or Warrantholder the maximum liability shall be the portion of the Gross Cash Merger Consideration and Closing Stock Merger Consideration (valuing shares of Parent Common Stock using the Average Stock Price) actually paid to such Person. No Indemnified Party may make a claim after the first anniversary of the Closing Date for indemnification under Section 8.2(a) or Section 8.3(a), as the case may be, for breach by the Indemnifying Party of the representationsa particular representation or warranty, warranties and covenants except with respect to a claim based on a Fundamental Representation or Fraudulent breach of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 any representation or 3.14warranty described in Section 8.2 or Section 8.3, hereof (for which indemnification claims must be made prior to no Indemnified Party may make a claim after the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementlimitations.

Limits on Indemnification. All Indemnifiable Costs sought by Notwithstanding anything to the contrary contained in this Agreement: (a) The Consideration Stockholders shall not be liable for any party hereunder claim for indemnification pursuant to Section 9.2(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Consideration Stockholders pursuant to Section 9.2(a) equals or exceeds the Basket Amount, in which case the Consideration Stockholders shall be liable only for Losses in excess of the Basket Amount; provided, that the limit provided for in this clause (a) shall not apply in the event of Fraud. (b) The maximum aggregate amount of indemnifiable Losses which may be recovered from the Consideration Stockholders resulting from, arising out of or relating to the causes set forth in Section 9.2(a) shall be an amount equal to the Cap; provided, that the limit provided for in this clause (b) shall not apply (i) to any Losses resulting from, arising out of or relating to the inaccuracy or breach of any Fundamental Representation or (ii) in the event of Fraud; (i) The maximum aggregate amount of indemnifiable Losses that may be recovered from the Consideration Stockholders resulting from, arising out of or relating to the causes set forth in Section 9.2 shall be the Escrow Amount; provided, that the limit provided for in this clause (c)(i) shall not apply in the event of Fraud, in which case the maximum amount of indemnifiable Losses which may be recovered from such Consideration Stockholders shall be limited to the value of the Merger Consideration (with the value of the Stock Consideration calculated using the Closing Acquiror Share Value) actually received hereunder and (ii) the maximum liability of any Consideration Stockholder under this Article IX shall be limited to such Consideration Stockholder’s Pro Rata Portion of the Escrow Amount; provided, that the limit provided for in this clause (c)(ii) shall not apply in the event of Fraud, in which case the maximum amount of indemnifiable Losses which may be recovered from any Consideration Stockholder shall be limited to the value of the Merger Consideration (with the value of the Stock Consideration calculated using the Closing Acquiror Share Value) actually received hereunder by such Consideration Stockholder. (d) Acquiror shall not be liable for any claim for indemnification pursuant to Section 9.3(a), unless and until the aggregate amount of indemnifiable Losses that may be recovered from Acquiror equals or exceeds the Basket Amount, in which case Acquiror shall be liable only for Losses in excess of that amount; provided, that the limit provided for in this clause (d) shall not apply in the event of Fraud. (e) The maximum aggregate amount of indemnifiable Losses that may be recovered from Acquiror resulting from, arising out of or relating to the causes set forth in Section 9.3 shall be $1,850,000; provided, that the limit provided for in this clause (e) shall not apply in the event of Fraud. (f) In no event shall any punitive or exemplary Losses be subject to indemnification hereunder unless such Losses are actually awarded to a third party. (g) The amount of any Losses that are subject to indemnification by an Indemnifying Party under this Article IX shall be calculated net of the amount of any insurance proceeds actually received by the Indemnified Party from insurance or any other third party in respect of such Person Losses (net of costs and expenses incurred in connection with the recovery of such proceeds and any increase in insurance premium associated therewith). If any such proceeds are received with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be Losses after payment has been made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein)an Indemnified Party with respect thereto under this Article IX, the right to make claims for indemnification provided under this ARTICLE VIII Indemnified Party shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoingpromptly, (i) in no event shall if the aggregate liability of the Company Indemnified Party is an Acquiror Indemnified Party and Mill▇▇ ▇▇ Buyer or Buyer such proceeds are received prior to the Company Final Release Date, deliver the amount of such proceeds (net of costs and Mill▇▇ ▇▇▇eed expenses incurred in connection with the Purchase Price andrecovery of such proceeds and any increase in insurance premium associated therewith) to the Escrow Agent for deposit into the Escrow Fund, or (ii) if the Indemnified Party is a Stockholder Indemnified Party, or an Acquiror Indemnified Party and such proceeds are received after the Final Release Date, deliver the amount of such proceeds (net of costs and expenses incurred in no event connection with the recovery of such proceeds and any increase in insurance premium associated therewith) to the Indemnifying Party. This Section 9.5(e) shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law not apply with respect to insurance proceeds recovered under the conduct R&W Insurance Policy. (h) For purposes of calculating the Companyindemnifiable Losses that may be recovered pursuant to Section 9.2, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages any indemnifiable Losses shall be determined without duplication of any other Loss for which indemnification has been provided and shall be computed net of any amounts specifically related to such Losses that it can recover from the other are actually included in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed calculation of Closing Merger Consideration (as adjusted pursuant to be a reduction of the Purchase Price paid by Buyer under this AgreementSection 3.5).

Limits on Indemnification. All Indemnifiable Costs sought by (a) The maximum of any party hereunder liability of the Sellers for all indemnity claims shall be net limited to the amount of any insurance proceeds received the Purchase Price; except for (i) claims involving the subject matters of Sections 4.19; (ii) for exemplary or punitive damages; (iii) claims made for fraud, deceit or misrepresentation; and (iv) fines or penalties levied by Governmental Entities, all of which ((i)-(iv)) shall be unlimited as to amount. In addition, the Sellers shall not have an indemnification obligation to the Buyers under this Agreement until the total of all Losses exceeds an aggregate of two hundred thousand dollars ($200,000) and then only to the extent that such Person with respect Losses exceed such amount. Section 10.6 provides the Buyers' exclusive indemnification remedy for Product Warranty Work, and such Product Warranty Work shall not be taken into consideration in determining whether Losses have exceeded the $200,000 limitation referred to such claim herein. (less b) Sellers' liability for all indemnity claims involving the present value subject matter of any premium increases occurring Section 4.24 shall be further limited as follows: (i) Buyers shall bear 331/3% of all Losses related to Section 4.24 and Sellers shall be liable for the remaining 662/3%, (ii) Losses related to Section 4.24 shall not be subject to the $200,000 deductible provided for in Section 10.5(a) and shall not be taken into consideration in determining whether Losses have exceeded the $200,000 deductible provided for in Section 10.5(a), (iii) Losses related to Section 4.24 shall be covered only to the extent they arise as a result of or are incurred in connection with reasonable requirements of any third party lender, purchaser or material real estate lessee or lessor in connection with any material transaction undertaken by any Buyer or its assigns or any governmental action taken, or any action required by any Governmental Entity in connection with enforcement of any Law. Buyers represent that they are unaware of any such claim). Except for (i) any claims for breach third party or governmental requirements as of the representations, warranties date of this Agreement and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary as of the Closing Date (except for claims made Date. As a condition to indemnification under this Section 10.5(b) , each Buyer shall, prior to such date taking any activities which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated may lead to pay any amounts a claim for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000Section 10.5(b), whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated provide Sellers with material information leading to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach Buyer's consideration of such representation or warranty shall be ignored. Notwithstanding activities, and will consult with Sellers concerning the foregoing, (i) in no event shall the aggregate liability reasonableness of the Company need for, and Mill▇▇ ▇▇ Buyer or Buyer extent of, such activities. The provisions of this Section 10.5(b) are not intended to limit the Company and Mill▇▇ ▇▇▇eed effect of any other provisions of this Agreement except as explicitly stated herein. (c) Sellers shall have no liability for any indemnity claim asserting that the amount of obsolete Inventory is in excess of the agreed amount of $353,000, which amount has been credited against the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall applypursuant to Section 2.3(b)(i)(J). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Notwithstanding anything to the expiration of the applicable statute of limitations and if so madecontrary contained in this Agreement, such claims an Indemnifying Party shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts any claim for indemnification pursuant to Section 8.2(a) or Section 8.3(a), as the case may be, unless and until (A) any such indemnifiable Loss or series of related indemnifiable Losses which indemnification may be sought. Buyer recovered from such Indemnifying Party under such sections exceeds Two Thousand Dollars ($2,000) (the “Per-Claim Threshold”), in which case all such Losses, regardless of the Per-Claim Threshold, shall be indemnifiable claims and subject to indemnification hereunder and shall be counted against the Indemnity Threshold, and any individual Loss (or series of related Losses) less than or equal to the Per-Claim Threshold (unless it is part of a series of related Losses that aggregate to exceed the Per-Claim Threshold) shall not be obligated to pay any amounts aggregated for indemnification under this ARTICLE VIII until purposes of calculating whether or not Losses of the Indemnified Party exceed the Indemnity Threshold, and (B) the aggregate indemnification obligation sought by amount of indemnifiable Losses that may be recovered from such Indemnifying Party under such sections equals or exceeds Seventy-Five Thousand Dollars ($75,000) (the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000“Indemnity Threshold”), whereupon Buyer after which the Indemnifying Party shall be liable for all amounts for which indemnification may be sought. For purposes Losses pursuant to this Article VIII in excess of SECTIONS 8.1 the Indemnity Threshold, not including those accrued in the Indemnity Threshold); provided, that the foregoing provisions of this Section 8.5(d) shall not apply to Losses arising out of or 8.5relating to any claim arising out of or relating to any inaccuracy or breach of any Fundamental Representation, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effectin Section 4.11 (Intellectual Property) (the “IP Representations”), as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such any representation or warranty shall set forth in Section 4.17 (Taxes) or to claims relating to fraud, intentional misrepresentation or willful misconduct. There will be ignoredno liability of any Indemnifying Party in respect of claims for indemnification pursuant to Section 8.2(a) or Section 8.3(a) of this Agreement for amounts in the aggregate in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), except with respect to Fundamental Representations and IP Representations. There will be no liability of any Indemnifying Party in respect of claims for indemnification pursuant to Section 8.2(a) or Section 8.3(a) of this agreement for amounts in the aggregate in excess of seven million five hundred thousand dollars ($7,500,000) with respect to the IP Representations. Notwithstanding anything to the foregoingcontrary herein, (i) in there will be no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct Company’s indemnification obligations under this Agreement (including with respect to Fundamental Representations) in excess of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed Aggregate Consideration payable to be a reduction of the Purchase Price paid by Buyer Owners under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect (a) Subject to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representationsSection 11.11, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability Apollo Entities be responsible for Damages under Section 11.1(a) or Section 11.1(h), in each case, in excess of the Company and Mill▇▇ ▇▇ Buyer fifty percent (50%) of the Total Consideration, except for Damages: (i) arising from, or Buyer directly or indirectly related to the Company and Mill▇▇ ▇▇▇eed the Purchase Price andfraud, willful breach, or intentional misrepresentation, for which responsibility shall be to fullest extent under Applicable Law; or (ii) those arising from breach of the Fundamental Representations, or the Tax Representations, for which responsibility shall not be in excess of an amount equal to one-hundred percent (100%) of the Total Consideration. In no event shall the aggregate liability Apollo Entities be responsible for Damages under Section 11.1(b) through 11.1(g) in excess of an amount equal to the sum of one-hundred percent (100%) of the Company Total Consideration and any Earnout Payments earned, payable or Mill▇▇ ▇▇ Buyer paid. In no event shall Saturn be responsible for a breach Damages under Section 11.2 in excess of SECTION 3.21 the amounts paid to the Apollo Entities under this Agreement, except for Damages arising from, or directly or indirectly relate to fraud, willful breach, or intentional misrepresentation. (Year 2000b) exceed No claim for Damages shall be made under Section 11.1(a) or Section 11.2(a) unless the aggregate of Damages exceeds $2,500,000 250,000 for which claims are made hereunder by the Indemnified Persons (absent gross negligence or willful misconductthe “Threshold”), in which case only the liability cap in subclause Indemnified Persons shall be entitled to seek compensation for all Damages, including the amount of the Threshold; provided, however, that the Threshold shall not apply with respect to (i) above any Damages arising from, or directly or indirectly relate to, any claims for indemnification involving the Ancillary Agreements, the Tax Representations, the Specified Representations, the Fundamental Representations or fraud, willful breach, or intentional misrepresentation. (c) No Indemnified Persons shall apply). However nothing be entitled to double recovery for any adjustments to consideration provided for hereunder or for any indemnifiable Damages even though such Damages may have resulted from the breach of more than one of the representations, warranties, agreements and covenants in this ARTICLE VIII Agreement; provided, however, that the foregoing limitation shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect not prevent an Indemnified Person from recovering all Damages to the conduct which it is entitled hereunder arising out of the Companysame set of facts and circumstances notwithstanding the fact that an indemnification claim for such Damages is based upon more than one representation, Mill▇▇ ▇▇ Buyer in connection with this Agreement warranty, agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementcovenant.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder Notwithstanding anything to the contrary contained in this Agreement: (a) No indemnification pursuant to this ARTICLE IV shall be net made (other than indemnification in respect of any insurance proceeds received the matters set forth in Section 4.01(a)(iii) and Section 4.01(a)(iv)) unless the aggregate amount of Indemnified Losses incurred by the Indemnified Parties hereunder (excluding such Person Indemnified Losses incurred in respect of the matters set forth in Section 4.01(a)(iii) and Section 4.01(a)(iv)) exceeds Two Hundred Thousand United States Dollars (US $200,000) (the “Threshold Amount”); provided, however, that if the aggregate amount of all Indemnified Losses exceeds the Threshold Amount, then, subject to Section 4.08, the entire amount of all Indemnified Losses shall be recoverable by the Indemnified Parties. (b) No Indemnified Party may make a claim for indemnification under Section 4.02 for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the applicable survival period set forth in Section 2.26 or, with respect to such any Claims made pursuant to Section 4.01(a)(iii) after January 31, 2013; provided that any claim (less the present value of arising in connection with any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Claim Notice delivered on or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute survival period shall survive for the benefit of limitations all Indemnified Parties beyond the expiration of the applicable survival period until such claim is finally resolved. (c) The amount of any indemnification payable under this ARTICLE IV with respect to any Loss shall be reduced by the net amount of any insurance proceeds, indemnity payments, contributions or similar payment actually received by any Indemnified Party with respect to such Loss (calculated net of any expense incurred in collecting such amount and if so madethe net present value of any increase in applicable insurance premiums incurred as a result of the claim that resulted in such recovery). To the extent any Indemnified Party receives (i) any such amount from insurers or other third parties, such claims shall continue after such date until finally resolved)insurers or other third parties may, notwithstanding the prior sentence, be subrogated to the rights of the Indemnified Party hereunder and (ii) any claims such amount from insurers or other third parties after the Indemnified Parties have been indemnified for breach the applicable Loss, such Indemnified Party shall repay to the Rights Holders and Closing Cash Bonus Participants promptly any amount that the Indemnifying Party would not have had to pay pursuant to this Section 4.02 had the Indemnified Parties received such amount prior to being indemnified hereunder. (d) The Indemnified Parties shall not be entitled to indemnification for any Losses resulting from, arising out of or related to the IP Transfer, unless such Losses would nonetheless have been incurred had the Merger occurred without the prior occurrence of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 IP Transfer. (e) Each Loss for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior Indemnified Party is entitled to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until IV shall be determined without duplication of recovery by reason of the aggregate state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement and in giving rise to indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll under Section 4.01. (f) No Indemnified Party shall be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated entitled to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable IV for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, Losses (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other any Losses incurred shall not be included in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct calculation of any limitations on indemnification set forth herein) to the extent such Losses were previously reflected in connection with this Agreement. All Indemnifiable Costs paid the calculation of Indebtedness and/or Expenses. (g) Notwithstanding anything to the contrary herein, the rights and remedies of the Indemnified Parties after the Closing shall not be limited by the Company fact that any Indemnified Party had knowledge of any breach, event or Mill▇▇ ▇▇▇ll be deemed circumstance prior to be a reduction of the Purchase Price paid by Buyer under this AgreementClosing or waived any condition to the Closing related thereto.

Limits on Indemnification. All Indemnifiable Costs sought The obligations of the Indemnifying Parties under this Section 7 are subject to the following provisions: (a) No claim for indemnification under Section 7.2(i) and 7.3(i) (other than claims arising out of or based upon the breach of a Fundamental Representation) may be made by the Indemnified Parties unless or until the aggregate amount for all such claims for which indemnity is ultimately determined or agreed to be indemnifiable hereunder by Seller Indemnifying Parties or Purchaser Indemnifying Parties, respectively, exceeds $500,000 (the “Basket”), after which point the applicable Indemnifying Party will be obligated to indemnify the applicable Indemnified Parties for all Losses (including the amount of the Basket). (b) No claim for indemnification under Section 7.2(i) and 7.3(i) (other than claims arising out of or based upon the breach of a Fundamental Representation) made by the Indemnified Parties will be payable by the applicable Indemnifying Party to the Indemnified Parties in excess of an aggregate amount equal to $2,500,000 (the “General Cap”). (c) In no event shall either Purchaser or Seller be obligated to provide indemnification under this Agreement, any party hereunder Transaction Documents or in connection with the transactions contemplated hereby or thereby in excess of the aggregate value of the Aggregate Consideration actually issued under the terms of this Agreement (the “Purchase Price Cap”). For all purposes under this Agreement, the value of one Unit shall be net equal to the Fair Market Value, as may be adjusted for stock splits, reverse stock splits or similar occurrences. (d) When determining the maximum amount an Indemnified Party may recover under this Section 7 in respect of any Losses, including without limitation the limits on recovery imposed by the Basket, the General Cap and the Purchase Price Cap, all prior amounts claimed or recovered against an Indemnifying Party under this Section 7 shall be cumulative with all other recoveries made hereunder, and credited against such limitations. (e) All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Section 7 shall be reduced by the amount of insurance proceeds proceeds, indemnification payments and other third-party recoveries that any Indemnified Party is paid or otherwise received in respect of any Losses incurred by such Person Indemnified Party; provided that no such Indemnified Party shall be required to seek or obtain such recovery. For the avoidance of doubt, in no event shall the Indemnified Parties be entitled to any recovery with respect to any particular incident, fact or event which resulted in indemnifiable Losses in excess of the amount of such Losses (regardless of whether a claim for such Losses can be brought under multiple subsections of Section 7); to the extent an Indemnified Party received an indemnity payment hereunder and receives any payment or amounts contemplated by the preceding sentence such that the aggregate amount of such proceeds excess the aggregate amount of Losses so incurred, the Indemnified Parties shall remit to the Indemnifying Parties the lesser of the amount of such excess and the amounts paid by the Indemnifying Parties hereunder. (less the present value f) The Indemnified Parties shall use their commercially reasonable efforts to mitigate all Losses after becoming aware of any premium increases occurring as a result event which may give rise to any Losses in respect of such claim). Except which the Indemnified Party may be entitled to indemnification pursuant to this Section 7. (g) Notwithstanding anything in this Agreement to the contrary, for (i) any claims for breach purposes of the representations, warranties and covenants indemnification obligations under this Section 7 all of the Company representations and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under set forth in this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5Agreement, any requirement other Transaction Document or any certificate or schedule executed or delivered in any representation connection herewith or warranty therewith that an event or fact be are qualified as to “material,” “materiality,” “material or have a respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification for purposes of determining the amount of Losses resulting from, as appropriate, in order for such event arising out of or fact relating to constitute a misrepresentation or any breach of such representation or warranty shall be ignored. Notwithstanding (but not, for the foregoingavoidance of doubt, for the purposes of determining whether any such breach of any such representation or warranty has occurred). (ih) The Indemnified Parties’ rights to indemnification contained in no event shall the aggregate liability this Section 7 are part of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability basis of the Company or Mill▇▇ ▇▇ Buyer for a breach bargain contemplated by this Agreement; and the representations, warranties, covenants and obligations of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductthe Indemnifying Parties, in which case only and the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, rights and remedies that may be exercised by the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Indemnified Parties with respect to thereto, shall not be waived, limited, qualified, or otherwise affected by or as a result of any knowledge on the conduct part of any of the CompanyIndemnified Parties, Mill▇▇ ▇▇ Buyer in connection with this Agreement regardless of whether it was obtained (or in it should have been obtained) through any due diligence review, audit or other investigation by any Indemnified Party or through disclosure by Seller, and regardless of whether such knowledge was obtained before or after the amount execution and delivery of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted against any Person for Proportionate Damages, unless written notice of such claim is given pursuant to Section 9.7 to the Principal Company Stockholder or the relevant Other Holder, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 2.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding any provision contained in this Agreement to the contrary: (i) neither the Principal Company Stockholder nor any of the Other Holders (collectively, the “Stockholders”) shall be liable to any Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Proportionate Damages equals or exceeds $3,000,000, in which case the Stockholders shall be liable only for the Proportionate Damages in excess of such amount; (ii) the maximum aggregate amount of indemnifiable Proportionate Damages which may be recovered by the Indemnified Parties shall be an amount equal to 20% of the result of (x) the Applicable Percentage multiplied by (y) the result of $25.21 multiplied by the Fully Diluted Shares; (iii) no Proportionate Damages may be claimed by any Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Proportionate Damages set forth in clause (i) above other than Proportionate Damages in excess of $10,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement; (v) the liability of each Other Holder with respect to any Proportionate Damages hereunder shall be limited to such Other Holder’s Pro Rata Portion of such Proportionate Damages. The “Pro Rata Portion” of Proportionate Damages attributable to each Other Holder shall be determined by a fraction, the numerator of which is the aggregate number of shares of Company Common Stock and Option Shares subject to Vested Company Options held by such Other Holder immediately prior to the Effective Time, and the denominator of which is the sum of (x) the number of shares of Company Common Stock and Option Shares subject to Vested Stock Options held by all Other Holders plus (y) the number of shares of Class B Common Stock held by the Principal Company Stockholder, in each case immediately prior to the Effective Time. (c) For all purposes of this Article VII, “Proportionate Damages” shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 insurance or 3.14, hereof (for which indemnification claims must be made prior other recoveries payable to the expiration Indemnified Party or its Subsidiaries in connection with the facts giving rise to the right of the applicable statute of limitations indemnification and if so made, such claims shall continue after such date until finally resolved), (ii) any claims Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Proportionate Damages (including, without limitation, the net present value (using the Indemnified Party’s average cost of borrowing for breach the year in which such Proportionate Damages are first accrued, incurred or paid) of any Tax benefit arising in subsequent taxable years). (d) The Indemnified Parties and the representationsPrincipal Company Stockholder shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the other party hereunder, warranties including by making commercially reasonably efforts to resolve any such claim or liability. In the event that any of Indemnified Parties and covenants of the Principal Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at Stockholder shall fail to make such commercially reasonably efforts to resolve any time after the Closing) claim or (iii) any claims for breach of the representationsliability, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior then notwithstanding anything else to the expiration of the time periods contrary contained therein)herein, the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer other party shall not be obligated required to pay indemnify any amounts person for indemnification under this ARTICLE VIII until any loss, liability, claim, damage or expense that could reasonably be expected to have been avoided if the aggregate indemnification obligation sought by Indemnified Parties and the Principal Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse EffectStockholder, as appropriatethe case may be, had made such efforts. (e) Notwithstanding any provision contained in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer this Agreement to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyercontrary, the Principal Company or Mill▇▇ ▇▇ exercising or securing Stockholder shall not be required to make any remedies provided by applicable statutory or common law with respect payment as indemnification hereunder unless and until it has received, pursuant to the conduct of the CompanyRedemption Agreement, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in an amount at least equal to the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementany such payment.

Limits on Indemnification. All Indemnifiable Costs sought by (a) The Seller shall have no liability under Section 9.02 for any party hereunder claim for indemnification in respect of Purchaser Indemnified Parties’ Losses, and the Purchaser shall be net not have any liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) which individually (except that if the Losses are a series of related Losses, then in the aggregate) are less than $100,000 (the “De Minimis Amount”) (provided that in the event that the amount of any insurance proceeds received by such Person Loss with respect to such individual claim, or series of related Losses exceeds the De Minimis Amount, subject to the limitations in (ii), indemnification shall be made from the first dollar of Losses resulting from such claim not withstanding that any individual claim may involve a Loss of less than the De Minimis Amount,) and (less ii) until the present value aggregate amount of the respective Indemnified Parties’ Losses associated with indemnification claims under such Section exceeds $1,000,000 (the “Deductible Amount”), after which the Indemnifying Party shall be obligated for all such Indemnified Parties’ Losses, and not only the portion of such Losses exceeding the Deductible Amount. The maximum liability of each Indemnifying Party under Section 9.02 shall not exceed $80,000,000 (the “Cap”). The provisions of this Section 9.04 shall not apply with respect to indemnification for (x) breach of any premium increases occurring as covenant or agreement, or (y) Taxes. (b) The Seller shall have no liability under Section 9.02 for any claim for indemnification in respect of Purchaser Indemnified Parties’ Losses, and the Purchaser shall not have any liability under Section 9.03 for any claim for indemnification in respect of Seller Indemnified Parties’ Losses, (i) to the extent that such Losses result solely and exclusively from the Indemnified Party undertaking any action required to be taken pursuant to a result covenant or obligation applicable to the Indemnifying Party set forth in this Agreement (including without limitation the Pre-Closing Restructuring or pursuant to the Interim Management Agreement), and (ii) directly resulting from any actions taken by the Indemnifying Party pursuant to and in accordance with any written instruction, consent, approval or waiver given by the Indemnified Party. (c) Notwithstanding any other provision of such claim). Except for this Agreement, the limitations in Section 9.04(a) shall not qualify or limit the liability of an Indemnifying Party in relation to (i) any claims for breach of those representations and warranties contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04 or Section 4.01 hereof, or Clauses 4.1, 4.2, 4.6 or 5.1 of the representationsSecurities Purchase Agreement, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided claim under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that is attributable to fraud, willful dishonesty or willful concealment on the part of the Indemnifying Party. (d) Payments by an event Indemnifying Party pursuant to Section 9.02 or fact be material or have a Material Adverse Effect, as appropriate, Section 9.03 in order for such event or fact to constitute a misrepresentation or breach respect of such representation or warranty any Loss shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer limited to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages any liability or damage that it can recover from remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, (promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses (net of any reasonable direct related costs incurred by the event Indemnified Party in pursuing such claims, including any Taxes on such costs and expenses) for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses); provided that Buyer successfully proves intentional fraud or intentional fraudulent conduct payments in connection with respect of Losses shall not be reduced by this Agreement. All Indemnifiable Costs Section 9.04(d) in respect of insurance deductibles actually paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementIndemnified Party.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding anything to the contrary contained in this Agreement: (a) no amount shall be payable by Seller pursuant to Section 9.2(a)(i) until the aggregate amount of all claims for Damages brought by the Buyer Indemnified Parties that are indemnifiable pursuant to such Section exceeds $750,000 (the “Deductible Amount”), and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (b) no amount shall be payable by Buyer pursuant to Section 9.2(b)(i) until the aggregate amount of all claims for Damages brought by the Seller Indemnified Parties that are indemnifiable pursuant to such Section exceeds the Deductible Amount and then only for the amount by which such Damages exceed the Deductible Amount; provided, that, the Deductible Amount shall not apply to claims for Damages arising out of, resulting from or incident to breaches by Buyer of its representations and warranties set forth in Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Enforceability) and Section 4.6 (Brokers and Finders), which breaches shall be indemnified against in their entirety (but shall not count for purposes of determining whether aggregate Damages have exceeded the Deductible Amount); (c) the maximum aggregate amount of Damages for which indemnity may be recovered by the Buyer Indemnified Parties from Seller (i) pursuant to Section 9.2(a)(i) shall be an amount equal to Five Million Dollars ($5,000,000), and (ii) pursuant to Section 9.3(a)(i) or 9.3(a)(ii) shall be an amount equal to the Fixed Payment; provided, that, the indemnity cap set forth in clause (i) shall not apply to Damages arising out of, resulting from or incident to breaches by Seller of its representations and warranties set forth in Section 3.1 (Ownership of Equity), Section 3.2 (Authority and Enforceability), Section 3.5 (Organization and Good Standing), Section 3.6 (Capitalization) and Section 3.19 (Brokers and Finders), which breaches shall be indemnified against in their entirety (and shall not be subject to such indemnity cap); (d) the maximum aggregate amount of Damages for which indemnity may be recovered by the Seller Indemnified Parties from Buyer (i) pursuant to Section 9.2(b)(i) shall be an amount equal to Five Million Dollars ($5,000,000), and (ii) pursuant to Section 9.3(b) shall be an amount equal to the Fixed Payment; (e) the amount of any Damages claimed by any party Buyer Indemnified Party hereunder shall be net of any insurance allowances and reserves provided in (i) the Financial Statements that are specifically identified with respect thereto, or (ii) the Closing Date Balance Sheet and taken into account in determining the Buyer Note Amount; (f) the amount of any Damages claimed by any Buyer Indemnified Party hereunder shall be net of any net cash proceeds received of any insurance, indemnity, contribution or other payments or recoveries of a like nature with respect thereto (it being agreed that, promptly after the realization of any such reductions of Damages pursuant hereto, such Buyer Indemnified Party shall reimburse Seller for such reduction in Damages for which such Buyer Indemnified Party was indemnified prior to the realization of such reductions of Damages); (g) an Indemnified Party shall not be entitled under this Agreement to multiple recovery for the same Damages; (h) in determining the amount of indemnification due under this ARTICLE IX, all payments shall be reduced by any Tax benefit recognized by the Indemnified Party on account of the underlying claim. A Tax benefit will be considered to be recognized by the Indemnified Party for purposes of this Section 9.4(h) in the Tax Period in which the indemnity payment occurs; and (i) if an Indemnified Party recovers Damages from an Indemnifying Party under Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such Person recovery, to the Indemnified Party’s rights against any third party with respect to such claim (less recovered Damages subject to the present value subrogation rights of any premium increases occurring as a result of such claim). Except for (i) any claims for breach insurer providing insurance coverage under one of the representations, warranties Indemnified Party’s policies and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior except to the expiration extent that the grant of subrogation rights to the Indemnifying Party is prohibited by the terms of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementinsurance policy.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net (a) Neither the Acquiror Indemnified Persons nor the OSI Indemnified Stockholders may recover in respect of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring for indemnification as a result of such claima breach of any representation or warranty in accordance with Section 7.1 or Section 7.2, respectively, unless and until the Indemnifiable Losses in accordance with Section 7.1 or Section 7.2, respectively, have been incurred, paid or accrued in an aggregate amount greater than Two Million Dollars ($2,000,000) (the “Indemnification Threshold”); provided, however, the Indemnification Threshold shall not apply to any Indemnifiable Losses arising out of Section 7.1(d) or Section 7.1(e). Except for Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 7.1, the Acquiror Indemnified Persons shall be entitled to recover Indemnifiable Losses as a result of a breach of such representation or warranty incurred, paid or accrued by them in excess of the Indemnification Threshold, from and solely out of the Indemnification Escrow Amount, pursuant to terms of the Escrow Agreement. Once the Indemnification Threshold has been exceeded with respect to claims as a result of a breach of any representation or warranty pursuant to Section 7.2, the OSI Indemnified Stockholders shall be entitled to recover from Buyer all Indemnifiable Losses as a result of a breach of such representation or warranty incurred by them in excess of the Indemnification Threshold. Notwithstanding anything to the contrary in this Agreement, in no event shall the Indemnification Threshold apply to any amounts recovered by Buyer pursuant to the Tangible Net Worth Adjustment. (ib) any Subject to Section 7.4(b) below, the period during which claims for indemnification under this Article VII may be initiated shall commence at the Effective Time and terminate at 5:00 p.m., Eastern time, on June 30, 2009 (the “Claim Period”); provided, however, that any claim initiated by written notice from Buyer to the Stockholders’ Representative or from the Stockholders’ Representative to Buyer, as the case may be, setting forth the nature of the claim in reasonable detail, including the estimated amount of the claim, prior to expiration of the Claim Period shall not terminate until the claim is finally resolved. All representations and warranties of the parties contained in this Agreement shall survive the consummation of the Merger and continue until the expiration of the Claim Period, after which time such representations and warranties shall terminate, except that claims with respect to any breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 any representation or 3.14, hereof (for which indemnification claims must be made warranty initiated prior to the expiration of the applicable statute of limitations and if so made, Claim Period in accordance with the foregoing do not terminate until such claims shall continue after such date until are finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (ia) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Notwithstanding anything to the expiration of the applicable statute of limitations and if so madecontrary herein, such claims shall continue after such date until finally resolved)absent Actual Fraud, (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer Seller in connection with this Agreement or in the Transaction Documents, including the transactions contemplated herein and therein, exceed the Purchase Price. (b) The Buyer Indemnified Parties shall take, and shall cause the Company to take, all commercially reasonable steps to mitigate a Loss upon becoming aware thereof and of the event which gives rise thereto and will each also use commercially reasonable efforts to pursue claims and collect any amounts to which they may be entitled under insurance policies or from third parties (pursuant to indemnification agreements or otherwise). The Parties agree that the Buyer Indemnified Parties shall have no recourse under this Article VII for any Losses that the Buyer Indemnified Parties would not have suffered had such party exercised commercially reasonable efforts to mitigate such Losses within a reasonable amount of damages time following the discovery by such party of the fact, event or circumstance giving rise to such Losses (and for any Buyer Indemnified Party that is not a natural Person, the bringing to the attention of a responsible officer thereof of such fact, event or circumstance). (c) The amount of any and all Losses indemnifiable under this Agreement shall be determined net of any amounts actually recovered by a Buyer Indemnified Party (or any of its Affiliates) with respect to such Losses from any third party, including any indemnity, contribution or other similar payment, or under or pursuant to any insurance policy pursuant to which or under which such Buyer Indemnified Party (or any of its Affiliates) has rights (including the R&W Policy), it can recover from being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds and reasonable out-of-pocket costs and any costs or expenses attributable to increases in insurance premiums. If Seller has actually indemnified or held harmless Buyer or another Buyer Indemnified Party upon a claim for indemnification pursuant to this Agreement and, subsequently, there is an actual payment under the R&W Policy (whether to Buyer, another insured under the R&W Policy or a third party) for a claim involving the same or related facts that gave rise to the indemnification claim, then Buyer shall (or shall cause the other insured under the R&W Policy to) use such insurance proceeds (net of any costs of recovery or other reasonable costs and expenses related to the insurance claim) and promptly reimburse Seller for any indemnification amount previously paid by Seller. (d) Notwithstanding anything to the contrary contained in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company , under no circumstances will any Party or Mill▇▇ ▇▇▇ll any of its Affiliates be deemed entitled to be a reduction of the Purchase Price paid by Buyer recover more than one time for any Loss under this Agreement, and to the extent a Party or any of its Affiliates is compensated for a matter through the adjustments provided for in Section 2.6 or otherwise, such Party and its Affiliates will not have a separate right to indemnification or adjustment in another portion of Section 2.6 for such matter. Without limiting the generality of the prior sentence, if a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement that is subject to the indemnification obligations under this Article VII as applicable, only one recovery of Losses shall be allowed, and in no event shall there be any indemnification or duplication of payments or recovery under different provisions of this Agreement arising out of the same facts, conditions or events.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Notwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be net liable for any indirect, special, incidental, exemplary, punitive or consequential Losses or for any lost profits of any insurance proceeds received by such Person with respect to such claim other party; (less the present value ii) no indemnification obligation of Seller shall arise under this Agreement for any breach or Losses arising from claims of any premium increases occurring third party which are subject to the indemnification provided for in this Article VII (“Third Party Claim”) which results from or is incurred wholly or partly as a result of any change in applicable Laws after the date hereof; (iii) with respect to contingent or unquantifiable Losses, no payment will be due by any indemnifying party unless and until the relevant Losses cease to be contingent or may be quantified; and (iv) with respect to contingent Losses resulting from Third Party Claims, no such claim)contingent Losses may be asserted as a Third Party Claim under this Article VII unless and until an identifiable third party shall have manifested (x) a present awareness of its right to assert such Third Party Claim and (y) a present intent to assert such Third Party Claim. (b) No Party shall have any liability under any provision of this Agreement for any Losses to the extent that such Losses relate to, wholly or partly, or are increased as a result of actions, omissions or failure to mitigate by the other Party or its officers, directors, employees and agents. Except for (i) Each Party shall take and shall cause to be taken all steps reasonably necessary to mitigate all such Losses promptly after becoming aware of any claims for breach event that could reasonably be expected to give rise to such Losses. If a Person that has a right of the representationsindemnification under this Article VII can, warranties and covenants by expenditure of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 money not exceeding $50,000, mitigate or 3.14, hereof (otherwise reduce or eliminate any Loss for which indemnification claims must would otherwise be made prior to the expiration of the applicable statute of limitations and if so madeclaimed, such claims shall continue after Person may take such date until finally resolved), (ii) any claims for breach of the representations, warranties action and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order entitled to reimbursement for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company expenditures and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementrelated expenses.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less a) With the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach exception of the representationsrepresentations and warranties set forth in Section 4.12, the representations and warranties of DevStream and covenants the Key Employee set forth in this Agreement will survive only for a period of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof one (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii1) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time year after the ClosingClosing Date. (b) Any covenant or (iii) any claims for breach of agreement by the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for parties hereto which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of by its terms contemplates performance after the Closing Date will survive the Closing Date, including the obligations and liabilities of DevStream, Key Employee and Spouse under Section 10.3. (except for claims made prior to such date which shall continue after such date until finally resolved). The Company c) DevStream, the Key Employee and Mill▇▇ ▇▇▇ll Spouse will not be obligated to pay any amounts for indemnification indemnify Compuware under this ARTICLE VIII Section 10.1 unless and until the aggregate indemnification obligation sought by Buyer hereunder exceeds of Losses for which indemnity is provided under Section 10.1 reaches One Hundred Thousand Dollars ($100,000), whereupon in which event DevStream, the Company Key Employee and Mill▇▇ ▇▇▇ll Spouse will be obligated to indemnify Compuware for all applicable Losses; provided, however, that the indemnification threshold of $100,000 will not apply to the indemnification obligations of Sections 10.1 and 10.7 specifically relating to Taxes nor will any amounts paid in respect of Sections 10.1, or 10.7 specifically relating to Taxes reduce such indemnification threshold or affect such indemnification deductible as the same may apply to any other claims for indemnification. (d) Notwithstanding anything to the contrary contained in this Agreement, Compuware's rights to indemnification shall be made net of all insurance reimbursement, third-party contribution and third-party indemnification realized or to be realized by Compuware. If any claim for indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, the Indemnified Party expressly agrees that it will promptly notify the applicable insurance carrier of any such claim or Loss and tender defense thereof to such carrier, and will also promptly notify any third party indemnitor or contributor which may be liable for any portion of such Losses or claims. The Indemnified Party agrees to pursue, at the cost and expense of the Indemnifying Party, each applicable insurance carrier and third party indemnitor or contributor. (e) The Indemnified Party will use all amounts reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. (f) If Compuware has received payment from the Indemnity Escrow Fund with respect to Losses and, thereafter, Compuware has received or is entitled to receive indemnification for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until other Losses ("Other Losses"), which, in the aggregate indemnification obligation sought by together with the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000Losses, whereupon Buyer shall exceed the Indemnity Escrow Fund, Compuware will nonetheless be liable entitled to collect from, and pursue, DevStream , the Key Employee and Spouse, jointly and severally, for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5payment of, and DevStream, the Key Employee and Spouse will, jointly and severally, pay to Compuware any requirement in any representation or warranty that an event or fact be material or have a Material Adverse EffectOther Losses to the extent unpaid. (g) Notwithstanding anything herein to the contrary, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignoredLosses will not include punitive damages. Notwithstanding the foregoingpreceding sentence, Losses will include amounts recoverable or recovered from Compuware by a third party (which third party will not include an affiliate of Compuware) which constitute punitive damages. Notwithstanding anything herein to the contrary, Losses will not include "lost profits" or "lost revenues", unless "lost profits" or "lost revenues" are included in claims of third parties against Compuware and/or the surviving corporation. Notwithstanding the preceding sentence, for purposes of this Section 10, "lost profits" or "lost revenues" means a negative impact on future revenues or profits of Compuware arising as an indirect or secondary consequence of a breach of a representation, warranty, covenant or agreement but "lost profits" or "lost revenues" will be included in Losses to the extent they are the direct consequence of a breach of a representation, warranty or covenant. (h) The parties agree that any indemnification payment made by DevStream, Key Employee or Spouse under Sections 10.1 or 10.7 to Compuware is an adjustment to the Purchase Price, and they agree to consistently so treat any such payment on any Tax Return or claim for refund that they file, in any administrative or appeals procedure, judicial proceedings, or any other situation in which a characterization of such a payment is made. (i) in no event shall Each party hereby acknowledges and agrees that, from and after the aggregate liability of the Company Closing Date, its sole and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law exclusive remedy with respect to any and all claims relating to the conduct subject matter of this Agreement will be pursuant to the provisions set forth in this Section 10 below, except as provided in Section 10.3, any claims based on fraud and/or any claims relating to Taxes and Proprietary Rights, for which Losses will not be so limited. In furtherance of the Companyforegoing, Mill▇▇ ▇▇ Buyer in connection with each party hereby waives, from and after the Closing Date, to the fullest extent permitted under applicable law, any and all claims, rights and causes of action (other than claims of fraud and claims arising under this Section 10) it may have relating to the subject matter of this Agreement arising under or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud based upon any federal, state, local or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company foreign statute, law, ordinance, rule or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementregulation or otherwise.

Limits on Indemnification. All Indemnifiable Costs sought by No Party shall have any party hereunder shall be net of any insurance proceeds received by such Person with respect right to such claim (less the present value of any premium increases occurring as a result of such claim). Except for seek indemnification under this Agreement (i) until Losses which would otherwise be indemnifiable hereunder and have been incurred by such Party and other indemnitees associated with or related to such Party exceed $500,000 in the aggregate (provided that after such $500,000 amount has been satisfied, the Party entitled to indemnification shall only be entitled to recover all Losses in excess of $300,000); or (ii) for an aggregate amount in excess of $5,000,000; provided, however, that for purposes of calculating the dollar amount of indemnification to which any claims for breach of Party is entitled, all materiality or similar qualifications in the representations, warranties (other than the representations and warranties set forth in Section 3.29 and Section 4.6) and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under in this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Agreement shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignoreddisregarded. Notwithstanding the foregoing, the limitations of Section 7.3(i) shall not apply to any claims for (iA) indemnification made by an Indemnified Seller Party for Losses related to any Product warranty claim (including any Product warranty Proceeding), (B) indemnification made by an Indemnified Seller Party for damages payable to a plaintiff under the HDD Lawsuit solely to the extent that they are related to Products (including Products included in no event shall Inventory) sold or put into the aggregate liability stream of the Company and Mill▇▇ ▇▇ commerce by Buyer or Fabrik on or after the Closing Date, or (C) indemnification made by an Indemnified Buyer Party for damages payable to a plaintiff under the HDD Lawsuit solely to the Company and Mill▇▇ ▇▇▇eed extent that they are related to Products (including Products included in Inventory) sold or put into the Purchase Price andstream of commerce by Seller prior to the Closing Date. An Indemnified Party may not claim from an Indemnifying Party any Losses for punitive or consequential damages (in tort, contract or otherwise) under or in respect of Article VII of this Agreement (ii) in no event including, without limitation, damages for any lost or prospective profits); provided that an Indemnified Party may claim from an Indemnifying Party, to the extent actually assessed, such damages paid by such Indemnified Party as a result of a Third Party Claim. The amount of any Losses under this Agreement shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing be reduced by any remedies provided net insurance proceeds actually received by applicable statutory or common law an Indemnified Party with respect to the conduct of the Companysuch Loss (after taking into account deductibles and changes to insurance premiums); provided, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages however, that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll insurance shall not be deemed to taken into account if policy renewal will be a reduction of the Purchase Price paid by Buyer under this Agreementadversely affected.

Limits on Indemnification. All Indemnifiable Costs sought No Purchaser Indemnified Party shall be entitled to indemnification for any Losses arising pursuant to Section 9.2(a)(i) until the aggregate amount of all Losses under all claims of Purchaser Indemnified Party pursuant to Section 9.2(a)(i) shall exceed Two Hundred and Fifty Thousand Dollars ($250,000) (the “Purchaser Indemnitee Deductible”), at which time all Losses incurred in excess of the Purchaser Indemnitee Deductible shall be subject to indemnification hereunder. The amount of any Losses otherwise recoverable under Section 9.2(a) or applicable to the Purchaser Indemnitee Deductible shall be reduced by any party hereunder shall be amounts actually received by a Purchaser Indemnified Party under insurance policies (net of any costs incurred in connection with the collection thereof and any increase in insurance proceeds received by such Person with premium or reduction in policy limits attributable thereto); provided, that Purchaser shall have no obligation to file any insurance claim in respect to such claim (less the present value of any premium increases occurring as a result of such claim)indemnifiable Loss hereunder. Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior The Purchaser Indemnitee Deductible shall not apply to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolvedLosses covered by Section 9.2(a)(ii), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closingiii) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior iv). Notwithstanding anything to the expiration contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from Seller arising out of or resulting from the time periods contained thereincauses enumerated in Section 9.2 (other than Liabilities arising under Article VII), the right to make claims for indemnification provided whether arising as a contract or tort claim or otherwise under or in respect of this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000Agreement, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact amount equal to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction 40% of the Purchase Price paid by Buyer under this Agreementas it may be adjusted in accordance with the terms hereof (the “Cap”); provided, however, that the Cap shall not apply to any Losses arising or resulting from any Excluded Liabilities, from any breach of the covenants set forth in Sections 5.8 or 5.17, or from fraud.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any Action be commenced against either party hereunder shall be net hereto for breach of any insurance proceeds representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such Person party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim (less or Action on or prior to the present value date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 10.01, irrespective of any premium increases occurring as a result whether the subject matter of such claim). Except for claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the Seller shall not be liable for any claims claim for breach indemnification pursuant to Section 10.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the representationsSeller equals or exceeds $11,000,000, warranties and covenants after which the Seller shall be liable only for those Losses in excess of $11,000,000; (ii) no Losses may be claimed under Section 10.02(a) by the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Purchaser or 3.14shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $500,000 resulting from any single claim or series of related claims; (iii) the maximum amount of indemnifiable Losses which may be recovered from the Seller arising out of or resulting from the causes set forth in Section 10.02 (a) shall be an amount equal to $82,500,000; provided, hereof that the limitations set forth in clauses (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolvedi), (ii) any and (ii) above shall not apply with respect to claims for breach of Section 4.01, Section 4.02, the representationslast sentence of Section 4.03, warranties Section 4.05 and covenants the last sentence of Section 4.10; (iv) any qualification of the Company representations and Mill▇▇ ▇▇▇er SECTION 3.3 warranties by reference to the materiality of or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining any breach thereof or the amount of any Loss arising therefrom. (c) Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for which any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement. (d) For all purposes of this Article X, “Losses” shall be net of (i) any insurance or other recoveries actually received by the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification, and (ii) any actually realized net Tax benefit available to (net of any actually realized Tax cost incurred by (in each case calculated on a with and without basis)) the Indemnified Party or any of its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses or resulting from the receipt of any indemnification claims must be made at payment under this Article X (including the net present value of any time after the ClosingTax benefit arising in subsequent taxable years) or and (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire amounts reserved on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Financial Statements with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementsuch Loss.

Limits on Indemnification. All Indemnifiable Costs sought by (a) Except in the event of intentional fraud, the Holdback Amount and, if applicable, the setoff against any party hereunder accrued and unpaid Contingent Consideration shall be net the sole and exclusive remedy of the Buyer Indemnitees from and after the Closing for any claims arising under this Agreement or in connection with the transactions contemplated hereby, including claims of breach of any representation, warranty or covenant in this Agreement. (b) No party shall be entitled to any recovery under this Agreement for its own special, incidental or consequential damages. Nothing in this Section 6.8 shall prevent any Indemnitee from being indemnified for all components of awards against them in actions by unrelated third parties, including, without limitation, special, incidental or consequential damage components. (c) No Buyer Indemnitee shall be entitled to indemnification for any Losses arising under Section 6.2(a) until the aggregate amount of all Losses under all claims of all Buyer Indemnities under Section 6.2(a) plus any claims for setoff of Losses pursuant to Section 1.3(e)(vi)(B) exceed $675,000 (the "Deductible"), and, Buyer shall be entitled to retain all or a portion the Holdback Amount or make an offset under Section 6.2(a) only in the amount by which such aggregate Losses exceed the Deductible, except that: all amounts due to Indemnitees related to Losses for Taxes (whether under Section 3.9 or Section 5.9) or Losses from a breach of the representations and warranties in Section 3.2 or Section 3.20 shall not be subject to the provisions of this Section 6.8(c) and shall be paid in full without any regard to the Deductible. The foregoing shall not limit Buyer's rights under Section 1.3(e)(vi) except as specifically provided in Section 1.3(e)(vi). Further, except as provided by Section 1.3(e)(vi) and except in the event of intentional fraud, the total liability of the Company under this Agreement or in connection with the transactions contemplated hereby shall not exceed the sum of (i) the Holdback Amount plus (ii) fifty percent of the Contingent Consideration (the parties' intention being that an offset claim under Section 6.2(a) and an offset claim arising under 1.3(e)(vi) could result in claims up to 100% of the Contingent Consideration, but in no event more than the amount set forth in Section 6.8(a)). (d) Except for the representations and warranties in Sections 3.9, 3.16 and 3.25(a), no Indemnitee shall be entitled to bring an Indemnification Claim for the breach of any representation or warranty if the Buyer had actual knowledge on or prior to the Closing of the facts, events, circumstances or omissions giving rise to such claim. (e) For purposes of this Agreement, any Loss otherwise recoverable shall be (i) reduced by the amount of any insurance proceeds received actually recovered by the Indemnitee in connection with such Person with respect Loss and by the amount of Tax benefit realized by the Indemnitee arising from the incurrence or payment of such Loss, and (ii) increased to such claim (less the present value take account of any premium increases occurring as a result increased insurance premiums arising from the incurrence or payment of such claim). Except for Loss and the amount of any Tax cost incurred from the receipt of the indemnity payment hereunder, in the case of (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made as reasonably determinable at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer Loss is otherwise being determined under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding the provisions of Sections 9.2(a) and (b): (a) No Seller (including the Eitings) shall have any obligation to indemnify any Parent and Buyer Indemnitee for any Losses, and no claim for Losses shall be made by any party hereunder Parent and Buyer Indemnitee, with respect to any representation and warranty made by any Company or any Seller under this Agreement, if the Chief Executive Officer, President or Chief Financial Officer of Parent knows on or before the Closing Date that such Company or such Seller has breached such representation and warranty or otherwise knows of the likely incurrence of such Loss, except as specifically provided in Section 9.2(b). (b) No Seller (including the Eitings) shall have any obligation to indemnify any Parent and Buyer Indemnitee for any Losses until the Parent and Buyer Indemnitees have suffered Losses in excess of $1,500,000 in the aggregate (at which point Sellers will be obligated to indemnify the applicable Parent and Buyer Indemnitee from and against all such Losses from the first dollar), except as specifically provided in Section 9.2(b). (c) Sellers (including the Eitings) shall have no obligation to indemnify any Parent and Buyer Indemnitee for any Losses in excess of $15,000,000 in the aggregate; provided, however, that with respect to any Losses arising out of a breach by any Seller of a representation and warranty contained in Section 3.1, the Seller breaching such representation and warranty shall be net liable for any such Losses up to the full amount of the Purchase Price received by such Seller as set forth on Schedule A attached hereto. (d) In computing the amount of any Losses as to which a party shall be entitled to indemnification hereunder, (i) the Indemnitor shall be given the benefit of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior may become available to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), Indemnitee; and (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must such amounts shall be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior limited to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer after-tax consequences to the Company and Mill▇▇ ▇▇▇eed Indemnitee (or the Purchase Price and, (ii) in no event shall the aggregate liability affiliated group of the Company or Mill▇▇ ▇▇ Buyer for which such Indemnitee is a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall applymember). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any party hereunder shall Proceeding be net commenced against either the Stockholders or the Purchaser for breach of any insurance proceeds representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Proceeding is received by such Person party describing in reasonable detail the subject matter of such claim or Proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Proceeding is based ceases to survive as set forth in Section 9.1, irrespective of whether the subject matter of such claim or Proceeding shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) in the event of any breach or inaccuracy of any representation or warranty which includes any qualification as to “materiality” or “Material Adverse Effect,” for purposes of determining the amount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss); (ii) an Indemnifying Party shall not be liable for any claim for indemnification for monetary damages pursuant to Sections 9.2(a) (less other than with respect to a Breach of any representation or warranty made in Section 4.2 or 4.3 hereof), 9.2(b) (other than with respect to a Breach of any representation or warranty made in Section 3.5(f) or 3.6 hereof), 9.2(h) or 9.3(a), unless and until the present aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $75,000 (the “Basket”), after which the Indemnifying Party shall be liable for the amount of all such Losses including the Basket; (iii) the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 9.2(a), 9.2(b) and 9.2(h), other than for a Breach of a Specified Representation, shall be equal to the aggregate of the Cash Escrow Amount and the value of any premium increases occurring as a result the Stock Escrow Amount at the time of such claimclaim for Loss, and the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 9.3(a) shall be equal to the $4,100,000; provided, however, that, for the avoidance of doubt, in connection with (A) a Breach of a Specified Representation, or (B) claims pursuant to Sections 9.2(c), 9.2(g) or 9.3(c), the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Sections 9.2 or 9.3, respectively, shall not be subject to such limit; (iv) the Purchase Price adjustment (other than to the extent the adjustment reduces the aggregate amount available for indemnification as provided in Sections 9.4(b)(iii)) and Taxes that are the subject of Article VII, respectively, shall not be subject to this Article IX; and (v) notwithstanding the foregoing, the limitations on damages set forth in Sections 9.4(b)(ii) and (iii) shall not apply (x) in the case of fraud or other willful misconduct or (y) to Losses arising from the causes set forth in Section 9.2(d), 9.2(e), 9.2(g), 9.3(b), 9.3(c) and 9.3(d). (c) No Stockholder (including any officer or director of a Stockholder, if applicable) shall have any right of contribution, indemnification or right of advancement from the Company, the Purchaser or any other Purchaser Indemnified Party with respect to any Loss claimed by a Purchaser Indemnified Party. Except for The Purchaser (including any officer or director of the Purchaser) shall not have any right of contribution, indemnification or right of advancement from the Stockholders or any other Stockholder Indemnified Party with respect to any Loss claimed by a Stockholder Indemnified Party. (d) Each payment by an Indemnifying Party made pursuant to this Article IX shall be reduced to the extent of any (i) any claims for breach of insurance proceeds actually received by the representationsPurchaser or the Stockholders, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved)as applicable, (ii) any claims for breach Tax benefits actually realized by the Company in respect of the representationsLosses giving rise to such payment, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties reimbursements or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought similar payments actually received by the Company Purchaser or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effectthe Stockholders, as appropriateapplicable, in order for such event or fact to constitute from a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law third party with respect to such payment; provided, however, neither the conduct Purchaser nor any Stockholder, as applicable, shall have any obligation whatsoever to seek any payments from, or take action with respect to, any insurance policies or third parties in lieu of or as a condition to receiving a payment from an Indemnifying Party under this Article IX and any such action shall be at the sole and absolute discretion of the CompanyPurchaser or the Stockholders, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover as applicable. (e) All amounts due to a Purchaser Indemnified Party as so finally determined shall be paid first from the other Escrow Account until all monies and securities in such account are exhausted and then, to the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid extent not limited under Section 9.4(b), severally and not jointly, by the Company or Mill▇▇ ▇▇▇ll Stockholders liable hereunder, in each case by wire transfer within five (5) Business Days following such final determination; provided, that indemnifiable Losses shall be deemed to be a reduction satisfied out of the Purchase Price paid by Buyer under this AgreementCash Escrow Amount first, and the Stock Escrow Amount second.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation or warranty contained herein, unless written notice of such claim or Action is received by such party, in accordance with Section 9.05, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02 (other than with respect to any breach of Section 11.01(b)) or Section 9.03, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $2,825,000, after which the Indemnifying Party shall be liable only for those Losses in excess of such amount; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02 (other than with respect to any breach of Section 11.01(b)) or Section 9.03 shall be an amount equal to $67,800,000; provided, that the Seller’s maximum liability for breach of its representations and warranties in the penultimate sentence in Section 3.03 shall be an amount equal to the Purchase Price; (iii) neither party shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of business reputation relating to the breach or alleged breach of this Agreement or any Ancillary Agreement, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and whether or not arising from the Indemnifying Party’s sole, joint, or concurrent negligence, strict liability, criminal liability or other fault; provided, however, that the limitation in clause (iii) shall not limit an Indemnifying Party’s obligation to indemnify for any Losses of the types listed in clause (iii) actually suffered or incurred by an Indemnified Party pursuant to a Third-Party Claim; and (iv) no Losses may be claimed under Section 9.02 or Section 9.03 by any party hereunder Indemnified Party to the extent such Losses are attributable to an adjustment to the Purchase Price pursuant to Section 2.08. (c) For all purposes of this Article IX, “Losses” shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of insurance, indemnification or other recoveries actually paid or that would have been paid had the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Indemnified Party complied with its obligations in Section 9.06(b) to the expiration Indemnified Party or its Affiliates under any insurance policy or any other Contract in connection with the facts giving rise to the right of the applicable statute of limitations indemnification and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach Tax benefits actually realized (either by cash refund or actual reduction of Taxes otherwise payable) net of any Tax detriments actually realized (either by reduction of a cash refund or increase in Taxes otherwise payable) by the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) Indemnified Party or (iii) any claims for breach of the representations, warranties its Affiliates during or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration Tax period in which the indemnification payment is made arising in connection with the accrual, incurrence or payment of any such Losses. If a Tax benefit or Tax detriment is incurred after an indemnification payment has been made, an appropriate adjusting payment shall be made by or to the Indemnified party to give effect to this clause (ii) at the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to that such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company Tax benefit or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be soughtTax detriment is actually realized. For purposes of SECTIONS 8.1 or 8.5this Article IX and Article VII, any requirement in any representation or warranty that an event or fact payment of Losses shall first be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability made out of the Company and Mill▇▇ ▇▇ Buyer or Buyer Escrowed Funds to the Company extent available and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid then by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction Seller in accordance with the terms of the Purchase Price paid by Buyer under this Agreement.

Limits on Indemnification. All Indemnifiable Costs sought (a) Except with respect to claims for equitable remedies, claims by any party hereunder hereto based on fraud, or claims relating to Tax Matters (Section 4.6 and Article XIII), following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, in excess of fifteen percent (15%) of the Initial Purchase Price, as adjusted pursuant to Section 3.4 hereof, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in Sections 12.2(i) or 12.3(i), as appropriate, except for claims relating to Tax Matters (Section 4.6 and Article XIII) until the total amount of resulting Losses exceeds three-fourths percent (0.75%) of the Initial Purchase Price, as adjusted pursuant to Section 3.4 hereof (the “Threshold Amount”), after which time the Indemnitor shall be net liable only for the amount of Losses in excess of the Threshold Amount; provided, that none of the foregoing limitations shall apply to Losses arising out of or relating to the untruth or breach of any representation or warranty made in any Core Representation or to any representation or warranty in the event of fraud. The amount of any Losses indemnifiable by either party pursuant to this Article XII shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by such Person an Indemnitee with respect to any Losses after a party hereto has made a payment to an Indemnitee with respect to such claim Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (less up to the present value amount of such party’s payment with respect to such Losses). If an Indemnifiable Claim can be asserted pursuant to more than one clause of Section 12.2 or 12.3, as applicable, then the applicable Indemnitee can elect the clause pursuant to which to assert such claim; provided, however, that an Indemnitee cannot be compensated for the same Loss more than once and all Losses shall be calculated net of any premium increases occurring actual recovery of an Indemnitee. For each Indemnifiable Claim, an Indemnitor shall only be liable for total Losses incurred as a result of such claim). Except for (i) Indemnifiable Claim, which Losses shall be calculated net of any claims for breach actual recovery of an Indemnitee, regardless of the representations, warranties number of Indemnitees that may have rights pursuant to such Indemnifiable Claim. Claims for Losses made pursuant to (a) Sections 12.2(i) and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii12.3(i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must may be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of Expiration Date, (b) Section 12.2(iii) may be made at any time prior to the First Special Indemnity Expiration Date, (c) Section 12.2(iv) may be made at any time periods contained thereinprior to the Second Special Indemnity Expiration Date and (d) Sections 12.2(ii), 12.3(ii), 12.3(iii) and 12.3(iv) may be made indefinitely. (b) Except for Buyer’s obligation to pay the right Total Consideration with respect to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of Buyer if the Closing Date (except for claims made prior occurs, notwithstanding anything contained in this Agreement to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000contrary, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability total recovery of a party for Losses incurred in connection with the transactions contemplated hereby exceed the Total Consideration actually paid by Buyer pursuant to this Agreement if the Closing occurs; provided, that the total recovery of the Company Buyer Indemnitees for Losses incurred as a result of (i) Section 12.2(iii) shall not exceed $100,000,000 in the aggregate and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event Section 12.2(iv) shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) not exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or 55,000,000 in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementaggregate.

Limits on Indemnification. All Indemnifiable Costs sought by (a) Notwithstanding the provisions of Section 8.01, the Company shall not be liable for any party hereunder claim for indemnification made pursuant to Section 8.01(a) (other than any claim for indemnification based on misrepresentations or breaches of warranties as set forth in Sections 3.01 and 3.02), unless and until the aggregate amount of indemnifiable Losses which may be recovered exceeds US$5,000,000 (the “Basket Amount”), whereupon the Indemnified Party shall only be net of any insurance proceeds received by such Person with respect entitled to such claim (less indemnification for the present value of any premium increases occurring as a result amount of such claim). Except for Losses in excess of the Basket Amount, and the maximum amount of indemnifiable Losses which may be recovered from the Indemnifying Party arising out of or resulting from the causes set forth in Section 8.01(a) shall not exceed US$100,000,000. (i) If the indemnification has been provided in any claims circumstance set forth below or the benefits have been disclosed pursuant to clause (D) below, then no claim for breach indemnification shall be made and the Company is not liable for any indemnification in accordance with Section 8.01: (A) The Indemnified Party has actually received the insurance indemnity to the extent related to such request; (B) The Indemnified Party has actually received the payment from a third party directly related to such indemnifiable Losses; (C) The Indemnified Party has actually realized any tax benefits to the extent related to such indemnifiable Losses; (D) Such facts, events, and related matters have been disclosed in this Agreement and exhibits hereof, other Transaction Documents or other documents in connection therewith and in the due diligence as set forth in Section 3.09. For purposes of calculating any tax benefits as referred to in clause (C) above or Section 8.03(b)(ii) below, if any taxes payable shall have been reduced accordingly by reason of such unpaid Loss, the Indemnified Party shall be deemed have “actually realized” the net tax benefits. The indemnifiable amount under this Section shall be adjusted accordingly to reflect any final decision in connection with tax matters of the representationsIndemnified Party. The payments between the Parties shall be made accordingly to reflect such adjustment, if applicable. (ii) If a claim for indemnification arises or increases merely by virtue of any action taken by the Company in the period between the date of this Agreement and the Closing under the written request from the Subscriber, such claim shall not be made and neither the Parentco nor the Company shall have any liability under Section 8.01. (iii) If a claim for indemnification arises or increases merely by virtue of any action taken by the Subscriber in the period between the date of this Agreement and the Closing under the written request from the Company, such claim shall not be made and the Company shall have no liability under Section 8.01. (b) Notwithstanding the provisions of Section 8.02, the Subscriber shall not be liable for any claim for indemnification made pursuant to Section 8.02(a) (other than a claim for indemnification based on misrepresentations or breaches of warranties as set forth in Section 4.01), unless and covenants until the aggregate amount of indemnifiable Losses which may be recovered exceeds the Basket Amount, whereupon the Indemnified Party shall be entitled to indemnification for the amount of such Losses in excess of the Company Basket Amount, and Mill▇▇ ▇▇▇er SECTIONS 3.11 the maximum amount of indemnifiable Losses which may be recovered from the Indemnifying Party arising out of or 3.14resulting from the causes set forth in Section 8.03(a) shall not exceed US$100,000,000, hereof provided that, any claim for indemnification under this Section shall be further subject to: (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations i) insurance indemnity and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of tax benefits actually realized by the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior in relation to the expiration of indemnifiable Losses. (c) Notwithstanding anything to the time periods contrary contained therein)in this Agreement, the right to make claims for indemnification provided under this ARTICLE VIII Indemnifying Party shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated any indirect or incidental damages, other than such damages arising out of or relating to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementThird Party Claim.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any party hereunder shall action be net commenced for breach of any insurance proceeds representation or warranty contained herein unless written notice of such claim or action is received by such Person the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim (less or action on or prior to the present value date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.01, irrespective of any premium increases occurring as a result whether the subject matter of such claim). Except for claim or action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Seller shall not be liable for any claim for indemnification pursuant to Section 9.05(a) arising out of any breach of a Designated Representation, unless and until the aggregate amount of indemnifiable Losses which may be recovered from Seller equals or exceeds $500,000, after which Seller shall be liable only for those Losses in excess of $500,000; (ii) no Losses forming the basis of any claim for indemnification pursuant to Section 9.05(a) and arising out of claims for breach of any Designated Representation may be claimed by any Indemnified Party or shall be reimbursable by or shall be included in calculating the representations, warranties and covenants aggregate Losses set forth in clause (i) above other than Losses in excess of $100,000 resulting from any single claim or aggregated claims arising out of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 same facts, events or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or circumstances; (iii) any claims for the maximum amount of indemnifiable Losses which may be recovered from Seller arising out of or resulting from the causes set forth in Section 9.05 plus Losses indemnifiable under Section 9.11(a) shall: (1) in the aggregate never exceed the Purchase Price; and (2) be limited to 10% of the Purchase Price in the case of a breach of the representationsany Designated Representations; (iv) no party hereto shall have any liability under any provision of this Agreement or otherwise for any punitive, warranties incidental, consequential, exemplary, special or covenants indirect damages, including loss of the Company and Mill▇▇ ▇▇▇er ARTICLE VI future revenue or income, or loss of business reputation or opportunity; (for which indemnification claims must be made prior to the expiration v) no breach by Seller of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing contained in this ARTICLE VIII Agreement shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction breach of this Agreement for any purpose hereunder (other than Section 7.01), and neither Purchaser nor any Affiliate of Purchaser shall have any claim or recourse against Seller or its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if Purchaser or any Affiliate of Purchaser had, prior to the Closing, actual knowledge of such breach, it being acknowledged that Purchaser or its relevant Affiliates have actual knowledge of the Purchase Price paid Electroandes Information as of September 7, 2007; and (vi) any limitations imposed hereunder on the indemnifiable Losses of any party shall be of no force and effect to the extent such Losses have been determined by Buyer under a final, non-appealable Governmental or Regulatory Rule issued by a court of competent jurisdiction to have resulted from the fraud, gross negligence or willful misconduct of the Indemnifying Party. (c) For all purposes of this Agreement.Article IX, “Losses” shall be net of:

Limits on Indemnification. All Indemnifiable Costs sought by (a) From and after the Closing, the Sellers will not have any party hereunder shall be net of any insurance proceeds received by such Person obligation to indemnify Buyer Indemnitees with respect to such claim any Indemnifiable Losses arising under Section 7.2(a)(i) (less the present value other than Buyer Indemnifiable Losses based upon, arising out of any premium increases occurring as a result of such claim). Except for or caused by (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved)Capitalization Representations, (ii) any claims for breach of a Tax Representation, and (iii) any breach of the representations, warranties representation and covenants warranty set forth in Section 4.8(d) to the extent such breach results in Affiliate Indebtedness Losses) until Buyer Indemnitees shall first have suffered such aggregate Indemnifiable Losses in excess of $30,000.00 Canadian (the “Basket”) (at which point the Sellers will be obligated to indemnify Buyer Indemnitees for all such Indemnifiable Losses from the first dollar). (b) The aggregate liability of the Company Sellers pursuant to this Article 7 with respect to all Buyer Indemnifiable Losses under Section 7.2(a)(i) (other than Buyer Indemnifiable Losses based upon, arising out of or caused by (i) any breach of the Capitalization Representations, (ii) any breach of a Tax Representation, and Mill▇▇ ▇▇▇er SECTION 3.3 (iii) any breach of the representation and warranty set forth in Section 4.8(d) to the extent such breach results in Affiliate Indebtedness Losses) shall not exceed the amount of the Consideration that the Sellers have actually received (excluding any SR & ED Credit Amount); provided however, that any Future Payment Amount that is earned is deemed to be received Consideration. For avoidance of doubt, the aggregate liability of each Seller with respect to all Buyer Indemnifiable Losses based upon, arising out of or caused by a breach of the Capitalization Representations, Tax Representations and the representation and warranty set forth in Section 4.8(d) and Buyer Indemnified Losses payable under Section 7.2(a)(ii) through (vi) shall not be limited. (c) The amount of any Indemnifiable Losses payable to any Indemnified Party under this Article 7 shall be net of the excess, if any, of (i) the proceeds actually received by that Indemnified Party in respect thereof under any third party insurance or indemnification agreements or similar contractual arrangements over (ii) the costs and expenses (including reasonable attorneys’ fees) of collecting the proceeds described under paragraph (i) above. (d) The liability of any Person under Article 7 shall be in addition to, and not exclusive of, any other liability that such Person may have at law or equity based on such Person’s fraudulent acts or omissions. None of the provisions set forth in this Agreement, including but not limited to the provisions set forth in Section 7.3, shall be deemed a waiver by any Person to this Agreement of any right or remedy which such Person may have at law or equity based on any other Person’s fraudulent acts or omissions, nor shall any such provisions limit, or be deemed to limit, (i) the amounts of recovery sought or awarded in any such claim for fraud, (ii) the time period during which indemnification claims must a claim for fraud may be made at any time after the Closing) brought, or (iii) the recourse which any such Person may seek against another Person with respect to a claim for fraud; provided, that with respect to such rights and remedies at law or equity, the parties hereto further acknowledge and agree that none of the provisions of this Article 7, nor any reference to Article 7 throughout this Agreement, shall be deemed a waiver of any defenses which may be available in respect of actions or claims for breach fraud, including but not limited to, defenses of the representations, warranties statutes of limitations or covenants limitations of the Company and Mill▇▇ ▇▇▇er ARTICLE VI damages. (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. e) For purposes of SECTIONS 8.1 or 8.5, any requirement in determining whether any representation or warranty that an event has been breached for purposes of this Article 7, each representation and warranty contained in this Agreement for which indemnification can be or fact is sought hereunder shall be material read without regard to materiality (including Company Material Adverse Effect or have a Buyer Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementqualifications contained therein.

Limits on Indemnification. All Indemnifiable Costs sought (a) No claim may be asserted against either party for breach of any representation or warranty contained in this Agreement, the Ancillary Agreements or any certificate delivered pursuant hereto or thereto, unless written notice of such claim is received by such party on or prior to the date on which the representation, warranty or certification on which such claim is based ceases to survive as set forth in Section 7.1, in which case such representation, warranty or certification shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification under Section 7.2(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller under Section 7.2(a) equals or exceeds $500,000, in which case the Seller shall be liable for all such Losses from the first dollar; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered by the Buyer Indemnified Parties under Section 7.2(a) shall be an amount equal to $7,000,000 (it being agreed that after the first anniversary of the Closing, such amount shall be reduced to $4,000,000 solely with respect to claims for indemnification made by any Buyer Indemnified Party under Section 7.2(a) after such date; provided, that the aggregate amount of any Losses paid by the Seller in respect of indemnification claims made by any Buyer Indemnified Party under Section 7.2(a) prior to such date shall be applied against such $4,000,000 cap; provided, further, that the Seller’s aggregate liability under Section 7.2(a) shall in no event exceed $7,000,000); and (iii) no party hereunder hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, except to the extent any such party is required to pay any such damages pursuant to a Third Party Claim. Notwithstanding the foregoing to the contrary, the limitations on indemnification set forth in clauses (i) and (ii) of this Section 7.5(b) shall not apply to any claim for indemnification under Section 7.2(a) that relates to an Excluded Representation, a representation and warranty set forth in Section 3.13 or any certification with respect thereto, for which the Seller’s maximum liability shall be the Purchase Price. (c) In view of the limitations set forth in clause (i) of Section 7.5(b), solely for purposes of this Article IX, if any representation or warranty contained herein or in any Ancillary Agreement or certification delivered pursuant hereto is limited or qualified based on materiality, including the terms “material” or “Material Adverse Effect”, such limitation or qualification shall in all respects be ignored and given no effect for purposes of determining whether any breach thereof, inaccuracy therein or Loss has occurred and the amount of any such Loss. (d) For all purposes of this Agreement and the Ancillary Agreements, Losses shall be net of any insurance proceeds tax benefits actually received by such Person with respect to or as a consequence of such claim Losses (less calculated on a “with” versus “without” basis), insurance or other recoveries payable to the present value Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (net of any premium increases occurring as a result expenditures made in connection with obtaining such recovery and, in the case of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5insurance, any requirement resulting increase in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty insurance premiums). (e) The Buyer and the Seller shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law reasonably cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify the conduct of the Companyother party hereunder, Mill▇▇ ▇▇ Buyer including by making commercially reasonably efforts to mitigate or resolve any such claim or liability; provided, however, that any liability, claim, damage or expense incurred in connection with this Agreement such attempts to mitigate or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementresolve shall constitute indemnifiable Losses hereunder.

Limits on Indemnification. All Indemnifiable Costs sought by Notwithstanding anything to the contrary contained in this Agreement, except for (a) fraud and (b) breaches of any party hereunder representations or warranties contained in Section 4.1 (Organization; Qualification), Section 4.2 (Subsidiaries), Section 4.3 (Capitalization), Section 4.4 (Authorization; Validity of Agreement; Company Action), Section 4.17 (Board Vote; Shareholder Vote; Takeover Statutes), Section 4.19 (Brokers or Finders), Section 5.1 (Organization), Section 5.2 (Authorization; Validity of Agreement; Necessary Action) and Section 5.7 (Brokers or Finders), neither the Parent Indemnified Parties nor the Shareholder Indemnified Parties shall be net entitled to indemnification pursuant to Section 9.2(a)(i) or Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses equals or exceeds $5,000,000 (the “Indemnity Deductible”), after which only such Losses in excess of the Indemnity Deductible (specifically including any insurance proceeds received costs or expenses incurred by the Shareholder Representative or any Indemnifying Party or payable to any Indemnified Party, in any such Person case, pursuant to Section 9.5(b)(ii) hereof with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (iThird-Party Claims) any shall be recoverable; provided that only individual claims for breach or claims arising out of the representations, warranties and covenants same set of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must facts that exceed $50,000 shall be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts counted as Losses for which indemnification may be soughtpursued. Buyer Indemnifiable Losses of the Parent Indemnified Parties shall be payable solely from (and shall not be obligated exceed the amount available in) the Indemnification Escrow Account (after giving effect to pay any amounts for indemnification under prior distributions therefrom). Notwithstanding any other provision in this ARTICLE VIII until Agreement to the aggregate indemnification obligation sought contrary, if on the date hereof the Indemnified Party has knowledge of any inaccuracy in the representations and warranties made by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, Indemnifying Party as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyerdate hereof, the Company Indemnified Party shall have no right or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law remedy after the Closing with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll such inaccuracy and shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementhave waived its rights to indemnification in respect thereof.

Limits on Indemnification. All Indemnifiable Costs 9.5.1 Except (a) in the case of any Fraud Matters set forth in this Agreement, in any Ancillary Agreement, or in any certificate or other instrument delivered pursuant to this Agreement on the part of Seller, or (b) in the case of any indemnification claim resulting from, arising out of or in connection with clauses (ii) – (v) of Section ‎9.2.1 hereof or (c) in the case of any indemnification claim resulting from, arising out of or in connection with any breaches of any of the Fundamental Representations, from and after the Closing Date; Seller shall not be obligated to indemnify the Indemnified Parties for any amounts in excess of the Escrow Shares. 9.5.2 The Indemnified Parties shall not be entitled to assert any claim for indemnification under this Agreement (other than in connection with any inaccuracy or breach of the Fundamental Representations, as to which this limitation shall not apply) until such time as the aggregate of all Losses that the Indemnified Parties have under this Agreement exceeds Fifty Thousand Dollars ($50,000), whereupon indemnification may be sought for all such Losses without regard to the such threshold amount. 9.5.3 The indemnification provisions under this Section ‎9 shall be the sole and exclusive monetary remedy of Buyer and Parent and the Indemnified Parties against the Seller provided, however, that the foregoing clause of this sentence shall not be deemed a waiver by any party Party of any right to specific performance or injunctive relief. 9.5.4 It is hereby clarified that any indemnification amount that an Indemnified Person is entitled to receive pursuant the provisions herein shall if possible be first recovered from the Escrow Shares, and if such recovery is not available, from the Seller. 9.5.5 The amount of any Loss subject to indemnification hereunder shall be calculated net of any insurance proceeds or any indemnity, contribution or other similar payment actually received by such Person the Indemnified Party from any third party with respect thereto. In the event that an insurance or other recovery is actually made by any Indemnified Party with respect to any Loss for which any such claim (less Person has been indemnified hereunder, then a refund equal to the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach aggregate amount of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must recovery shall be made prior promptly to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Seller. 9.5.6 Neither Party shall be liable for all amounts for which indemnification may be sought. For purposes any special, indirect, incidental, punitive or consequential loss, such as loss of SECTIONS 8.1 business opportunities or 8.5loss of goodwill, whether in respect of any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effectmisrepresentation, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation contract (other than willful ​ breaches or warranty shall be ignored. Notwithstanding the foregoingFraud Matters), (i) in no event shall the aggregate liability tort, statutory duty or otherwise, which arises out of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or its subject matter. 9.5.7 In all cases, and without derogating from other limitations of liability specified herein, the Seller’s aggregate liability under this Agreement, the Ancillary Agreements, and in connection with all transactions contemplated hereunder and thereunder, whether under this Agreement, tort or otherwise, shall not exceed the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction value of the Aggregate Purchase Price paid by Buyer plus the Advance Payment, plus the IIA Liabilities. 9.5.8 The limitations under this AgreementSection ‎9.5 shall not apply in case of Fraud Matters or breach of lock up.

Limits on Indemnification. All Indemnifiable Costs sought (a) The Sellers will not be required to indemnify any Purchaser Indemnified Party pursuant to Section 7.2(a), (x) for any individual item where Losses relating thereto for which the Sellers would otherwise be required to indemnify the Purchaser Indemnified Parties hereunder are less than $100,000 and (y) unless the aggregate amount of Losses for which the Sellers would otherwise be required to indemnify the Purchaser Indemnified Parties hereunder exceeds one percent (1%) of the Purchase Price, and in such case the Sellers will only be required to indemnify the Purchaser Indemnified Parties for aggregate Losses in excess of the first one percent (1%) of the Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount of Losses for which the Sellers will be obligated to indemnify the Purchaser Indemnified Parties under Section 7.2(a) will be an amount equal to ten percent (10%) of the Purchase Price. (b) In case any event occurs which would otherwise entitle either Party to assert a claim for indemnification under this Article VII, no Losses will be deemed to have been sustained by such Party to the extent of (i) any party hereunder shall be net Tax benefit actually realized by such Party arising from the incurrence or payment of any insurance such Loss (such benefit to be determined as having been actually realized to the extent there is a savings in Tax liability after taking into account all of the other Tax attributes of such party and its Affiliates), or (ii) any proceeds received or to be received by such Person Party from any insurance policies with respect to such claim thereto. (less the present value of any premium increases occurring as a result of such claim). Except c) An Indemnifying Party will not be liable under this Article VII for (i) any claims for breach Losses which represent the cost of repairs, replacements or improvements to the extent they clearly enhance the value of the representationsrepaired, warranties and covenants replaced or improved asset above its value on the Closing Date, or which represent the cost of repair or replacement in excess of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 lowest reasonable cost of such repair or 3.14replacement, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), or (ii) any claims for breach consequential damages, special damages, incidental damages, indirect damages, punitive damages, lost profits relating to the same or losses based on a multiple of the representationsearnings, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or similar items or (iii) any claims Losses that have been recovered or are approved for breach of recovery by either Company under its approved rates. (d) To the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay extent that an Indemnifying Party discharges any amounts claim for indemnification under this ARTICLE VIII until Article VII, such Indemnifying Party will be subrogated to all related rights of the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not Indemnified Party against third parties. (e) Each Indemnified Party will be obligated to pay in connection with any amounts claim for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes Section 7.2 to use commercially reasonable efforts to mitigate Losses upon and after becoming aware of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll could reasonably be deemed expected to be a reduction of the Purchase Price paid by Buyer under this Agreementgive rise to such Losses.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Notwithstanding anything to the contrary contained in this Agreement: (i) no Party shall be net liable for any indirect, special, incidental, exemplary, punitive (except to the extent arising from Third Party punitive damages) or consequential Losses or for any lost profits of any insurance proceeds received by such Person with respect to such claim other Party; (less the present value ii) no indemnification obligation of any premium increases occurring of Sellers shall arise under this Agreement for any breach or Third Party Claim solely to the extent such obligation has arisen or increased as a result of such claim). Except for any change in applicable Laws (iincluding Environmental Laws) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or date hereof; (iii) any claims for breach the maximum amount of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts indemnifiable Losses for which indemnification may be sought. Buyer shall not be obligated to pay sought from any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer of Sellers shall be liable for all limited to the Escrow Amount held under the Escrow Agreement plus, in the case of Sellers, with respect to any Retained Liabilities, amounts in the Retention Account from time to time, provided, however, that any Losses of Purchaser that are Qualified Retained Liabilities shall be paid first from the Retention Account, until such time as no funds shall remain therein, after which time they shall be paid from the Escrow Amount, (iv) the maximum amount of indemnifiable Losses for which indemnification may be sought. For purposes sought from Purchaser shall be limited to an amount equal to the Escrow Amount deposited with the Escrow Agent as of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effectthe Closing Date; provided that, as appropriateto Purchaser’s indemnification obligation to Sellers for Assumed Liabilities pursuant to Section 9.03 (a)(ii), there shall be no cap on the amount of indemnifiable Losses, (v) with respect to contingent or unquantifiable Losses, no payment will be due by any Indemnifying Party unless and until the relevant Losses cease to be contingent or may be quantified, provided that, for the avoidance of doubt, a claim may be made with respect to such Losses within the time periods provided under this Agreement and, if so timely made, such Losses may be recoverable if and when they are no longer contingent or unquantifiable; (vi) with respect to contingent Losses resulting from Third Party Claims, no such contingent Losses may be asserted as a Third Party Claim under this Article IX unless and until an identifiable third party shall have manifested (x) a present awareness of its right to assert such Third Party Claim and (y) a present intent to assert such Third Party Claim; and (vii) Sellers shall not be liable for any claim for indemnification pursuant to any provision of this Agreement, unless Sellers receive from Purchaser written notice of such claim, in order accordance with Section 9.02(b), on or before the second anniversary of the Closing Date. (b) Each Party shall use commercially reasonable efforts to mitigate all such Losses immediately after becoming aware of any event that could reasonably be expected to give rise to such Losses. (c) Indemnification payments for such event or fact Losses pursuant to constitute a misrepresentation or breach of such representation or warranty this Article IX shall be ignored. Notwithstanding the foregoing, made (i) taking into account any deduction, credit or other Tax benefit (“Tax Benefits”) actually recognized by the Indemnified Party with respect to such Loss in the tax year in which the indemnification payment is determined to be due and payable; and (ii) after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment recoverable by the Indemnified Party from any third party with respect thereto, less any cost actually incurred by the Indemnified Party in the collection of any such proceeds, indemnity, contribution or other similar payment, including increased premium costs associated with recovery of insurance proceeds with respect to such Losses. In determining the amount of any such Tax Benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnification payment hereunder or the incurrence or payment of any indemnified Loss. In addition, any amount actually recovered by an Indemnified Party from third parties with respect to a Loss which has already been indemnified by an Indemnifying Party shall be promptly paid over by the Indemnified Party to the Indemnifying Party up to the amount of such indemnified payment; provided, however, that in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer Indemnified Party be required to pay over to the Company and Mill▇▇ ▇▇▇eed Indemnifying Party the Purchase Price and, (ii) in no event shall amount of any Tax Benefit recognized by the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Indemnified Party with respect to such indemnified payment that is being reimbursed to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementIndemnifying Party.

Limits on Indemnification. All Indemnifiable Costs sought by (a) Except as hereinafter provided no claim may be made against the Indemnifying Party for indemnification pursuant to Section 6.2 or 6.3, as the case may be, unless and only to the extent the aggregate of all Losses of the Indemnitee with respect to such Sections shall exceed $60,000 with a single minimum item of $3,000. In no event shall the Indemnifying Party's liability under Section 6.2 or 6.3, as the case may be, exceed $1,200,000. There is no minimum or maximum with respect to a violation of Section 1.2(b)(ii) or any party hereunder separate indemnification or guarantee given with respect thereto. (b) Notwithstanding any other provision hereunder, in the event Buyer shall allege a violation of any representation contained in Section 2.22, it shall take no remedial action until it has offered Seller the opportunity to investigate and, if necessary, correct or remediate the alleged condition. Sellers, at their expense, may retain such experts, attorneys and consultants as it deems appropriate. In the event Sellers elect to control the remediation, any remediation shall be net done in a manner determined by Sellers and to standards approved by Sellers; provided (i) such remediation shall cause the affected property to comply with applicable Environmental Laws and (ii) Sellers shall cooperate with Buyer to limit or minimize interference with Purchaser's operations or use of the facility. In no event shall Sellers' costs or obligation arising due to a breach of a representation contained in Section 2.22 exceed $1,000,000. (c) Nothing herein shall limit the right of the indemnifying party to make claims against third parties, including but not limited to claims related to warranties. The Buyer, the Company and the Subsidiary shall make available all rights available to the indemnifying party against third parties, including assignments thereof. (d) As used in this Agreement, "Losses" shall be determined after giving effect to the receipt by the Indemnitee of any insurance proceeds received by such Person with respect relating to such claim (less the present value of Loss and any premium increases occurring as a result of such claim). Except for (i) other recovery from any claims for breach of the representations, warranties third party and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior any tax benefit to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementIndemnitee.

Limits on Indemnification. All Indemnifiable Costs sought by (a) MSGI and Merger-Sub shall not have any party hereunder shall be net of any insurance proceeds received by such Person obligation to indemnify ▇▇▇▇▇▇▇▇ pursuant to Section 7.2 hereof with respect to such claim (less Losses specified therein unless and until ▇▇▇▇▇▇▇▇ shall have incurred Losses under Section 7.2 in an aggregate amount in excess of $250,000, in which case ▇▇▇▇▇▇▇▇ shall be entitled to be indemnified for all of its Losses until the present value of any premium increases occurring as a result amount of such claimLosses exceeds $1,000,000, in which case ▇▇▇▇▇▇▇▇ shall not be entitled to be indemnified for any Loss over such amount; provided, however, that in the event of a breach by MSGI of Sections 3.2(g) or 3.2(k) hereof, ▇▇▇▇▇▇▇▇ shall be entitled to be indemnified for all Losses arising out of or based on such breach without regard to the prior limitations. (b) Neither MSGI nor Merger-Sub shall have the right to set off against or deduct from the Representative Holdback Amount (as defined in the Holdback Agreement) any Losses under Section 7.1(a) unless and until the aggregate amount of all such Losses which, but for this provision, would be subject to such set-off or deduction shall exceed $250,000, in which case MSGI and Merger-Sub may set-off against and deduct all such losses only from the Representative Holdback Amount (as defined in the Holdback Agreement). Except for as provided in Section 7.4(b), any Loss suffered or incurred by MSGI or Merger-Sub based upon or arising out of Section 7.1(b) may only be set-off against and deducted from (iand only to the extent of) any claims for breach Tax Holdback Amount (as defined in the Holdback Agreement). Any Loss suffered or incurred by MSGI or Merger-Sub based upon or arising out of the representations, warranties Separate Matters described in Section 7.1(c) hereof may only be set-off against and covenants of the Company deducted from (and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior only to the expiration of extent of) the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolvedClaims Holdback Amount (as defined in the Holdback Agreement), (ii) . Neither MSGI nor Merger-Sub may recover any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made Losses by set off against or deduction from any amounts that at any time after the Closing) Effective Time may be or (iii) become payable to or for the account of any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ stockholder by virtue of any employment of other compensation or benefit arrangement or relationship existing between such ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer stockholder and MSGI or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company any present or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence future subsidiary or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementAffiliate thereof.

Limits on Indemnification. All Indemnifiable Costs sought A claim will be deemed covered by any this Section 13 if it arises within the period set forth in Section 12 above that is applicable to such claim and notice is given to the party hereunder shall be net against whom it is made no later than sixty (60) days after expiration of said period. The Purchaser agrees to give to the Seller reasonable notice of any insurance proceeds received by such Person claim for which any of them would be liable for indemnification hereunder. Notwithstanding the foregoing, the Seller shall not be liable for or with respect to the first Five Thousand Dollars ($5,000) of the aggregate amount of all such claim damages and liabilities (less including related costs and expenses) for which Seller, but for this sentence, would be liable under this Agreement or any certificate or instrument furnished to Purchaser pursuant hereto (hereinafter the present value “Basket”); provided, however, in the event the aggregate amount of any premium increases occurring as a result of all such claim). Except damages and liabilities exceed the Basket, the Seller shall be liable for all such damages and liabilities (including related costs and expenses) from the first dollar notwithstanding the Basket; provided, further, that the Basket shall not apply to (i) any claims for breach claim of Purchaser relating to any intentional misrepresentation by or on behalf of any Seller or the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved)Company, (ii) any claims claim relating to any liability of Purchaser for breach any liability to be retained or paid by the Seller pursuant to the terms of the representationsthis Agreement or any Schedule or Exhibit hereto, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for a breach of the representations, warranties any obligation or covenants covenant of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided Seller hereunder or any Schedule or Exhibit hereto or under this ARTICLE VIII shall expire on the third anniversary of any certificate or other document or agreement executed by it in connection herewith or the Closing Date hereunder, or (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay iv) any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company inaccuracy or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement incorrectness in any representation or warranty that an event contained in Section 3.02, 3.03, or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement3.30 hereof.

Limits on Indemnification. All Indemnifiable Costs sought Notwithstanding any provision of this Agreement to the contrary: (a) Parent and Seller shall have no liability under Section 9.2 hereof: (i) unless the aggregate amount of Losses incurred by any party hereunder the Indemnified Party exceed $50,000, and, in such event, Parent and Seller shall be net required to pay the entire amount of all such Losses subject to Section 9.5(a)(ii) below; or (ii) in excess of $1,000,000; provided, however, that the limitations set forth in the foregoing clauses (i) and (ii) shall not apply the case of indemnifiable Losses arising out of a breach of any insurance proceeds received of the representations and warranties in Sections 4.1(b) or 5.2 hereof. (b) REG and Buyer shall have no liability under Section 9.3 hereof: (i) unless the aggregate amount of Losses incurred by the Indemnified Party exceed $80,000, and, in such Person event, REG and Buyer shall be required to pay the entire amount of all such Losses subject to Section 9.5(b)(ii) below; or (ii) (A) in excess of $8,000,000 with respect to claims asserted by Seller or Parent from the Closing Date through the date that is 120 days following the Closing Date; (B) in excess of $6,000,000 with respect to claims asserted by Seller or Parent from 121 days following the Closing Date through the date that is 240 days following the Closing Date; or (C) in excess of $4,000,000 with respect to claims asserted by Seller or Parent after 240 days following the Closing Date; provided, however, that the limitations set forth in the foregoing clauses (i) and (ii) shall not apply the case of indemnifiable Losses arising out of a breach of any of the representations and warranties in Section 6.2 hereof. (c) The Indemnified Party may not make a claim for indemnification under Section 9.2(a) or Section 9.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period thereof specified in Section 9.1 with respect to such claim (less the present value of any premium increases occurring as a result representation or warranty unless notice of such claim). Except for (i) any claims for breach of claim was provided to the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made Indemnifying Party prior to the expiration of the applicable statute of limitations survival period. (d) Each Indemnifying Party acknowledges and if so madeagrees that for purposes hereof, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Losses shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in calculated based on the amount of damages Loss that it can recover remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection any third party with this Agreementrespect thereto. (e) THE SOLE AND EXCLUSIVE LIABILITY AND RESPONSIBILITY OF EACH INDEMNIFYING PARTY TO ANY INDEMNIFIED PARTY UNDER THIS AGREEMENT, AND THE SOLE AND EXCLUSIVE REMEDY OF ANY INDEMNIFIED PARTY AGAINST ANY INDEMNIFYING PARTY UNDER THIS AGREEMENT SHALL BE AS SET FORTH IN THIS ARTICLE IX. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementTO THE EXTENT THAT ANY INDEMNIFIED PARTY HAS ANY LOSSES FOR WHICH IT MAY ASSERT ANY OTHER RIGHT TO INDEMNIFICATION, CONTRIBUTION OR RECOVERY FROM ANY INDEMNIFYING PARTY (WHETHER UNDER THIS AGREEMENT OR UNDER ANY COMMON LAW THEORY OR ANY LEGAL REQUIREMENT), SUCH INDEMNIFYING PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO ASSERT SUCH RIGHT, AND SUCH PARTY AGREES TO CAUSE EACH OF ITS RESPECTIVE INDEMNIFIED PARTIES TO WAIVE, RELEASE AND AGREE NOT TO ASSERT SUCH RIGHT, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, WHETHER CONTRACT, EQUITY, TORT, WARRANTY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. (f) NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, NO INDEMNIFYING PARTY SHALL, IN ANY EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; PROVIDED THAT THIRD PARTY CLAIMS THAT INCLUDE ANY OF THE FOREGOING TYPES OF DAMAGES SHALL NOT BE LIMITED BY THIS SECTION 9.5(f) AND SUCH DAMAGES SHALL BE DEEMED “LOSSES” FOR ALL PURPOSES OF THIS ARTICLE IX. (g) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE, DOCTRINE RELATING TO INDEMNIFICATION FOR STRICT LIABILITY OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

Limits on Indemnification. All Indemnifiable Costs sought by any (a) No claim for indemnification may be asserted against a party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event contained herein, unless written notice of such claim is received by such party pursuant to the terms hereof on or fact be material prior to the date on which the representation or have a Material Adverse Effect, warranty on which such claim is based expires as appropriateset forth in Section 10.1, in order for such event or fact to constitute a misrepresentation or breach of which case such representation or warranty shall be ignored. survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the foregoing, contrary contained in this Agreement: (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from Seller by Purchaser Indemnified Parties pursuant to Section 10.2(a) shall be an amount equal to $1,000,000; provided, however, that this Section 10.6(b)(i) shall not apply to amounts payable in no event connection with Surviving Claims, for which Sellers shall be required to indemnify Purchaser Indemnified Parties for the aggregate liability amount of the Company and Mill▇▇ ▇▇ Buyer or Buyer all Losses, up to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, Total Consideration; (ii) in no event Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification pursuant to Section 10.2(a) unless and until the aggregate liability amount of all indemnifiable Losses that may be recovered from the Seller equals or exceeds $250,000, and thereafter Seller shall be liable only for the amount of Losses that exceeds $100,000; provided, however, that this Section 10.6(b)(ii) shall not apply to amounts payable in connection with Surviving Claims; and (iii) Seller shall not be liable to any Purchaser Indemnified Party for any claim for indemnification unless the amount of indemnifiable Loss of such claim equals or exceeds $7,500; provided, however, that this Section 10.6(b)(iii) shall not apply to amounts payable in connection with Surviving Claims. (c) To the extent that any Losses that are subject to indemnification pursuant to this Article X are covered by insurance, a party shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided, however, that such party shall nevertheless be entitled to bring a claim for indemnification under this Article X in respect of such Losses and the amount of such claim shall be reduced by any amounts collected from any insurance company or third party, including insurance proceeds; provided, further, that to the extent that subsequent to receiving such indemnification an Indemnified Party receives any such amount from an insurance company or third party, then such Indemnified Party shall promptly pay such amounts to the Indemnifying Party. Notwithstanding any other provisions of this Agreement, it is the intention of the Company parties that no insurer or Mill▇▇ ▇▇ Buyer any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for a breach which it is obligated. (d) Purchaser and West hereby acknowledge and agree that West, as the former owner of SECTION 3.21 the Business prior to its acquisition by Parent, has been since the date of such acquisition and currently is the principal manager of the Business, and has intimate knowledge of the ongoing, day-to-day operations of the Business. Accordingly, notwithstanding anything contained herein to the contrary, each of the representations and warranties of Seller contained in Article V of this Agreement, except those representations and warranties made by Seller in the first (Year 2000but not any other) exceed $2,500,000 (absent gross negligence or willful misconductsentence of Section 5.1 and in Sections 5.2, 5.3(a)(i) and 5.15, is qualified in its entirety by any knowledge that West may have concerning any undisclosed matter that is contrary to such representations and warranties of the Seller, in which case event Seller shall be deemed not to be in breach of such representations and warranties to the extent of any such knowledge of West. In addition, any obligation of Seller to indemnify as a result of a breach by Seller of any of its representations and warranties contained in Article V are hereby suspended, waived and offset to the extent that Purchaser or its Affiliates are in breach of Purchaser’s representations and warranties contained in Section 6.7, but only to the liability cap in subclause extent that such breach relates to the same matters giving rise to Seller’s obligation to indemnify; it being understood and agreed that (i) above any such breach of representations and warranties contained in Section 6.7 shall apply). However nothing in this ARTICLE VIII shall limit Buyerbe an absolute defense against any such claim for indemnification by any of the Purchaser Indemnified Parties, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect but only to the conduct extent that such breach relates to the same matters giving rise to Seller’s obligation to indemnify and (ii) Seller shall have no obligation to indemnify any of the Company, Mill▇▇ ▇▇ Buyer Purchaser Indemnified Parties in connection with this Agreement or respect of any Losses incurred as a result of a breach by Seller of any of its representations and warranties contained in the amount Article V until every claim Seller may have against Purchaser for Purchaser’s breach of damages that it can recover from the other its representations and warranties contained in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll Section 6.7 shall be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementfinally determined.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect In addition to such claim (less the present value of any premium increases occurring as a result of such claim). Except for limitations on indemnification set forth elsewhere in this Article VII, and notwithstanding anything to the contrary contained in this Agreement, (i) any claims for breach of the representations, warranties and covenants of neither the Company Securityholders (if they are the Indemnifying Party) nor Parent (if it is the Indemnifying Party) shall be liable for any claim for indemnification pursuant to Section 7.2(a) or Section 7.3(a), as the case may be, unless and Mill▇▇ ▇▇▇er SECTIONS 3.11 until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party equals or 3.14exceeds $1,043,000, hereof (in which case the Indemnifying Party shall be liable for which indemnification claims must be made prior to the expiration full amount of the applicable statute of limitations and if so made, such claims shall continue after Losses above such date until finally resolved)amount, (ii) the amount of any claims such Losses shall be calculated net of insurance proceeds actually received by the Indemnified Party in respect of such Losses and the Indemnified Party agrees to promptly seek reimbursement for breach of the representationsany and all Losses from any applicable insurance coverage (it being agreed that any indemnification hereunder is not to be deemed insurance, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) whether primary, excess or otherwise), (iii) in calculating the amount of any claims for breach such Losses, there shall be taken into account any net Tax benefit or detriment of the representationsIndemnified Party arising from the incurrence or payment of any such Losses or the receipt of, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date receive, any indemnity payment hereunder, (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer iv) there shall not be obligated to pay any amounts multiple recovery for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, Losses and (iv) in no event shall any Indemnified Party be entitled to recover punitive damages (except to the aggregate liability extent the Indemnified Party sustains Losses comprised of punitive damages arising from a Third Party Claim) or damages calculated on the bases of a diminution in value of any Company Stock, stock of the Company and Mill▇▇ ▇▇ Buyer Surviving Corporation or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply)Parent Common Stock. However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in In computing the amount of damages that it can recover any such Tax benefit or detriment, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the other in receipt of (or right to receive) any indemnity payment hereunder or the event that Buyer successfully proves intentional fraud incurrence or intentional fraudulent conduct in connection with this Agreementpayment of any indemnified Loss. All Indemnifiable Costs paid by For the Company or Mill▇▇ ▇▇▇ll avoidance of doubt, no Tax detriment shall be deemed to be realized by an Indemnified Party from the receipt of an indemnity payment which is properly treated as an adjustment to the Per Share Merger Consideration, Option Consideration or Warrant Consideration pursuant to Section 7.7. The Indemnified Party may not make a reduction claim for indemnification under Section 7.2(a) or Section 7.3(a), as the case may be, for breach by the Indemnifying Party of any representation or warranty after the expiration of the Purchase Price paid by Buyer under this survival period specified in Section 7.1. All Parent Claims will be subject to and made in accordance with, and will be governed by, the Escrow Agreement.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Following the Closing, the aggregate indemnification obligation of each Securities Recipient under Sections 6.2 and 6.3 shall be net limited to the greater of any insurance proceeds (i) the aggregate value, as of the Closing Date, of the Consideration Shares and Consideration Warrants received by such Person Discharging Creditor pursuant to Section 1.2 above; or (ii) the aggregate value of such Consideration Shares and Consideration Warrants as of the date the first claim for indemnification is made by Buyer against such Discharging Creditor (the "Indemnity Value"). For purposes of this Article VI, (A) the value of each Consideration Share shall be equal to the average closing price of a share of Buyer Common Stock as quoted on the OTC Bulletin Board (or as reported on such exchange or quotation system on which shares of Buyer Common Stock are then traded) over the five trading days immediately preceding the date of determination (provided that, if shares of Buyer Common Stock are not then quoted or reported on any such exchange or quotation system, then such value shall be determined by the arbitrator appointed pursuant to Section 9.11 below), and (B) the value of each Consideration Warrant shall be equal to the amount by which the value of the shares of Buyer Common Stock underlying such Consideration Warrant (at the price determined under clause (A) above) exceeds the exercise price that would be payable if such Consideration Warrant were exercised on the date of determination. Following the Closing, the aggregate indemnification obligation of each Cash Recipient under Sections 6.2 and 6.3 shall be limited to the amount received by such Cash Recipient pursuant to Section 1.2(c) above. The aggregate indemnification obligation of Buyer under Section 6.4 shall be limited to an amount equal to $500,000, minus the aggregate amount Buyer has previously paid in satisfaction of its indemnification obligations contained in the Purchase Agreement. (b) Notwithstanding the foregoing, the limitations set forth in this Section 6.6 shall not apply to fraudulent misrepresentations or intentional misconduct. (c) In the event any payment of the indemnity obligations of the Securities Recipients set forth in Sections 6.2 and 6.3 is required to be made, the Securities Recipients may satisfy such indemnity obligation by the delivery to Buyer of shares of Buyer Common Stock acquired by them pursuant to this Agreement or pursuant to the Consideration Warrants, which shares, for such purpose, shall be valued at the Indemnity Value thereof. Such delivery shall be accomplished, if at all, by delivery of original stock certificates and appropriate stock transfer powers executed in blank with Medallion signature guarantees, and otherwise in a form acceptable to Buyer's then current transfer agent. The number of shares of Buyer Common Stock any Securities Recipient may use to satisfy such indemnity obligations shall not exceed the number of shares of Buyer Common Stock acquired by such Securities Recipient pursuant to this Agreement or pursuant to the Consideration Warrants, minus the number of shares of Buyer Common Stock sold by such Securities Recipient following the date of this Agreement. In addition, the Securities Recipient may satisfy such indemnity obligation by surrendering to Buyer Consideration Warrants for cancellation with respect to all or a portion of the shares of Buyer Common Stock issuable thereunder. Upon such cancellation, the Securities Recipients shall be entitled to a credit against such indemnity obligation in an amount equal to the Indemnity Value of the shares with respect to which such Consideration Warrants are cancelled, less the aggregate exercise price that would be payable with respect to such claim (less the present value of any premium increases occurring as a result of shares if such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Consideration Warrants were exercised with respect with respect to such shares on the conduct date as of the Companydate used to determine the Indemnity Value. It is understood and agreed that, Mill▇▇ ▇▇ if any Securities Recipient surrenders to Buyer for cancellation in connection accordance with this Agreement or in subsection (c) all of the amount Consideration Shares and all of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with Consideration Warrants received by such Securities Recipient pursuant to this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed , such Securities Recipient shall have no further liability pursuant to be a reduction of the Purchase Price paid by Buyer under this AgreementArticle VI.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any Action be commenced against any party hereunder for breach of any representation or warranty contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 7.1, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) Sellers shall not be liable for any claim for indemnification pursuant to clause (i) of Section 7.2, unless and until the aggregate amount of indemnifiable Losses which may be recovered from Sellers under such clause equals or exceeds Two Hundred Thousand Dollars ($200,000) (such amount, the “Deductible Amount”), after which Sellers shall be liable only for those Losses in excess of the Deductible Amount; (ii) the maximum amount of indemnifiable Losses which may be recovered from Sellers arising out of or resulting from the causes set forth in clause (i) of Section 7.2 shall be an amount equal to Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000); and (iii) no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement. (c) For all purposes of this Article VII, “Losses” shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior other recoveries payable to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) Indemnified Party or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer its Affiliates in connection with this Agreement or in the amount facts giving rise to the right of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementindemnification.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder Notwithstanding anything to the contrary contained in this Agreement, except for claims based on fraud, which shall not be subject to the limitations in this Section 8.4: (a) no amount of indemnity shall be net payable as a result of any insurance proceeds received by such Person claim in respect of a Loss arising under Section 8.2(a) or Section 8.3(a) unless the Purchaser Indemnified Party or the Seller Indemnified Party, as the case may be, has given the Seller Indemnifying Party or the Purchaser Indemnifying Party, as the case may be, a Claim Notice with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration applicable Cut-Off Date; and (b) the sole source of funds for the applicable statute payment of limitations any claims against the Seller Indemnifying Party pursuant to this Article VIII shall be payments (if any) made or to be made to the Escrow Account (and if so made, such claims shall continue available after such date until finally resolveddisbursement of monies from the Escrow Account for any matters set forth in the Escrow Agreement other than obligations covered by this Article VIII), which payments (iiif any) any claims for breach of derive from the representationsOverride Right Agreement (and, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein)accordingly, the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Seller Indemnifying Party shall not be obligated required to pay make any payments pursuant to this Article VIII in excess of the amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought (if any) provided by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable Escrow Account via the Override Right Agreement (and available after disbursement of monies from the Escrow Account for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or matters set forth in the amount of damages that it can recover from the Escrow Agreement other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with than obligations covered by this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementArticle VIII)).

Limits on Indemnification. All Indemnifiable Costs sought by (a) Notwithstanding anything to the contrary contained in this Agreement, (i) AMC shall not be required to indemnify, defend or hold harmless the Purchaser Indemnified Parties against or reimburse the Purchaser Indemnified Parties for any party hereunder Loss pursuant to Section 10.2(a), unless (A) US Purchaser has notified AMC in writing in accordance with Sections 10.5 and 12.6 of the claim subject to such indemnification, identifying with reasonable specificity the grounds for such claim, on or before the applicable Expiration Date, and (B) the aggregate of all of the Purchaser Indemnified Parties’ Losses under Section 10.2(a) exceeds $1,000,000 (the “Basket Amount”) (in which event AMC shall be liable only to the extent that such Losses in the aggregate exceed such amount) and (ii) the aggregate liability of AMC to indemnify the Purchaser Indemnified Parties for Losses under Section 10.2(a) and clause (i) of Section 10.2(b) shall in no event exceed $10,500,000 (the “Cap”). (b) Notwithstanding anything to the contrary contained in this Agreement, (i) Purchasers and the members of the Company Group shall not be required to indemnify, defend or hold harmless the AMC Indemnified Parties against or reimburse the AMC Indemnified Parties for any Loss pursuant to Section 10.3(a), unless (A) AMC has notified US Purchaser in writing in accordance with Sections 10.5 and 12.6 of the claim subject to such indemnification, identifying with reasonable specificity the grounds for such claim, on or before the Release Date, and (B) the aggregate of all of the AMC Indemnified Parties’ Losses under Section 10.3(a) exceeds the Basket Amount (in which event Purchaser shall be liable only to the extent that such Losses exceed such amount) and (ii) the aggregate liability of Purchasers and the members of the Company Group to indemnify the AMC Indemnified Parties for Losses under Section 10.3(a) shall in no event exceed the Cap. (c) The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts actually recovered by the Indemnified Person under insurance proceeds received by such Person policies with respect to such Loss, in each case net of costs of such recovery, retroactive or prospective premium adjustments, and chargebacks related to such insurance claim (less the present value of and any premium increases occurring loss or reduction in coverage as a result of such insurance claim). Except for . (id) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Notwithstanding anything to the expiration of the applicable statute of limitations and if so madecontrary contained in this Agreement, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company any Indemnifying Person be liable to any Indemnified Person for any indirect, special, incidental, consequential, lost profits, punitive, exemplary and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided similar damages claimed by applicable statutory or common law such Indemnified Person with respect to the conduct any matter relating to this Agreement; provided however, that any damages payable to any third party by an Indemnified Person, including any amounts so payable in respect of the Companyindirect, Mill▇▇ ▇▇ Buyer special, incidental, consequential, lost profits, punitive, exemplary and similar damages in connection with this Agreement or respect of any Third-Party Claim, shall be included in the amount calculation of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed Losses for which an Indemnified Person may seek indemnification pursuant to be a reduction of the Purchase Price paid by Buyer under this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, including Article VII, AMC shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party for, any Loss to the extent a liability for such Loss was reflected in the calculation of the final Purchase Price as reflected in the Final Closing Statement.

Limits on Indemnification. All (a) Absent fraud, the aggregate liability of the Members to indemnify the Buyer Indemnitees from and against any Buyer Indemnifiable Costs sought Losses pursuant to Section 11.2(a)(i) and (ii) will be limited to Five Million Dollars ($5,000,000). (b) If Buyer is liable to the Member Indemnitees for any Member Indemnifiable Losses hereunder, Buyer shall pay the amount of any such Member Indemnifiable Losses to Members’ Representative for distribution to the Members within ten (10) days following the determination of a bona fide claim for Member Indemnifiable Losses in accordance with this Agreement. (c) The Members will not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses pursuant to Section 11.2(a)(i) until the Buyer Indemnitees have first suffered aggregate Buyer Indemnifiable Losses in excess of Two Hundred Thousand Dollars ($200,000) (the “Basket”), at which point the Members will be obligated to indemnify the Buyer Indemnitees for all such Buyer Indemnifiable Losses in excess of the Basket. Notwithstanding the foregoing, the Basket shall not apply to Buyer Indemnifiable Losses arising out of breaches of representations and warranties contained in Section 7.25. (d) NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, AN INDEMNIFIED PARTY WILL NOT BE ENTITLED TO RECOVER ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM ASSERTED PURSUANT TO THIS ARTICLE XI, Including Any Recovery Under A "Multiple Of Profits," "Multiple Of Cash Flow", "Multiple Of Ebitda" Or Similar Valuation Methodology In Calculating The Amount Of Any Indemnifiable Losses. (e) No Indemnifying Party will have any obligation to indemnify any Indemnified Party from and against any Indemnifiable Loss pursuant to Section 11.2(a)(i) or 11.2(b)(i) unless on or prior to the applicable Warranty Termination Date such Indemnified Party makes a written claim for such Indemnifiable Loss. (f) The amount of any Indemnifiable Losses payable under Article XI by any party hereunder shall an Indemnifying Party (i) will be computed net of any insurance proceeds received by such Person the Indemnified Party with respect thereto and (ii) will be reduced by any recovery from any third Person in respect of the Indemnifiable Loss. Any indemnification payments made pursuant to such claim Article XI shall be treated for all relevant Tax purposes as an adjustment to the purchase price. (less the present value g) The obligations of any premium increases occurring as a result each Member who signs either or both of such claim). Except for (i) any claims for breach of the representations, warranties an Employment and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Non-Competition Agreement or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) a Non-Competition, Non-Solicitation and Confidentiality Agreement shall be several, and not joint, under those agreements, and upon any breach of those agreements by a Member, Buyer's and Surviving Company's sole remedy shall be against the Member or Members committing the breach. (h) Each Party must take and must cause their respective controlled Affiliates and other Indemnified Parties to take all reasonable steps to mitigate and otherwise minimize Indemnifiable Losses to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to Indemnifiable Losses, including without limitation using reasonable efforts to assert claims for breach of available insurance proceeds. In addition, Buyer must cause the representationsSurviving Company to maintain, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after following the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior insurance coverages appropriate to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, Surviving Company’s business activities. (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price andTHE RIGHTS OF INDEMNITY PROVIDED IN THIS ARTICLE XI ARE THE MEMBERS’, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductMEMBERS’ REPRESENTATIVE’S, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit BuyerBUYER’S, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the CompanyMERGER SUB’S AND THE SURVIVING COMPANY’S SOLE AND EXCLUSIVE REMEDY AFTER THE EFFECTIVE TIME RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND All Other Rights Of Indemnity Or Contribution, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementWhether Created By Law Or Otherwise, Are Hereby Waived.

Limits on Indemnification. All Indemnifiable Costs sought by 6.10.1 In calculating amounts payable to an Indemnified Party, the amount of the Losses (i) shall not be duplicative of any party hereunder other Loss for which an indemnification claim has been made under this Agreement or any Ancillary Agreement, (ii) shall be computed net of any insurance proceeds received amounts actually recovered by such Person Indemnified Party under any insurance policy with respect to such claim Loss, and (less the present value iii) shall be reduced to take account of any premium increases occurring as a result net tax benefit realized by such Indemnified Party arising from the incurrence or payment of any indemnity payments hereunder. In computing the amount of any such tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit after the incurrence or payment of any indemnified Loss. 6.10.2 Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification hereunder, and, notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be required to make any payment to an Indemnified Party in respect of such claimLoss to the extent such Indemnified Party has failed to comply with such obligation to mitigate. 6.10.3 In any case where an Indemnified Party recovers from third parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Section 6, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery). Except for , but not in excess of the sum of (i) any claims for breach amount previously so paid by the Indemnifying Party to or on behalf of the representations, warranties Indemnified Party in respect of such matter and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought amount expended by the Company Indemnifying Party in pursuing or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, defending any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach claim arising out of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementmatter.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net Notwithstanding anything to the contrary contained herein, except in the case of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for fraud, criminal activity, willful misconduct or breach of a Fundamental Representation and Warranty or covenant, (a) the representations, warranties Party Shareholders shall not be required to indemnify and covenants of the Company and Mill▇▇ hold harmless ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇▇ Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; (b) the Party Shareholders shall not be required to indemnify and hold harmless ▇▇▇er SECTION 3.3 (▇▇▇ Indemnified Parties in the aggregate for which indemnification claims must the first Losses until the Minimum Indemnity Amount has been met, provided that once the Minimum Indemnity Amount has been met, the indemnity obligation shall be made at any time after the Closing) or (iii) any claims for breach full amount of Losses in excess of the representationsMinimum Indemnity Amount, warranties or covenants of but subject to the Company Maximum Indemnity Amount and Mill▇▇ the Maximum Fundamental Indemnity Amount, as the case may be and as provided in this Section 7.3; (c) ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇▇ shall not be required to indemnify and hold harmless the Party Shareholder Indemnified Parties in the aggregate for Losses more than the Maximum Indemnity Amount; or (d) ▇▇▇ll ▇▇▇ shall not be obligated required to pay any amounts for indemnification under this ARTICLE VIII until indemnify and hold harmless the Party Shareholder Indemnified Parties in the aggregate indemnification for the Minimum Indemnity Amount, provided that once the Minimum Indemnity Amount has been met, the indemnity obligation sought by Buyer hereunder exceeds $100,000shall be the full amount of Losses in excess of the Minimum Indemnity Amount, whereupon but subject to the Company Maximum Indemnity Amount and Mill▇▇ the Maximum Fundamental Indemnity Amount, as the case may be and as provided in this Section 7.3. Notwithstanding anything to the contrary contained herein, in the case of a breach of a Fundamental Representation and Warranty, (a) the Party Shareholders shall not be required to indemnify and hold harmless ▇▇▇ll be liable ▇▇▇ Indemnified Parties in the aggregate for all amounts for which indemnification may be sought. Buyer Losses more than the Maximum Fundamental Indemnity Amount; and (b) ▇▇▇▇▇▇ shall not be obligated required to pay any amounts for indemnification under this ARTICLE VIII until indemnify and hold harmless the Party Shareholder Indemnified Parties in the aggregate indemnification obligation sought by for Losses more than the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementMaximum Fundamental Indemnity Amount.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect (a) Notwithstanding anything to such claim (less the present value of any premium increases occurring as a result of such claim). Except for contrary contained in this Agreement: (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Seller shall not be obligated to pay indemnify any amounts Buyer Indemnified Party with respect to any Loss to the extent that a specific reserve for the amount of such Loss was accurately reflected on the Financial Statements; provided that this clause (i) shall not apply to any Loss relating to Taxes that are Excluded Liabilities; (ii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the amount of such Loss was included in the calculation of the Purchase Price or the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.10; and (iii) in no event shall any Indemnified Party be entitled to seek or receive indemnification for the same Loss more than once under this Article VIII even if a claim for indemnification in respect of such Loss has been made as a result of a breach of more than one covenant or agreement contained in this Agreement. (b) The amount of any and all Losses under this ARTICLE Article VIII until the aggregate indemnification obligation sought shall be determined net of (i) any insurance, indemnity or reimbursement proceeds that have actually been recovered by the Indemnified Party for the same Losses (less any costs and expenses incurred by the Indemnified Party in connection with recovery of such insurance proceeds and any related increases in insurance premiums) (each, an “Alternative Recovery”) and (ii) any Indemnification Tax Benefits. Each of the Buyer, the Seller and the Company hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. In the event that the Indemnified Party receives payment of any amount pursuant to an Alternative Recovery for, or Mill▇▇ ▇▇▇eunder exceeds $100,000realizes any Indemnification Tax Benefit in respect of, whereupon Buyer shall be liable for all amounts Losses for which indemnification it has already been paid by the Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount (less any costs and expenses incurred by the Indemnified Party in connection with recovery of such insurance proceeds and any related increases in insurance premiums) to the Indemnifying Party. (c) The Parties acknowledge and agree that certain Losses may be sought. For purposes arise out of SECTIONS 8.1 or 8.5result from Liabilities, any requirement in any representation a portion of which are Assumed Liabilities and a portion of which are Excluded Liabilities, and certain Losses may arise out of or warranty result from Excluded Liabilities that an event or fact be material or have a Material Adverse Effect, as appropriateare, in order for the Buyer’s reasonable discretion, recoverable under the R&W Insurance Policy (such event or fact Losses, “Comingled Losses”). To the extent a Comingled Loss would reasonably be expected to constitute a misrepresentation or breach be recoverable under the R&W Insurance Policy, then the Buyer Indemnified Parties (as applicable) shall first seek to recover under the R&W Insurance Policy that portion of such representation or warranty shall Comingled Loss that would reasonably be ignoredexpected to be recoverable under the R&W Insurance Policy. Notwithstanding the foregoing, the preceding sentence shall not limit the Seller’s obligation to indemnify the Buyer Indemnified Parties for Losses arising out of or resulting from Excluded Liabilities, including that portion of any Comingled Loss arising out of or resulting from an Excluded Liability. Notwithstanding anything to the contrary in this Agreement, in respect of any claim relating to Excluded Taxes for which recovery is permitted under Section 8.2, the Buyer Indemnified Parties shall seek to recover Losses directly from an Indemnifying Party and shall have no obligation to notify the R&W Insurer or seek recovery under the R&W Insurance Policy with respect thereto. (id) Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) any Party be liable for any amount in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction excess of the Purchase Price paid received by Buyer under the Seller pursuant to this Agreement. (e) For purposes of this Article VIII, any and all Losses of an Indemnified Party shall expressly include the amount required to gross up such Indemnified Party to take into account the portion of any related indemnification payment indirectly borne by the Buyer and the Seller (in accordance with the Buyer’s and the Seller’s relative ownership in the Company) as applicable. (f) Each Indemnified Party entitled to indemnification hereunder shall take commercially reasonable steps, to the extent required under the Laws of the State of Delaware, to mitigate Losses after becoming aware of any event which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any party hereunder shall Proceeding be net commenced against any Company Stockholder for breach of any insurance proceeds received by such Person with respect representation, warranty, covenant or agreement contained herein, unless an Indemnification Claim Notice relating to such claim (less or Proceeding is given to the present value Stockholder Representative on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Proceeding is based ceases to survive as set forth in Section 9.1, irrespective of any premium increases occurring as a result whether the subject matter of such claim). Except for claim or Proceeding shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) any claims for breach of the representations, warranties and covenants of the No Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Stockholder shall be liable for any claim for indemnification for monetary damages pursuant to Section 9.2 unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Company Common Stockholders equals or exceeds the Special Deductible, after which, subject to the other limitations set forth in this Article IX, the Company Common Stockholders shall be liable for the amount of such Losses in excess of the Special Deductible; (ii) In addition to the limitation on liability set forth in Section 9.5(b)(i), and after such limitation has been satisfied, and other than with respect to the Specified Representations, no Company Stockholder shall be liable for any claim for indemnification for monetary damages pursuant to Section 9.2(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Company Common Stockholders pursuant to Section 9.2(a) equals or exceeds the Deductible, after which, subject to the other limitations set forth in this Article IX, the Company Common Stockholders shall be liable for the amount of such Losses in excess of the Deductible; (iii) other than with respect to the Specified Representations, the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from the Company Common Stockholders arising out of or resulting from the causes set forth in Section 9.2(a) shall be equal to the aggregate value of the Holdback Shares, calculated using the Parent Share Price (the “Cap”), and prior to the Expiration Date, and subject to the other limitations set forth in this Article IX, Parent’s right to hold back and not issue Holdback Shares shall be the sole source of recovery for such indemnifiable Losses; (iv) Parent shall not be entitled to seek recovery of indemnifiable Losses directly from any Company Stockholder unless and until all amounts Holdback Shares have been validly held back in satisfaction of Company Stockholder indemnification obligations under this Article IX; (v) in satisfaction of a Company Stockholder’s indemnification obligation in respect of any indemnifiable Losses for which indemnification Parent may be sought. For purposes of SECTIONS 8.1 or 8.5seek recovery directly from a Company Stockholder, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effectthe Company Stockholder may, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoingat its option, (ia) remit Parent Shares to Parent (with a value calculated based on the Parent Share Price), (b) pay cash to Parent or (c) do a combination of (a) and (b). (vi) in no event shall a Company Stockholder’s liability to any Parent Indemnified Party for a given indemnifiable Loss incurred by the Parent Indemnified Party exceed the Company Stockholder’s Stockholder Pro Rata Share of such Loss, and each Company Stockholder’s aggregate liability under this Article IX shall not exceed the aggregate liability value (based on the Parent Share Price) of all Parent Shares received by the Company Stockholder and the Company Stockholder’s Stockholder Pro Rata Share of the Company Holdback Shares; and (vii) notwithstanding the foregoing, the limitations on damages set forth in Sections 9.5(b)(ii) and Mill▇▇ ▇▇ Buyer 9.5(b)(iii) shall not apply in the case of fraud or Buyer intentional misrepresentation by the Company. (c) Notwithstanding anything to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) contrary contained in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductthis Agreement, in the event of any breach or inaccuracy of any representation or warranty which case only includes any qualification as to “materiality” or “Material Adverse Effect” for purposes of determining the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing amount of any remedies provided by applicable statutory or common law Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the conduct avoidance of doubt, such qualifications would continue to apply to the Companydetermination as to whether or not a breach or inaccuracy had occurred, Mill▇▇ ▇▇ Buyer but not in connection with this Agreement or in the determination of the amount of damages that it can recover the Loss. (d) Any former Company Common Stockholders and any officers or directors of Company shall not have any right of contribution, indemnification or right of advancement from the Parent, or any other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection Parent Indemnified Party with this Agreement. All Indemnifiable Costs paid respect to any Loss claimed by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementParent Indemnified Party.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any Action be commenced against a party hereunder shall be net hereto for breach of any insurance proceeds representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such Person party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement, no Seller Party shall be liable for any Losses pursuant to Section 8.02(a)(i) and/or Section 8.02(b)(i) and/or Section 8.02(c)(i)(Y) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Seller Parties exceeds [*****] (the “Threshold”), whereupon the Purchaser Indemnified Parties shall be entitled to indemnification for the amount of such Losses for which the Purchaser Indemnified Parties would, but for this Section 8.04(b), be liable, and not just amounts in excess of the Threshold. (c) Except in the case of fraud or intentional misrepresentation, the aggregate liability of all Seller Parties for all Losses incurred by the Purchaser Indemnified Parties pursuant to Section 8.02(a)(i) and/or Section 8.02(b)(i) and/or Section 8.02(c)(i)(Y) shall not exceed the Basic Cap. Except in the case of fraud or intentional misrepresentation or Losses arising out of or related to any Excluded Claim, the aggregate liability of all Seller Parties for all Losses incurred by the Purchaser Indemnified Parties pursuant to Section 8.02(a), Section 8.02(b) and/or Section 8.02(c), shall not exceed the Cap, except that the liability of any Seller Individual therefor shall not exceed his Pro Rata Share of the Cap. (d) Notwithstanding anything to the contrary contained in this Agreement (except as provided in Section 8.04(e)): (i) the limitations set forth in Article VIII shall not apply to any Losses arising out of or related to fraud or intentional misrepresentation by any Seller Party; (ii) the limitations set forth in Section 8.04(b) and Section 8.04(c) shall not apply to any Losses arising out of or related to any Excluded Claim; (iii) none of the parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, consequential or special (other than incidental) damages, including loss of future revenue or income or profits, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement, or any damages based on any type of multiple damages (other than any such damages owed to a third party pursuant to a Third Party Claim); and (iv) no Purchaser Indemnified Party will be entitled to any indemnification or any other payment with respect to any Losses to the extent such Losses were the subject of an adjustment in the Final Working Capital Statement. (e) Notwithstanding anything to the contrary contained in this Agreement, for the avoidance of doubt: (i) no Seller Individual other than the Seller Individual making such representation, warranty, covenant or other agreement on behalf of himself, herself or itself shall be liable for Losses arising out of another Seller Individual’s breach of any representation, warranty, covenant or other agreement and (ii) no Seller Individual shall be liable for more than his, her or its Pro Rata Share of any Loss, except in the case of Section 8.02(c), fraud or intentional misrepresentation or willful breach on the part of such Seller Individual. (f) Notwithstanding anything in this Agreement to the contrary, for purposes of the parties indemnification obligations under this Article VIII, all of the representations and warranties set forth in this Agreement that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification for purposes of determining the amount of Losses resulting from, arising out of or relating to any such breach of representation or warranty (but not for the purpose of determining whether any such breach has occurred). (g) Notwithstanding any provision herein to the contrary, if a Seller Party is obligated to indemnify or reimburse any Purchaser Indemnified Party for any indemnification claim in accordance with this Article VIII, such claim shall be satisfied in the following order, subject to the limitations set forth above: (i) first from the Escrow Fund; (ii) second, by offset against Earnout Consideration then due and payable; (iii) third, by written demand upon the Seller for payment; and (iv) fourth, to the extent that any amount remains unpaid after 30 days after delivery of written demand to the Seller (except to the extent that the Seller is contesting such obligation in good faith), by the Seller Individuals. Purchaser Indemnified Parties may set-off the amount of Losses with respect to such claim against any amounts payable by Purchaser to the Seller as the same becomes due and payable, subject to the limitations set forth in this Section 8.04. (less the present value h) The Seller Parties may pay a portion of any premium increases occurring Losses payable for indemnification claims to the Purchaser Indemnified Parties and recoverable as contemplated by clauses (iii) and (iv) of Section 8.04(g), by transferring to Purchaser a result number of shares of Purchaser Common Stock issued hereunder equal to (x) such portion of the Losses divided by (y) the Purchaser Stock Price calculated as of the date of such claim)transfer. Except for The Seller Parties shall promptly execute any documents reasonably required by Purchaser to transfer the shares of Purchaser Common Stock to Purchaser and return any original certificates representing such shares to Purchaser. (i) any claims for breach Except in the case of the representations, warranties and covenants fraud or intentional misrepresentation or Losses arising out of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior related to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolvedSection 8.03(b), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the ClosingSection 8.03(c) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained thereinSection 8.03(d), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts Losses for which indemnification may be sought. Buyer Purchaser shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate personal liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to Section 8.03 shall not exceed the conduct Cap. Notwithstanding anything to the contrary contained in this Agreement, the limitations set forth in Article VIII shall not apply to any Losses arising out of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional related to fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid misrepresentation by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementPurchaser.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims The Seller’s obligation to indemnify for breach Buyer Losses under Section 8(b)(i) of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof this Agreement (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and A) shall accrue only if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by of all such Buyer hereunder Losses exceeds One Million Dollars ($100,000, whereupon 1,000,000) (the Company “Seller Basket”) and Mill▇▇ ▇▇▇ll then the Seller shall be liable for all amounts for which indemnification may such Buyer Losses only to the extent that such Buyer Losses exceed such amount and (B) shall be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until limited in the aggregate indemnification to Ten Million Dollars ($10,000,000) (the “Seller Cap”) except to the extent that Buyer Losses exceeding the Seller Cap result from fraud or willful misconduct by or on behalf of Seller. (ii) The Buyer’s obligation sought by to indemnify for Seller Losses under Section 8(c)(i) of this Agreement (A) shall accrue only if the Company or Mill▇▇ ▇▇▇eunder aggregate of all such Seller Losses exceeds One Million Dollars ($100,000, whereupon 1,000,000) (the “Buyer Basket”) and then the Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty such Seller Losses only to the extent that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of Seller Losses exceed such representation or warranty amount and (B) shall be ignored. Notwithstanding the foregoing, (i) limited in no event shall the aggregate liability of to Ten Million Dollars ($10,000,000) (the Company and Mill▇▇ ▇▇ “Buyer or Buyer Cap”) except to the Company and Mill▇▇ ▇▇▇eed extent that Seller Losses exceeding the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence Cap result from fraud or willful misconductmisconduct by or on behalf of Buyer. (iii) To the extent that any indemnified claim is covered by insurance held by an Indemnitee, in which case only then without limiting the liability cap in subclause (i) above shall apply). However nothing other limitations set forth in this ARTICLE VIII Section 8, such Indemnitee shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law be entitled to indemnification hereunder only with respect to the conduct amount of Losses that are in excess of the Companycash proceeds actually received by the Indemnitee pursuant to such insurance. If the Indemnitee receives such cash insurance proceeds, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in then the amount payable by the Indemnitor pursuant to such claim shall be reduced by the amount of damages such proceeds, whether such proceeds were received prior to or after the time such claim is paid. Each Party hereby agrees to file claims under any of its insurance policies covering claims to the same extent that it can recover from the other such Party would normally file claims under its insurance policies in the ordinary course of business. (iv) In no event that shall Seller Losses or Buyer successfully proves intentional fraud Losses include punitive, indirect or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed consequential damages (unless actually payable to be a reduction of the Purchase Price paid by Buyer under this Agreementthird party).

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted against any party hereunder for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (b) Notwithstanding anything to the contrary contained in this Agreement, other than with respect to Tax Losses (which shall be governed exclusively by Section 8.4): (i) the maximum aggregate amount of indemnifiable Losses that may be recovered from PBI by the Buyer Indemnified Parties pursuant to Section 8.2(a), or from the Buyer by the Seller Indemnified Parties pursuant to Section 8.3(a), shall be $27,500,000 (the “Cap”); provided that the Cap shall not apply (A) to indemnification obligations to the extent arising out of a breach of a Fundamental Representation or (B) in the case of fraud; (ii) PBI shall not be liable to any Buyer Indemnified Party pursuant to Section 8.2(a), and the Buyer shall not be liable to any Seller Indemnified Party pursuant to Section 8.3(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from PBI or the Buyer, as applicable, equals or exceeds $3,000,000 (the “Basket Amount”), in which case PBI or the Buyer, as applicable, shall be liable only for the Losses in excess of the Basket Amount; provided the Basket Amount shall not apply (A) to indemnification obligations to the extent arising out of a breach of a Fundamental Representation or (B) in the case of fraud; (iii) no party hereto shall have any Liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement; provided, that the limitation in this Section 8.6(b)(iii) shall not apply to the extent such damages are actually recovered by third parties in connection with Losses indemnified under this Agreement in respect of any claims arising from the breach of the representations and warranties contained in Section 4.6(a) and Section 4.23; and (iv) the amount of any Loss arising from a breach of a representation, warranty, covenant or agreement shall be determined without regard to any limitation or qualification as to materiality, Material Adverse Effect or Buyer Material Adverse Effect or dollar thresholds set forth in such representation, warranty, covenant or agreement; provided, that such limitations and qualifications shall not be disregarded for determining whether a breach has occurred. (c) The amount of any and all Losses under this Article VIII (other than with respect to Tax Losses, which shall be governed exclusively by Section 8.4) shall be determined net of any insurance proceeds received or other recoveries actually recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, net of any actual costs or expenses (including any increase in premiums directly related to such Person insurance recovery) incurred in connection with obtaining such proceeds or other recoveries. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to such claim any indemnifiable Losses. (less the present value of d) The Buyer and PBI shall cooperate with each other with respect to resolving any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Liability or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts Loss for which indemnification may be soughtrequired hereunder, including by making, or causing the applicable Indemnified Party to make, all reasonable efforts to mitigate any such claim, Liability or Loss. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until Without limiting the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes generality of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event the Buyer and PBI shall, or shall cause the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer applicable Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect same extent as they would if such Loss were not subject to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementindemnification hereunder.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior Notwithstanding anything to the expiration of contrary contained in this Agreement: (a) the applicable statute of limitations and if so made, such claims Seller Parties shall continue after such date until finally resolvednot be liable for any claim for indemnification pursuant to Section 8.2(a), (ii) any claims for breach of the representations, warranties unless and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder amount of indemnifiable Losses which may be recovered from Seller and Parent pursuant to Section 8.2(a) equals or exceeds $100,000[***] (the “Basket Amount”), whereupon in which case the Company Seller Parties shall be jointly and Mill▇▇ ▇▇▇ll be severally liable for the aggregate amount of all amounts Losses in excess of the Basket Amount; provided, that the limit provided for which indemnification may be sought. Buyer in this clause (a) shall not be obligated apply to pay Losses resulting from, arising out of or relating to the inaccuracy or breach of any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company Fundamental Representation or Mill▇▇ ▇▇▇eunder exceeds $100,000of Section 3.16 relating to Taxes, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty in the event of fraud, willful misconduct or intentional misrepresentation; (b) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Seller Parties resulting from, arising out of or relating to the causes set forth in Section 8.2(a) shall be an amount equal to $[***] (the “Cap”); provided, that an event the limit provided for in this clause (b) shall not apply to Losses resulting from, arising out of or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact relating to constitute a misrepresentation the inaccuracy or breach of such any Fundamental Representation or of Section 3.16 relating to Taxes, or any representation or warranty in the event of fraud, willful misconduct or intentional misrepresentation; (c) the aggregate amount of indemnifiable Losses which may be recovered from the Seller Parties pursuant to Section 8.2, or the Buyer Parties pursuant to Section 8.3, shall not exceed the Total Consideration; provided, that the limit provided or in this clause (d) shall not apply to Losses resulting from, arising out of or relating to fraud, willful misconduct or intentional misrepresentation; and (d) payments by an Indemnifying Party pursuant to Section 8.2 or Section 8.3 in respect of any Losses shall be ignoredreduced by the amount of any cash proceeds actually received by any Indemnified Party in respect of such Losses under any applicable insurance policies or other applicable indemnity or contribution arrangement (each, an “Alternative Recovery”), in each case net of all costs and expenses incurred by the Indemnified Party in obtaining such recovery, including any premium increases, deductibles, Tax costs and expenses, and costs of enforcement; provided, however, that an Indemnified Party shall not be required to seek or 69 exhaust any such Alternative Recovery before making a claim for indemnification against an Indemnifying Party hereunder. Notwithstanding If an Indemnified Party receives any cash proceeds from any Alternative Recovery in respect of any Losses for which an Indemnifying Party has previously reimbursed or paid such Indemnified Party, then the foregoingIndemnified Party shall pay over to the Indemnifying Party, within thirty days of the receipt of such proceeds, an amount equal to the lesser of (i) the full amount of cash proceeds received by the Indemnified Party in no event shall the aggregate liability respect of the Company and Mill▇▇ ▇▇ Buyer such Losses from such Alternative Recovery or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) the full amount previously paid or reimbursed to the Indemnified Party by the Indemnifying Party in no event shall respect of such Losses (taking into account all amounts by which such Loss was previously reduced, and all amounts previously paid over to the aggregate liability Indemnifying Party in respect of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductsuch Loss, in which each case only the liability cap in subclause (i) above shall applypursuant to this Section 8.5(d). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement).

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder shall be net of any insurance proceeds received by such Person with respect 8.4.1. Notwithstanding anything to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representationscontrary contained in this Agreement, warranties and covenants of neither the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Holder Indemnified Parties nor Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Indemnified Parties shall be liable for all amounts any claim for indemnification pursuant to Sections 8.2.1, or 8.3.1, as applicable, unless and until the aggregate amount of indemnifiable Losses which indemnification may be sought. For purposes of SECTIONS 8.1 recovered from such Indemnifying Party under Sections 8.2.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect8.3.1, as appropriatethe case may be, in order for equals or exceeds [ * ] (such event or fact to constitute a misrepresentation or breach of such representation or warranty amount, the “Basket”), after which the Indemnifying Party shall be ignored. Notwithstanding liable for Losses in excess of the foregoingBasket; provided, however, that the Basket shall not apply to breaches of, or inaccuracies in, (iA) the Fundamental Representations or (B) any representations or warranties due to Fraud. Claims for indemnification pursuant to any other provision of Sections 8.2 or 8.3 are not subject to the monetary limitations set forth in this Section 8.4.1; provided, however, that in no event shall the aggregate liability amount of any Losses for which indemnification is provided under Section 8.3 exceed the Company Purchase Price plus any Contingent Payment that becomes due and Mill▇▇ ▇▇ Buyer or Buyer payable to the Company Holders. The amount of any Losses for which indemnification is provided under this ARTICLE 8 shall be net of any amounts actually recovered by the Indemnified Party under insurance policies or contractual indemnification or contribution provisions of other agreements covering such Losses (net of the out-of-pocket costs reasonably incurred for pursuing or obtaining such insurance proceeds, deductibles and Mill▇▇ ▇▇▇eed any increased premium amounts attributable to such claim). An Indemnified Party shall take commercially reasonable steps required by Applicable Law to mitigate any Losses for which indemnification is provided under this ARTICLE 8 upon becoming aware of any event that gives rise thereto. If an Indemnified Party (or an Affiliate) receives any insurance payment in connection with any claim for Losses for which it has already received an indemnification payment from the Purchase Price andIndemnifying Party, it shall pay to the Indemnifying Party, within 30 days of receiving such insurance payment, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE 8 had such insurance payment been made at the time of such indemnification payment solely to avoid duplicative recovery for the same Loss, but not in excess of any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter. The amount of Losses recoverable by an Indemnified Party under this ARTICLE 8 with respect to an indemnity claim shall be reduced by the net reduction in cash Taxes payable or paid that is actually received (iiincluding by way of a refund) by an Indemnified Party or its Affiliates with respect to the taxable year of the occurrence of the Loss giving rise to the indemnification obligation as a result of the incurrence of the applicable Loss, determined on a “with and without” basis. In no event shall any Indemnifying Party be responsible or liable for any Losses or other amounts under this ARTICLE 8 that are punitive damages (except to the extent such punitive damages are awarded to a third party). 8.4.2. [ * ]. Without limiting the generality of the foregoing, in no event shall the aggregate liability any Party, its successors or permitted assigns be entitled to claim or seek rescission of the Company or Mill▇▇ ▇▇ transactions consummated by this Agreement. 8.4.3. In the case of Buyer’s rights to indemnification for Material Claims, for as long as there are funds available in the Indemnification Escrow Fund to cover the Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconductIndemnified Parties’ indemnifiable Losses, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, any and all Losses payable by the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law Holders as Indemnifying Parties to the Buyer Indemnified Parties with respect to the conduct a Material Claim will be paid in cash first out of the CompanyIndemnification Escrow Fund, Mill▇▇ ▇▇ and in the event such Losses in respect of Material Claims exceed, or are not paid and satisfied in full from, the Indemnification Escrow Fund, the Buyer Indemnified Parties shall have the right to satisfy in full such Losses by pursuing indemnification rights and recourse directly against the Company Holders in accordance with each Company Holder’s Aggregate Payment Pro Rata Percentage of the Merger Consideration and Option Merger Consideration up to the aggregate Merger Consideration and Option Merger Consideration actually paid, or that becomes due and payable in accordance with Section 2.14, to each Company Holder. 8.4.4. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall a Company Holder be liable under this Agreement or otherwise in connection with the transactions contemplated hereby or in connection therewith for any Losses in excess of the Merger Consideration and Option Merger Consideration actually paid, or that becomes due and payable in accordance with Section 2.14, to him, her or it. 8.4.5. In the case of Losses arising out of or resulting from Company Holder Indemnity Events, the liability of each Company Holder for Company Holder Indemnity Events shall be solely with respect to Company Holder Indemnity Events committed by such Company Holder (the “Indemnifying Company Holder”) and not with respect to Company Holder Indemnity Events committed by any other Company Holder, and any Losses arising out of or based upon a Company Holder Indemnity Event that is satisfied from the Indemnification Escrow Fund or Buyer’s right of set-off against Contingent Payments under Section 8.8, as appropriate, shall reduce the Indemnifying Company Holder’s entitlement to the Indemnification Escrow Fund or Contingent Payments, as appropriate, and not any other Company Holder’s entitlement to the Indemnification Escrow Fund or Contingent Payments, as appropriate; provided, however, the Buyer Indemnified Parties shall have the right, but not the obligation, to satisfy all or a portion of the Losses arising out of or relating to a Company Holder Indemnity Event by pursuing indemnification rights and recourse directly against the Company Holder that committed the Company Holder Indemnity Event without having to first resort to obtaining payment from such Indemnifying Company Holder’s portion of the Indemnification Escrow Fund or exercising Buyer’s rights of set-off under Section 8.8 against such Indemnifying Company Holder’s portion of Contingent Payments. 8.4.6. The right of Buyer to indemnification pursuant to Section 8.2 will not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or in the amount Closing, with respect to any accuracy of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud any representation or intentional fraudulent conduct in connection warranty, or performance of or compliance with any covenant or agreement herein. 8.4.7. For purposes of this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement, “Material Claims” means [ * ].

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Notwithstanding anything to the contrary contained herein, no Acquiror Indemnified Party shall have a right to be indemnified for Losses under Section 7.02(a) unless and until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds $[***] (the “Deductible”), and then Acquiror Indemnified Parties shall have a right to be indemnified for the amount of all such Losses in excess of the Deductible. (b) The maximum amount of Losses for which Acquiror Indemnified Parties, in the aggregate, shall be net entitled to receive indemnification under Section 7.02(a) (other than in respect of breaches of any insurance proceeds received by such Person of the Seller Fundamental Representations) shall be an amount equal to $[***]. (c) The maximum amount of Losses for which Acquiror Indemnified Parties, in the aggregate, shall be entitled to receive indemnification under Section 7.02(a) (solely with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach breaches of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must Seller Fundamental Representations) shall be made prior an amount equal to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), Aggregate Contribution Consideration. (iid) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior Notwithstanding anything to the expiration of the time periods contained therein)contrary in this Agreement, the right limitations set forth in this Section 7.04 shall not apply to make claims or have any effect upon any claim for indemnification provided under this ARTICLE VIII shall expire on the third anniversary pursuant to Section 7.02 with respect to Losses arising out of the Closing Date or resulting from fraud, willful misconduct or intentional misrepresentation. (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. e) For purposes of SECTIONS 8.1 or 8.5this Article VII, any requirement inaccuracy in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such any representation or warranty shall be ignored. Notwithstanding the foregoingdetermined without regard to any materiality, (i) Company Material Adverse Effect, Harvest Material Adverse Effect or other similar qualification contained in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer otherwise applicable to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company such representation or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementwarranty.

Limits on Indemnification. All Indemnifiable Costs sought by any party hereunder (a) Notwithstanding anything to the contrary herein, the Sellers shall not be net of any insurance proceeds received by such Person liable to indemnify Buyer (or its respective directors, officers, employers, Affiliates, successors and assigns) pursuant to Section 6.2(i) or (iv) hereof with respect to any Losses specified therein unless and until Buyer and the Company shall have incurred aggregate Losses under such claim (less the present value Sections in an amount in excess of any premium increases occurring as a result $250,000 in which event Buyer shall be entitled to be indemnified for all Losses under such Sections in excess of such claim)$250,000. Except for claims based on fraud or intentional misrepresentation, Sellers' liability under Article VI or otherwise under this Agreement shall not exceed the Purchase Price in the aggregate. (b) In computing the amount of any Losses as to which any Indemnified Party shall be entitled to indemnification hereunder, the following shall apply: (i) any claims the Indemnifying Party shall not be required to indemnify the Indemnitee for breach of consequential or incidental damages suffered by the representationsIndemnitee, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must but shall be made prior obligated to indemnify to the expiration extent provided herein the Indemnitee for consequential or incidental damages of any third party asserted against the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), Indemnitee; (ii) the Indemnitee shall cooperate, at the Indemnifying Party's expense, in the investigation and defense of any claims for breach of the representations, warranties Claim and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or shall use reasonable efforts to mitigate Losses. (iii) If the Indemnitee shall be entitled to seek payment in respect of any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior Loss from any person in addition to the expiration of the time periods contained therein)Indemnifying Party, the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer Indemnitee shall not be obligated entitled to pay any amounts for indemnification under this ARTICLE VIII until the receive an aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement amount in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach excess of such representation or warranty shall be ignored. Notwithstanding Loss from all such persons and the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this AgreementIndemnifying Party.

Limits on Indemnification. All Indemnifiable Costs sought by Notwithstanding anything to the contrary contained in this Agreement: (a) An Indemnifying Party shall not be liable for any party hereunder claim for indemnification pursuant to Section 8.2(a) or (b) or Section 8.3, as the case may be, unless and until the aggregate amount of indemnifiable Losses which may be recovered from such Indemnifying Party under Section 8.2(a) and (b) or Section 8.3, as applicable, exceeds $500,000.00, in which case the Indemnifying Party shall be liable for the entire amount of such Losses, subject to the other limits and terms of this Article VIII; provided, however, that for the avoidance of doubt, this Section 8.6(a) shall not limit or apply to any payments owed by Acquiror under Sections 2.9 or 6.4 hereof or any indemnifiable Losses under Section 8.2(c) – (g). (b) No Indemnified Party may make a claim for indemnification under Section 8.2(a) or Section 8.3(a), as the case may be, for breach by the Indemnifying Party of a particular representation or warranty that occurs or is identified after the expiration of the survival period thereof specified in Section 8.1. (c) For purposes of calculating the amount of Losses incurred by an Indemnified Party for purposes of this Agreement, such amount shall be: (i) reduced by the amount of any insurance benefits and proceeds actually paid to such Indemnified Party, or any Affiliate of any such party, in respect of such Losses net of any insurance proceeds received deductible amounts; (ii) reduced by such Person the amount of any indemnification, contribution or other similar payment actually recovered by the Indemnified Party from any third party with respect to such claim Losses; (less iii) reduced by any net Tax Benefit realized by the present value applicable Indemnified Party where the “Tax Benefit” equals the reduction in the actual amount of Taxes which such Indemnified Party would otherwise have had to pay in any taxable year (or portion thereof) ending on or prior to the Fundamental Representations and Tax Matters Expiration Date absent the payment or accrual of the loss, expense, deduction or Taxes resulting from the event or circumstance giving rise to such Losses, calculated on a combined, consolidated or unitary basis for federal, state, local and foreign Tax purposes, where applicable, by computing the amount of Taxes of such Indemnified Party before and after inclusion of any premium increases occurring Tax deductions attributable to such Losses, and (iv) increased to take into account any net Tax Cost incurred by the Indemnified Party arising from (x) the receipt of indemnity payments hereunder or (y) the indemnification, contribution or other similar payments actually recovered by the Indemnified Party from any third party with respect to such Losses (in the case of either (x) or (y) grossed up for any income Tax incurred based on such increase), where the “Tax Cost” equals the increase in Taxes realized by such Indemnified Party as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 receipt or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach accrual of such representation indemnity payments or warranty shall be ignored. Notwithstanding the foregoingindemnification, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer contribution or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for other similar payments from a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementthird party.

Limits on Indemnification. All Indemnifiable Costs sought by any The party hereunder making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”. The rights of the Indemnified Parties to indemnification pursuant to the provisions of Section 7.2 and Section 7.3 shall be subject to the following limitations: (a) The amount of any and all Losses shall be determined net of any amounts actually recovered by the Indemnified Party under insurance proceeds received by policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement or the other Transaction-Related Documents) with respect to such Losses, in each case, net of costs of collection resulting from making any claim (less the present value thereunder and net of any deductibles or self-insurance retention amounts and net of any premium increases occurring adjustments. In the event that an insurance or other recovery is made by any Indemnified Party (as defined herein) with respect to any Loss for which any such Indemnified Party has already been indemnified and paid hereunder or paid pursuant to a result suit, action or proceeding pursuant to Section 7.5 hereof, then a payment equal to the aggregate amount of the recovery (net of all direct collection expenses, the Deductible and related insurance premiums) shall be made promptly to the Indemnifying Party; provided, however, that the parties acknowledge that neither party has any obligation to obtain insurance (or assign any insurance policy that is already in existence). (b) No claim for indemnification shall be brought under Section 7.2(a) or Section 7.3(a) unless and until the total amount which the Indemnified Party would recover under Section 7.2(a) or Section 7.3(a) (as limited by the provisions of Section 7.4(a)) is greater than Two Hundred Fifty Thousand Dollars ($250,000) (the “Deductible”) in which case the Indemnified Party shall be entitled to recover only the amount of such claimLosses in excess of the Deductible, subject to the other limitations herein; provided, that Losses relating to (x) breaches or inaccuracies of the Fundamental Representations, Special Representations or of Section 4.12 (Taxes and Tax Returns). Except for , in each case, indemnifiable pursuant to Section 7.2(a) or Section 7.3(a), or (y) fraud or intentional misrepresentation shall neither be applied toward, nor limited by, the Deductible. (c) (i) any claims for breach The maximum amount of the representationsindemnification obligations of Seller pursuant to Section 7.2(a), warranties on one hand, and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 Buyer pursuant to Section 7.3(a) on the other hand, for Losses resulting from breaches or 3.14inaccuracies therefrom (except for Losses resulting from a breach or inaccuracy of a Fundamental Representation, hereof (for which indemnification claims must shall be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), governed by clause (ii) any claims for breach below) shall be an amount equal to 15% of the representations, warranties Transaction Consideration (the “General Representations Indemnity Cap”) and covenants (ii) the maximum amount of the Company indemnification obligations of the Seller, on one hand, and Mill▇▇ ▇▇▇er SECTION 3.3 of the Buyer, on the other hand, for Losses resulting from breaches of any covenants to be performed prior to Closing or breaches or inaccuracies of any Fundamental Representation, shall be an amount equal to the Transaction Consideration (the “Transaction Consideration Indemnity Cap” and, together with the General Representations Indemnity Cap, the “Indemnity Cap”); provided, that the Indemnity Cap limitations set forth in this Section 7.4(c) shall not apply to Losses relating to any claim based on fraud or intentional misrepresentation. (d) Except for Losses recovered by a third party under this Article VII, no party shall be liable to any other party for any special, punitive or exemplary damages. (e) Any Loss for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior Indemnified Party is entitled to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer Article VII shall be liable determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement. (f) Notwithstanding anything to the contrary in this Agreement, solely for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 determining the amount of any Losses based upon, arising out of or 8.5, relating to any requirement in breach or inaccuracy of any representation or warranty that an event or fact be material or have in this Agreement (and not for purposes of determining whether a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of any such representation or warranty has occurred), such representation or warranty shall be ignored. Notwithstanding the foregoingconsidered without regard to any qualification by or reference to “materiality”, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer “all material respects”, “Material Adverse Effect”, or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementsimilar qualifications therein.

Limits on Indemnification. All Indemnifiable Costs sought (a) Except for Damages based on fraud or willful breach, ▇▇▇▇▇▇▇’ aggregate liability for Damages from indemnification claims under this Section 7 shall not exceed the Purchase Price. (b) In calculating the amount of indemnification payable to an Indemnified Party, the amount of the Damages claimed by the Indemnified Party (i) shall not be duplicative of any party hereunder other Damage for which an indemnification claim has been made, and (ii) shall be computed net of any insurance proceeds received amounts actually recovered by such Person Indemnified Party under any insurance policy with respect to such claim Damage. (less c) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the present value fullest extent practicable the amount of any premium increases occurring as Damage for which it is entitled to seek indemnification hereunder. (d) In any case where an Indemnified Party recovers from a result Third Party any amount in respect of any Damages with respect to which an Indemnifying Party has indemnified it pursuant to this Section 7, such claimIndemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery). Except for , but not in excess of the sum of (i) any claims for breach amount previously so paid by the Indemnifying Party to or on behalf of the representations, warranties Indemnified Party in respect of such Damages and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach reasonable out-of-pocket costs and expenses incurred by the Indemnifying Party in pursuing or defending any claim arising out of such Damages. (e) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Knowledge Party of a Party has, as of the representationsClosing Date, warranties and covenants any actual knowledge (without any duty of inquiry) of any fact, event or circumstance which constitutes a breach by the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at other Party of any time after the Closing) or (iii) any claims for breach of the such other Party’s representations, warranties or covenants of in this Agreement, then such fact, event or circumstance cannot be asserted by the Company and Mill▇▇ Party whose Knowledge Party has such knowledge as a basis for any indemnification claim against the other Party under this Section 7. (f) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES, LOSSES BASED UPON LOST REVENUES OR PROFITS, DIMINUTION OF VALUE, MULTIPLE OF EARNINGS, PROFITS OR CASH FLOW OR SIMILAR MEASURES, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY, THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR THEREOF OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; PROVIDED THAT NOTHING IN THIS SECTION 7.5 SHALL LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER THIS SECTION 7 WITH RESPECT TO THIRD-PARTY CLAIMS, (B) EITHER PARTY’S LIABILITY FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 8, OR (C) ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse Effect, as appropriate, in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of ’ LIABILITY FOR BREACH OF SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreement5.11.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any party hereunder shall Proceeding be net commenced against either Seller or Purchaser for breach of any insurance proceeds representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Proceeding is received by such Person party describing in reasonable detail the subject matter of such claim or Proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Proceeding is based ceases to survive as set forth in Section 8.1, irrespective of whether the subject matter of such claim or Proceeding shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) in the event of any breach or inaccuracy of any representation or warranty which includes any qualification as to “materiality” or “Material Adverse Effect” for purposes of determining the amount of any Loss with respect to such breach or inaccuracy, no effect will be given to such qualification as to “materiality” or a “Material Adverse Effect” contained therein (for the avoidance of doubt, such qualifications would continue to apply to the determination as to whether or not a breach or inaccuracy had occurred, but not in the determination of the amount of the Loss); (ii) an Indemnifying Party shall not be liable for any claim for indemnification for monetary damages pursuant to Section 8.2(b), 8.2(f) or 8.3(b) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $100,000 (less the present value “Deductible”), after which the Indemnifying Party shall be liable for the full amount of such Loss in excess of the Deductible; (iii) the maximum aggregate amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.2(b) or 8.3(b) shall be equal to $1,500,000; provided, however, that in connection with: (A) a Breach of the representations and warranties contained in Sections 4.2 (Due Authorization) or 5.2 (Purchaser’s Due Authorization), the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party shall be equal to $16,000,000; and (B) (1) a Breach of a Specified Representation other than Sections 4.2 (Due Authorization) or 5.2 (Purchaser’s Due Authorization) or (2) any Breach of which the Indemnifying Party had engaged in fraud or willful misconduct prior to the date hereof, the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.2(b) or 8.3(b) shall not be subject to such limit; (iv) the maximum amount of monetary damages for indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the cause set forth in Section 8.2(f) shall not be subject to limit but the obligation to provide indemnification for such Losses shall expire on the fourteen month anniversary of the Closing; (v) notwithstanding the foregoing, the limitations on damages set forth in Section 8.4(b)(ii) and (iii) shall not apply to Losses arising from the causes set forth in Article VII or in Sections 8.2(a), (c), (d) or (e) or 8.3(a), (c), (d) or (e). (c) Seller (including any officer or director of Seller) shall not have any right of contribution, indemnification or right of advancement from Purchaser or any other Purchaser Indemnified Party with respect to any Loss claimed by a Purchaser Indemnified Party. Purchaser (including any officer or director of Purchaser) shall not have any right of contribution, indemnification or right of advancement from Seller or any other Seller Indemnified Party with respect to any Loss claimed by a Seller Indemnified Party. (d) Each payment by an Indemnifying Party made pursuant to this Article VIII shall be reduced to the extent of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representationsinsurance proceeds actually received by Purchaser or Seller, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 or 3.14, hereof (for which indemnification claims must be made prior to the expiration of the applicable statute of limitations and if so made, such claims shall continue after such date until finally resolved), as applicable; (ii) any claims for breach tax benefits which are reasonably ascertainable following a review of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) Indemnified Party’s entire Tax liabilities or (iii) any claims for breach of the representations, warranties reimbursements or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought similar payments actually received by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by the Company Purchaser or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. For purposes of SECTIONS 8.1 or 8.5, any requirement in any representation or warranty that an event or fact be material or have a Material Adverse EffectSeller, as appropriateapplicable, in order for such event or fact to constitute from a misrepresentation or breach of such representation or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law third party with respect to the conduct such payment; provided, however, Purchaser and Seller shall not have an obligation to seek any payments from, or take action with respect to, any insurance policies or third parties in lieu of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover as a condition to receiving a payment from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer an Indemnifying Party under this AgreementArticle VIII and any such action shall be at the sole and absolute discretion of Purchaser or Seller, as applicable.

Limits on Indemnification. All Indemnifiable Costs sought by (a) No claim may be asserted nor may any Action be commenced against any party hereunder hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Action is received by such party describing, in reasonable detail, the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a) or Section 9.03(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $850,000 (the “Deductible”), after which the Indemnifying Party shall be liable only for those Losses in excess of the Deductible; (ii) the maximum aggregate amount of indemnifiable Losses which may be recovered from the Sellers (as a group), as an Indemnifying Party or otherwise arising out of or resulting from the causes set forth in Section 9.02 or otherwise in connection with the transactions contemplated hereby shall be an amount equal to 10% of the Purchase Price (the “Cap”); provided that the Cap and the Deductible shall not apply to claims for indemnification under Sections 9.02(b), (c) and (d) or Article VII, Losses resulting from a breach of any Fundamental Representations or Fraud, but, in each such case, instead the maximum aggregate amount of indemnifiable Losses will not exceed the Purchase Price; (iii) following the Closing no party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any (A) punitive damages, (B) exemplary damages, or (C) loss of anticipated profits, (D) diminution in value, or (E) speculative or indirect damages relating to the breach or alleged breach of this Agreement or any Ancillary Agreement (other than any such damages that are payable to third parties); and (iv) notwithstanding any other provision of this Agreement to the contrary, the indemnification obligations of any Seller for any Losses resulting from Fraud shall not be subject to any of the limitations contained in this Section 9.04(b). But, the limitations set forth in clauses (iii)(C)-(D) do not extend to such damages that constitute reasonably foreseeable direct damages arising from any Seller’s breach of this Agreement. (c) For all purposes of this Article IX, each Loss shall be net of any insurance proceeds received by such Person with respect to such claim (less the present value of any premium increases occurring as a result of such claim). Except for (i) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTIONS 3.11 insurance or 3.14, hereof other recoveries payable to (for which indemnification claims must be made prior to the expiration extent recoverable) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of the applicable statute of limitations indemnification and if so made, such claims shall continue after such date until finally resolved), (ii) any claims for breach of the representations, warranties and covenants of the Company and Mill▇▇ ▇▇▇er SECTION 3.3 (for which indemnification claims must be made at any time after the Closing) or (iii) any claims for breach of the representations, warranties or covenants of the Company and Mill▇▇ ▇▇▇er ARTICLE VI (for which indemnification claims must be made prior to the expiration of the time periods contained therein), the right to make claims for indemnification provided under this ARTICLE VIII shall expire on the third anniversary of the Closing Date (except for claims made prior to such date which shall continue after such date until finally resolved). The Company and Mill▇▇ ▇▇▇ll not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought by Buyer hereunder exceeds $100,000, whereupon the Company and Mill▇▇ ▇▇▇ll be liable for all amounts for which indemnification may be sought. Buyer shall not be obligated to pay any amounts for indemnification under this ARTICLE VIII until the aggregate indemnification obligation sought Tax benefit actually realized by the Purchaser, its Affiliates, any Company or Mill▇▇ ▇▇▇eunder exceeds $100,000, whereupon Buyer shall be liable for all amounts for which indemnification may be sought. Subsidiary arising in connection with the accrual or payment of such Loss in the tax year that such Loss was realized or the two tax years immediately thereafter. (d) For purposes of SECTIONS 8.1 determining the amount of Losses arising from such a breach for which the Purchaser Indemnified Parties are entitled to indemnification hereunder, the representations and warranties made by the parties hereto in this Agreement shall be construed as if any qualification or 8.5limitation that is based on materiality (including, any requirement in any representation or warranty that an event or fact be material or have a without limitation, all usages of “material”, “Material Adverse Effect, as appropriate, in order for such event ” or fact to constitute a misrepresentation or breach similar qualifiers) were omitted from the text of such representation representation, warranty or warranty shall be ignored. Notwithstanding the foregoing, (i) in no event shall the aggregate liability of the Company and Mill▇▇ ▇▇ Buyer or Buyer to the Company and Mill▇▇ ▇▇▇eed the Purchase Price and, (ii) in no event shall the aggregate liability of the Company or Mill▇▇ ▇▇ Buyer for a breach of SECTION 3.21 (Year 2000) exceed $2,500,000 (absent gross negligence or willful misconduct, in which case only the liability cap in subclause (i) above shall apply). However nothing in this ARTICLE VIII shall limit Buyer, the Company or Mill▇▇ ▇▇ exercising or securing any remedies provided by applicable statutory or common law with respect to the conduct of the Company, Mill▇▇ ▇▇ Buyer in connection with this Agreement or in the amount of damages that it can recover from the other in the event that Buyer successfully proves intentional fraud or intentional fraudulent conduct in connection with this Agreement. All Indemnifiable Costs paid by the Company or Mill▇▇ ▇▇▇ll be deemed to be a reduction of the Purchase Price paid by Buyer under this Agreementcovenant.