Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Sellers shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 12.1(a) or (b) arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000600,000 (the "Basket Amount"), in which case Seller the Sellers shall be liable to the Buyer Indemnified Parties only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller ; provided, however, that any materiality or Material Adverse Effect qualification with respect to any such representation or warranty shall be obligated to provide indemnification disregarded solely for all purposes of calculating the magnitude of Losses arising out of or related to resulting from the breach of any covenant such representation or agreement of Sellerwarranty to determine whether the Basket Amount has been met. The maximum obligation of Seller the Sellers to provide indemnification for all Losses pursuant to Section 12.1(a), (ib), (c) Section 14.1 and (d) arising out of or related to breaches of representations and warranties (but not for any breach and in respect of any covenant covenants and agreements to be performed by the Sellers or agreement of Seller) and (ii) Section 14.6, the Company referred to therein prior to the Closing Date shall be limited to an aggregate amount equal to $9,400,000 36,000,000. Notwithstanding the foregoing, it is expressly understood and agreed that the limitations contained in this Section 12.4(a) shall not apply to (i) the aggregateobligation of the Sellers to provide indemnification pursuant to Section 12.1(e), (f) and (g) or (ii) a breach of the representations and warranties of the Sellers or the Company contained in Sections 4.5 and 4.12. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 12.2(a) arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) referred to therein, except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount Amount, in which case Buyer shall be liable to Seller the Sellers only for such Losses in excess of the Basket Amount. Buyer , provided, however, that any materiality or material adverse effect qualification in any such representation or warranty shall be obligated to provide indemnification disregarded solely for all purposes of calculating the magnitude of Losses arising out of or related to resulting from the breach of any covenant such representation or agreement of Buyer or any post-Closing covenant or agreement of TPCwarranty to determine whether the Basket Amount has been met. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 12.2(a) and (b) arising out of or related to breaches of representations and warranties (but not for any breach and in respect of any covenant or agreement of Buyer, or TPC if applicable) covenants and agreements to be performed by Buyer prior to the Closing Date shall be limited to an aggregate amount equal to $9,400,000 36,000,000. It is expressly understood and agreed that the limitations contained in this Section 12.4(b) shall not apply to the aggregateobligation of Buyer to provide indemnification pursuant to Section 12.2(c) or (d). (c) The representations and warranties of TPC the Sellers and Seller the Company on the one hand, hand and Buyer, Buyer on the other, other contained in this Agreement or in any certificate delivered pursuant hereto, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect until the 13th month second anniversary of the Closing Date; provided, however, provided that (i) the representations contained and warranties set forth in Section 4.14 Sections 4.2, 4.5, 4.13 and 5.2 shall last for six yearssurvive indefinitely and without limitation, (ii) the representations contained and warranties set forth in Section 4.17 and Section 4.18 4.12 shall continue survive until the expiration of the applicable statute of limitations relating applicable to the cause matters covered thereby and (iii) all Environmental Representations shall survive until the earlier of action giving rise the fifth anniversary of the Closing Date or the expiration of the statute of limitations applicable to Losses the matters covered thereby. Notwithstanding the foregoing, in the event that a Change of Control of the Company occurs at any time after the Closing, all Environmental Representations, and rights to indemnification in respect thereof, shall terminate and cease to be of any further force or effect on the later of (i) the date of such Change of Control and (ii) the third anniversary of the Closing Date. (d) Other than in respect of Claims based upon actual fraud, the indemnification provisions of this Article XII shall be the sole and exclusive remedy with regard to money damages (but not equitable relief) for any breaches of representations contained and warranties that survive the Closing and in Sections 4.2 respect of any inaccuracy or omission in any certificate, documents or other information furnished to Buyer in connection with this Agreement or the transactions contemplated hereby and 4.3 shall survive indefinitelyfor any breaches of covenants and agreements under this Agreement occurring prior to the Closing.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) 11.1 except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, 175,000.00 (the “Basket Amount”) in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller175,000.00. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, 11.1 shall be limited to $9,400,000 an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller’s representations and warranties set forth in the aggregateSections 4.1, 4.2, 4.3, 4.8, and 4.14. (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) 11.2 except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) 11.2 shall be limited to $9,400,000 the amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer’s representations and warranties set forth in the aggregateSections 5.1, 5.2, 5.3, 5.5 and 5.7. (c) The representations Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and warranties basis of TPC the Losses and the estimated amount of such Losses is delivered to Seller on the one handprior to 5:00 p.m., and BuyerHouston, Texas time, on the other, contained in this Agreement shall survive the Closing until the 13th month third anniversary of the Closing Date; provided. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., howeverHouston, that Texas time, on the third anniversary of the Closing Date. (id) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations contained and warranties set forth in Section 4.14 Articles IV and V shall last be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a “Materiality Requirement” shall mean any requirement in a representation or warranty that a condition, event or state of fact be “material,” correct or true in “all material respects,” have a “Material Adverse Effect,” or be or not be “reasonably expected to have a Material Adverse Effect” (or other words or phrases of similar effect or impact) in order for six yearssuch condition, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration event or state of the applicable statute of limitations relating facts to the cause of action giving rise such representation or warranty to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelybe inaccurate.

Limits on Indemnification. (a) No claim may be asserted against Seller or Buyer for breach of any representation or warranty, covenant or agreement contained herein, or for indemnification pursuant to Sections ‎11.1 or ‎11.2, unless written notice of such claim pursuant to ‎Section 11.3 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, covenant or agreement or right to indemnification on which such claim is based ceases to survive as set forth in ‎Section 11.5, and any claim brought after such date shall be barred. (b) Notwithstanding anything to the contrary contained in this Agreement: (ai) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), or from Buyer by Seller (including any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), shall be one million Dollars ($1,000,000) (the “Indemnification Cap”); (ii) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for such breach and any other breach arising from substantially similar occurrences, events or sets of facts exceed fifty thousand Dollars ($50,000) (the “De Minimis Amount”), provided, that if the aggregate amount of indemnifiable Losses for such claim is greater than or equal to the De Minimis Amount then the entire amount of such Losses in respect of such claim will be eligible for indemnity pursuant to and subject to the terms and conditions of this ‎Article XI; (A) other than with respect to claims for indemnification based on, with respect to or by reason of any inaccuracy or breach of any of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations or any of the representations or warranties set forth in Section ‎4.7(e), Seller shall not be liable to Buyer (or any other Buyer Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.1(a), nor Buyer to Seller (or any other Seller Indemnified Party) with respect to any breach of any representation or warranty described in ‎Section 11.2(a), for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party in respect of all such claims, excluding any Losses in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($250,000) (the “Basket Amount”), in which case such party shall be liable only for the Losses in excess of the Basket Amount; and (B) Seller shall not have be liable to Buyer (or any obligation other Buyer Indemnified Party) with respect to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant representation or agreement warranty described in the first sentence of Seller‎Section 4.8(c) except to or in the extent that last sentence of ‎Section 4.9, for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from such party for all such breaches, excluding any Losses pursuant to such Section in respect of claims which did not meet the De Minimis Amount, exceeds two hundred and fifty thousand Dollars ($1,000,000250,000) (the “Assets Basket Amount”), in which case Seller shall be liable to Buyer only for the Losses for such Losses breaches in excess of $1,000,000 (the "Assets Basket Amount to the extent in excess of the Basket Amount"). ; (iv) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to Environmental Indemnification Matters shall be obligated six million Dollars ($6,000,000); and (v) the maximum aggregate amount of indemnifiable Losses that may be recovered under this Agreement from Seller by Buyer (including any other Buyer Indemnified Party) with respect to provide ‎Section 11.1(a) (other than with respect to claims for indemnification for all Losses arising out based on, with respect to or by reason of any inaccuracy or related to the breach of any covenant of the Company’s Fundamental Representations, Seller’s Fundamental Representations or agreement any of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of the representations or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Sellerset forth in ‎Section 4.7(e)) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable‎Section 11.1(b) shall be limited to $9,400,000 in the aggregatePurchase Price. (c) The parties hereby acknowledge and agree that for purposes of this ‎Article XI, qualifications as to materiality or Material Adverse Effect (or any similar qualification) in any representation or warranty set forth herein (except for any representation or warranty set forth in ‎Section 4.5 or ‎Section 4.6(b) or any Specified Qualifier) shall be ignored for the purposes of determining whether a breach of a representation or warranty has occurred and the applicable amount of Losses in respect of such breached representation or warranty. (d) Notwithstanding the foregoing, the amount of any indemnifiable Losses payable by the Indemnifying Party shall be reduced, without duplication, by (i) amounts actually recovered, if any, under applicable insurance policies or any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim (in each case minus any reasonable out of pocket cost or expense of recovery or increased premiums) and (ii) any Tax benefits actually realized by the Indemnified Party or any of its Affiliates in the year of payment indemnifying for such Loss or arising in connection with the accrual, incurrence or payment of any Loss. Each Indemnified Party shall use commercially reasonable efforts to seek or continue to pursue recovery under any insurance policy, or from any Person responsible for such Loss, with respect to any amount of Loss. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, or resolves a Loss for less than the amount claimed in respect of such Loss, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, or the amount received in excess of the applicable Loss, as applicable, in each case, net of any expenses incurred by such Indemnified Party in collecting such amount. (e) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would reasonably be expected to, or does, give rise thereto. The Indemnified Party shall not be entitled to recover more than once in respect of the same Losses suffered. (f) For the avoidance of doubt, Losses arising from breaches of the Company’s Fundamental Representations, Seller’s Fundamental Representations, Buyer’s Fundamental Representations and the representations and warranties of TPC and Seller on the one handset forth in ‎Section 4.7(e), and Buyerany Losses incurred by any Buyer Indemnified Party pursuant to Section ‎11.1(b) through ‎Section 11.1(i) and any Losses incurred by any Seller Indemnified Party pursuant to ‎Section 9.4(i) or Sections ‎11.2(b) through ‎11.2(f), on shall not be subject to the otherIndemnification Cap, contained the De Minimis Amount or the Basket Amount. The limitations of liability set forth in this Agreement ‎Section 11.6 shall survive not apply in the Closing until the 13th month anniversary event of the Closing Date; provided, however, that (i) any liability of Seller to indemnify Buyer Indemnified Parties pursuant to ‎Section 11.1 arising from any Fraud in respect of the representations contained in Section 4.14 shall last for six years‎Article IV or ‎Article VI on the part of Seller or the Company, (ii) or in the event of any liability of Buyer to indemnify Seller Indemnified Parties pursuant to ‎Section 11.2 arising from any Fraud in respect of the representations contained in Section 4.17 and Section 4.18 shall continue until ‎Article VII on the expiration part of the applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelyBuyer.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) 11.1 except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,00050,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 50,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, 11.1 shall be limited to $9,400,000 an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Seller's representations and warranties set forth in the aggregate.Sections 4.1, 4.2, 4.3, 4.8 and 4.14; (b) Buyer shall not have any obligation to provide indemnification for Losses indemnified pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) 11.2 except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount Amount, in which case Buyer shall be liable to Seller only for such Losses in excess of the Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) 11.2 shall be limited to $9,400,000 an amount equal to the Purchase Price. Notwithstanding the foregoing, the Basket Amount and such liability cap will not apply with respect to any breach of Buyer's representations and warranties set forth in the aggregate.Sections 5.1, 5.2, 5.3, 5.5 and 5.7; (c) The representations Seller shall not have any obligation to provide indemnification hereunder for any Losses pursuant to Sections 11.1 unless a written notice of claim specifying in reasonable detail the specific nature and warranties basis of TPC the Losses and the estimated amount of such Losses is delivered to Seller on the one handprior to 5:00 p.m., and BuyerHouston, Texas time, on the other, contained in this Agreement shall survive the Closing until the 13th month third anniversary of the Closing Date; provided. Buyer shall not have any obligation to provide indemnification hereunder for any Losses unless a written notice of claim specifying in reasonable detail the specific nature and basis of the Losses and the estimated amount of such Losses is delivered to Buyer prior to 5:00 p.m., howeverHouston, that Texas time, on the third anniversary of the Closing Date; (id) For purposes of determining Losses in order to calculate the Basket Amount and determine rights to indemnification under this Article XI, the representations contained and warranties set forth in Section 4.14 Articles IV and V shall last be read without giving effect to any Materiality Requirement set forth therein. As used in this Agreement, a "Materiality Requirement" shall mean any requirement in a representation or warranty that a condition, event or state of fact be "material," correct or true in "all material respects," have a "Material Adverse Effect," or be or not be "reasonably expected to have a Material Adverse Effect" (or other words or phrases of similar effect or impact) in order for six yearssuch condition, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration event or state of the applicable statute of limitations relating facts to the cause of action giving rise such representation or warranty to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelybe inaccurate.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Except with respect to breaches of the representations and warranties contained in Sections 5.3, 6.4, 6.6 and 6.7 and breaches of any covenant of Sellers or the Company contained in this Agreement, Sellers shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 14.1 arising out 12.1 unless the amount of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except the claim giving rise to the extent that the aggregate amount of all such Losses pursuant right to be indemnified with respect to such Section exceeds specific occurrence, event or circumstance exceeds, or the Indemnified Party in good faith reasonably believes it exceeds, $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 150,000 (the "“Basket Amount"”). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification aggregate amount for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, which Sellers may be liable under this Article XII shall be limited to Three Million Dollars ($9,400,000 3,000,000.00) except with respect to breaches of the representations and warranties contained in Sections 5.3, 6.4, 6.6 and 6.7 and breaches of any covenant of Sellers or the aggregateCompany contained in this Agreement for which the maximum aggregate amount for which Sellers may be liable under this Article XII shall be limited to the Purchase Price. (b) Buyer shall not have any obligation to provide indemnification for Losses with respect to any specific occurrence, event or circumstance giving rise to a right to be indemnified pursuant to Section 14.2 arising out 12.2 unless the amount of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except the claim giving right to the extent that the aggregate amount of all such Losses pursuant right to be indemnified with respect to such Section exceeds specific occurrence, event or circumstance exceeds, or the Indemnified Party in good faith reasonably believes it exceeds, the Basket Amount in which case Buyer shall be only liable to Seller only Sellers for the amount of such Losses in excess of that exceed the Basket Amount. The maximum aggregate amount for which Buyer may be liable under this Article XII shall be obligated limited to provide indemnification for all Losses arising out Three Million Dollars ($3,000,000.00) except with respect to breaches of the representations and warranties contained in Section 7.9 or related to the breach breaches of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The contained in this Agreement for which the maximum obligation of aggregate amount for which Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) may be liable under this Article XII shall be limited to $9,400,000 in the aggregatePurchase Price. (c) The Except for the representations and warranties of TPC and Seller on (i) the one handCompany contained in Section 5.3, (ii) Sellers contained in Article VI, and Buyer(iii) Buyer contained in Article VII, on which representations and warranties shall survive the otherClosing, the respective representations of the Company, Sellers and Buyer contained in this Agreement shall not survive the Closing until the 13th month anniversary Closing, and thereafter none of the Closing Date; providedCompany, howeverany Seller, that Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, any Seller or Buyer shall have any liability whatsoever (iwhether pursuant to this Agreement or otherwise) with respect to such representation or warranty. This Section 12.4(c) shall have no effect upon any other obligations of the representations contained in Section 4.14 parties hereto under this Agreement, whether to be performed before, at or after the Closing, which shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue survive until fulfilled or the expiration of the applicable statute time thereof in accordance with their terms. (d) Any payments made to Sellers, the Company or the Buyer pursuant to this Article XII shall constitute an adjustment of limitations the Purchase Price for Tax purposes and shall be treated as such by the Buyer and Sellers on their Tax Returns. (e) An Indemnifying Party shall not be liable under this Article XII for Losses resulting from any event relating to a breach of a representation or warranty if the cause Indemnifying Party can establish that the Indemnified Party had actual Knowledge on or before the Closing Date of action giving rise such event or if such event resulted from the gross negligence or willful misconduct of the Indemnified Party. (f) Notwithstanding anything in this Agreement to Losses and the contrary, neither Buyer nor Seller shall have any obligation to indemnify the other for any claim of Loss that is not asserted in writing to the Indemnifying Party on or before two (ii2) years following the Closing Date with the exception of the representations and warranties contained in Sections 4.2 5.3, 6.2, 6.6 and 4.3 6.7 which shall survive indefinitely.

Limits on Indemnification. (a) Notwithstanding anything to the contrary contained in this Agreement: (ai) Seller shall not have any obligation to provide indemnification for the maximum aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining (on behalf of the Sellers) by Buyer Indemnified Parties pursuant to Section 14.1 9.2(a) shall be $1,500,000 (the “Cap”); provided, that the Cap shall not be applicable in respect of any breach of a Company/Seller Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from Coeur Mining by Buyer Indemnified Parties under this Article IX exceed the sum of (x) the Closing Cash Consideration and (y) the amount that Buyer 1 and Buyer 2 have paid Coeur in accordance with the Notes; (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered from ASM Parent (on behalf of the Buyer Parties) by Seller Indemnified Parties pursuant to Section 9.3(a) shall be equal to the Cap; provided, that the Cap shall not be applicable in respect of any breach of a Buyer Parties Fundamental Representation and provided further that in no event shall the aggregate amount of indemnifiable Losses that may be recovered from ASM Parent by Seller Indemnified Parties under this Article IX exceed the Closing Cash Consideration; (iii) other than with respect to any Losses to the extent arising out of or related to breaches of representations and warranties (but not for resulting from any breach of any covenant or agreement of SellerCompany/Seller Fundamental Representation, Coeur Mining shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 9.2(a) except to the extent that unless and until the aggregate amount of all such indemnifiable Losses pursuant that may be recovered from Coeur Mining equals or exceeds an amount equal to such Section exceeds $1,000,000200,000 (the “Deductible Amount”), in which case Seller Coeur Mining shall be liable to Buyer only for such the Losses in excess of the Deductible Amount; provided, that no Losses may be claimed by any Buyer Indemnified Party or shall be reimbursable by Coeur Mining or shall be included in calculating the aggregate Losses for purposes of this clause (iii) other than Losses in excess of $1,000,000 25,000 (the "Basket “Minimum Loss Amount"). Seller shall be obligated ”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iv) other than with respect to provide indemnification for all any Losses to the extent arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for resulting from any breach of any covenant Buyer Parties Fundamental Representation, ASM Parent shall not be liable to any Seller Indemnified Party 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 ASM Parent equals or agreement of Seller) and (ii) Section 14.6exceeds an amount equal to the Deductible Amount, in which case ASM Parent shall be limited liable only for the Losses in excess of the Deductible Amount; provided, that no Losses may be claimed by any Seller Indemnified Party or shall be reimbursable by ASM Parent or shall be included in calculating the aggregate Losses for purposes of this clause (iv) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (v) Neither Coeur Mining nor ASM Parent shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or opportunity relating to $9,400,000 the breach or alleged breach of this Agreement and, in particular, no “multiple of profits” or “multiple of cash flow” or other valuation methodology will be used in calculating the aggregateamount of any Losses; regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and (vi) no party shall have a right to make a claim for any Loss for contingent or inchoate claims and may claim only for a Loss that has, in fact, been paid or incurred. (b) Buyer shall Each Indemnified Party will seek full recovery of all amounts under any insurance, indemnity, reimbursement arrangement, contract or other methods of recovery available to such Indemnified Party or its Affiliates in connection with the facts giving rise to any Losses (each, an “Alternative Recovery”) to the same extent as such Indemnified Party would if such Loss were not have any obligation subject to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except hereunder. Each party 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. Without limitation to the foregoing provisions of this Section 9.5(b), no Buyer Indemnified Party shall have any right to assert any claims under this Article IX with respect to any Losses that would have been covered by any Alternative Recovery had such Buyer Indemnified Party maintained for the benefit of the Acquired Companies (or caused the Acquired Companies to maintain) the same insurance coverage or other rights following the Closing that was in effect for Acquired Companies immediately prior to the Closing. In the event that the aggregate Indemnified Party receives recovery of any amount of all such Losses pursuant to such Section exceeds an Alternative Recovery for which it has already been indemnified by the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related Indemnifying Party hereunder, the Indemnified Party will promptly refund an equal amount to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregateIndemnifying Party. (c) The representations and warranties of TPC and Seller on parties shall cooperate with each other with respect to resolving any claim, liability or Loss for which indemnification may be required hereunder, including by making, or causing the one handapplicable Indemnified Party to make, and Buyerall reasonable efforts to mitigate any such claim, on liability or Loss. In the otherevent that a party shall fail to make such reasonable efforts, then notwithstanding anything else to the contrary contained in this Agreement herein, the other party shall survive not be required to indemnify any Person for any claim, liability or Loss that could reasonably be expected to have been avoided if such efforts had been made. Without limiting the Closing until the 13th month anniversary generality of the Closing Date; providedforegoing, howeverthe parties shall, that (i) the representations contained in Section 4.14 or shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of cause the applicable statute of limitations relating Indemnified Party to, use reasonable efforts to seek full recovery under all insurance policies covering any Loss to the cause of action giving rise same extent as they would if such Loss were not subject to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelyindemnification hereunder.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) The Seller Parties shall not have any obligation to provide indemnification for indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses pursuant to arising under Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller5.2(a)(i) except to the extent that the until Buyer Indemnitees first have suffered aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Indemnifiable Losses in excess of $1,000,000 25,000 (the "Basket Amount"“Seller Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Seller Indemnification Basket). Amounts finally paid to Buyer pursuant to the Post-Closing Adjustment will not count toward calculation of the Seller Indemnification Basket. The limitations of this Section 5.3(a) shall be obligated not apply to provide indemnification for all any Losses arising out of of, in connection with or related to the resulting from a breach of a Fundamental Representation by any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregateParty. (b) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Escrow Amount, if applicable, and then directly against any of the Seller Parties. After the Escrow Amount is exhausted or any non-exhausted portion thereof is paid to the Seller Parties, Buyer shall have the right to set off against the Earn-Out Amount and shall also have direct recourse against each of the Seller Parties, jointly and severally, with respect to claims for indemnification or claims related to the Post-Closing Adjustment. (c) Buyer shall not have any obligation to provide indemnification for indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses pursuant to arising under Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer5.2(b)(i) except to the extent that the until Seller Indemnitees have first suffered aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Indemnifiable Losses in excess of Basket Amount. $25,000 (the “Buyer Indemnification Basket”) (at which point, subject to the limitations set forth in this Article V, Buyer shall be obligated to provide indemnification indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Buyer Indemnification Basket). Notwithstanding the foregoing, the provisions respecting the Buyer Indemnification Basket shall not apply to or excuse or otherwise diminish Buyer’s obligations to pay any portion of the Total Purchase Price due to Seller under this Agreement. The limitations of this Section 5.3(c) shall not apply to any Losses arising out of, in connection with or resulting from a breach of or related a Fundamental Representation by Buyer. (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of any covenant a representation or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of warranty, other than the representations and warranties (but contained in Section 3.1 or Section 3.2, shall not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in exceed the aggregateTotal Purchase Price. (ce) The representations and warranties An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of TPC and Seller on any matter subject to indemnification hereunder at the one handIndemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, and Buyer, on the other, contained nothing in this Agreement shall survive the Closing until the 13th month anniversary limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the Closing Date; provided, however, that representations or warranties contained herein or willful misconduct on the part of any other Party hereto. (ig) the representations contained in Section 4.14 The Parties shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating treat any payments made pursuant to this Article V as an adjustment to the cause Total Purchase Price for Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Total Purchase Price for Tax purposes. (h) The amount payable by the Indemnifying Party to the Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of action giving rise such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to Losses and such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five (ii45) Business Days after receipt of such insurance proceeds, reimburse the representations contained Indemnifying Party in Sections 4.2 and 4.3 shall survive indefinitelyan amount equal to such insurance proceeds (but in no event an amount greater than the related Loss theretofore paid to the Indemnified Party by the Indemnifying Party).

Limits on Indemnification. Notwithstanding any provision in this Agreement to the contrary, any claims an Indemnified Party makes under this Article VI will be limited as follows: (a) With respect to claims and liability of the 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 of the Company Fundamental Representations, such claims for indemnification shall be satisfied solely from, and shall be limited to, the Indemnity Shares. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any Company Fundamental Representations, the aggregate liability of the Company Stockholders shall be limited to the dollar amount equal to the number of Merger Shares multiplied by the Parent Share Price. The parties acknowledge and 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 Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the dollar amount equal to the number of Indemnity Shares multiplied by the Parent Share Price. (ii) With respect to Losses arising out of or resulting from fraud, willful misconduct, intentional misrepresentation or breaches of any of the Parent Fundamental Representations, the aggregate liability of Parent shall not exceed the aggregate dollar amount of the number of Merger Shares multiplied by the Parent Share Price. (c) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller herein, the Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to under Section 14.1 arising out of 6.02(a) through Section 6.02(h) (except for claims based on fraud, willful misconduct or related to intentional misrepresentation, and except for claims for breaches of representations any Company Fundamental Representation) unless and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that until the aggregate amount of indemnifiable Losses underlying such claims equals or exceeds a dollar amount equal to USD$643,299 (the “Deductible”), and then the Parent 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(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 misrepresentation, and except for claims for breaches of any Parent Fundamental Representation) unless and until the aggregate amount of indemnifiable Losses underlying such Section claims equals or exceeds $1,000,000the Deductible, in which case Seller and then the Company Indemnified Parties shall be liable entitled to Buyer only indemnification for the amount of all such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related Deductible subject to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification limitation provided for all Losses pursuant to (i) in Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate6.04(b). (bd) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out For purposes of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to this Article VI, the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC the Company and Seller on the one handCompany Stockholders shall not be deemed qualified by any references to any materiality, and Buyer, on the other, Company Material Adverse Effect or other similar qualification contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the or otherwise applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelysuch representation or warranty.

Limits on Indemnification. (a) No Indemnitee shall be entitled to seek indemnification under this Article XI for any individual event or circumstance unless and until the amount of Losses resulting from such event or circumstance exceeds $10,000.00 (the “De Minimis Amount”), in which case all such amount shall be deemed a Loss hereunder. (b) Sellers shall not have any indemnification obligations under Section 11.2(a) unless and until the claims asserted against any or all Sellers exceed $150,000.00 in the aggregate (the “Basket Amount”), in which case the applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess of the Basket Amount. Buyer shall not have any indemnification obligations under Section 11.3(a) unless and until the claims asserted against Buyer exceed the Basket Amount, in which case the applicable Indemnitee shall be entitled to seek indemnification for all Losses in excess of the Basket Amount. (c) The maximum amount of indemnifiable Losses which may be recovered from Sellers arising out of or resulting from the causes set forth in any provision of this Agreement, shall be limited to the sum of $2,000,000.00 (the “Cap”). The maximum amount of indemnifiable Losses which may be recovered from Buyer arising out of or resulting from the causes set forth in any provision of this Agreement, shall be limited to the Cap. (d) Notwithstanding (a), (b) and (c) above, none of the De Minimis Amount, the Basket Amount nor the Cap shall apply with respect to any Losses resulting from breaches of any of the Fundamental Representations; provided, however, that Sellers shall not be liable for indemnification obligations in excess of the Purchase Price with respect to any Losses arising of or resulting from any breach of any representation, warranty, covenant or agreement of Sellers contained in this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement:: (i) no Party shall be liable for any indirect, special, incidental, exemplary, punitive or consequential Losses or for any lost profits of any other Party; (ii) no Indemnitor shall be required to defend any Indemnitee in any investigation, action or other Proceeding instituted against such Indemnity unless such Proceeding arises from claims from a Governmental Authority or any other third party which is not an Affiliate of the Indemnitee; and (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. (af) Seller No Party shall not have any obligation liability under any provision of this Agreement for any increased Losses caused by or resulting from the gross negligence or willful misconduct of the other Party. Each Party shall take and shall cause to provide indemnification for be taken all steps reasonably necessary to mitigate all such Losses promptly after becoming aware of any event that could reasonably be expected to give rise to such Losses. (g) The computation of the Losses pursuant to Section 14.1 arising out of this Article XI shall be made after deducting therefrom any indemnity, contribution or related to breaches of representations and warranties (but not for other similar payment recovered by the indemnified Party from any breach third party with respect thereto, less any cost actually incurred by the indemnified Party in the collection of any covenant such proceeds, indemnity, contribution or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregateother similar payment. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitely.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to arising under Section 14.1 arising out of or related to breaches of representations 9.1(a), unless and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that until the aggregate amount of such Losses exceed $40,000, and then Parent Indemnified Parties shall be entitled to indemnification for all such Losses pursuant to such Section exceeds $1,000,000Losses, in which case Seller shall be liable to Buyer only for such Losses not just the amount in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate40,000. (b) Buyer The Stockholder Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to arising under Section 14.2 arising out of or related to breaches of representations 9.1(b)(i), unless and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that until the aggregate amount of such Losses exceed $40,000, and then Stockholder Indemnified Parties shall be entitled to indemnification for all such Losses pursuant to such Section exceeds Losses, not just the Basket Amount in which case Buyer shall be liable to Seller only for such Losses amount in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate40,000. (c) The representations Except for Losses based on fraud or willful misconduct (with respect to which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, representing Escrow Shares in accordance with and warranties of TPC and Seller on subject to the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary provisions of the Closing Date; provided, however, that Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the representations contained in Section 4.14 shall last for six yearsaggregate dollar amount of such Losses, by (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating Parent Average Price, rounded to the cause of action giving rise nearest share. Escrow Shares shall be forfeited by the Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to the provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) Except for Losses and based on fraud or willful misconduct, Parent's indemnification obligations hereunder shall be limited, in the aggregate, to an amount equal to (i) the Parent Shares multiplied by (ii) the Parent Average Price. (e) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the form of the forfeiture of Escrow Shares pursuant to this Section shall be the sole and exclusive remedy of the Parent Indemnified Parties for any breach of the representations or warranties of the Company contained in Sections 4.2 this Agreement (f) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification pursuant to this Article shall be the sole and 4.3 shall survive indefinitelyexclusive remedy of the Stockholder Indemnified Parties for any breach of the representations or warranties of Parent contained in this Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller With respect to breaches or inaccuracies of representations and warranties of the Shareholders other than breaches or inaccuracies of the Shareholders’ Fundamental Representations, the Shareholders shall not have any obligation to provide indemnification for indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses pursuant arising under Section 6.2(a)(i) to Section 14.1 arising out of or related the extent such Buyer Indemnifiable Losses exceed, in the aggregate, $4,000,000. With respect to breaches or inaccuracies of the representations and warranties of the Shareholders set forth in Section 2.15(a) and (but b) (Intellectual Property) and Section 2.22 (Environmental Matters) or indemnification arising under Section 6.2(a)(iii), the Shareholders shall not for have any breach of obligation to indemnify Buyer Indemnitees with respect to any covenant Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or agreement of SellerSection 6.2(a)(iii) except to the extent that the aggregate amount of all such Buyer Indemnifiable Losses pursuant to such Section exceeds $1,000,000exceed, in which case Seller the aggregate, $10,000,000. With respect to indemnification arising under Section 6.2(a)(ii) and Section 6.2(a)(iv) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the representations and warranties of the Shareholders set forth in Section 2.1 (Organization; Ownership of Shares; Capitalization; and Power), Section 2.2 (Authorization), Section 2.7(a) (Assets) and Section 2.21 (Taxes), the Shareholders shall be liable to indemnify the Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification Indemnitees for all Buyer Indemnifiable Losses without regard to any cap or similar limitation. With respect to indemnification arising out of or related under Section 6.2(a)(v), the Shareholders shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses unless and to the breach of extent such Buyer Indemnifiable Losses exceed any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to amounts that are (i) Section 14.1 arising out of or related to breaches of representations covered by the insurance policies maintained by the Company and warranties (but not for any breach of any covenant or agreement of Seller) its Subsidiaries and (ii) Section 14.6, shall be limited to $9,400,000 in actually received by the aggregateCompany. (b) With respect to breaches or inaccuracies of representations and warranties of the Buyer other than breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall not have any obligation to provide indemnification for indemnify Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses pursuant to arising under Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer6.2(b)(i) except to the extent that the aggregate amount of all such Shareholder Indemnifiable Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyerexceed, or TPC if applicable) shall be limited to $9,400,000 in the aggregate, $4,000,000. With respect to indemnification arising under Section 6.2(b)(ii) and indemnification arising under Section 6.2(a)(i) for breaches or inaccuracies of the Buyer’s Fundamental Representations, the Buyer shall indemnify the Shareholder Indemnitees for all Shareholder Indemnifiable Losses without regard to any cap or similar limitation. (c) The representations and warranties Shareholders shall not have any obligation to indemnify the Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) (other than with respect to Buyer Indemnifiable Losses arising from breaches or inaccuracies of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing Shareholders’ Fundamental Representations) until the 13th month anniversary aggregate amount of all Buyer Indemnifiable Losses exceeds $250,000 (the “Threshold”), at which point the Buyer Indemnitees shall be entitled to indemnification for all such Losses under Section 6.2(a)(i) (including such first $250,000 thereof). The Buyer shall not have any obligation to indemnify the Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses arising under Section 6.2(b)(i) (other than with respect to Shareholder Indemnifiable Losses arising from breaches or inaccuracies of the Buyer’s Fundamental Representations) until the aggregate amount of all Shareholder Indemnifiable Losses exceeds the Threshold, at which point the Shareholder Indemnitees shall be entitled to indemnification for all such Losses under Section 6.2(b)(i) (including such first $250,000 thereof). For purposes of clarification, the Threshold shall not apply to indemnification obligations arising under Sections 6.2(a)(ii), 6.2(a)(iii), 6.2(a)(iv) and 6.2(b)(ii). (d) Any claim by a Buyer Indemnitee for indemnification pursuant to Section 6.2(a)(iii) shall be required to be made by delivering notice to Shareholders’ Representative no later than the date that is 21 months following the Closing Date; provided. (e) Subject to Section 6.3(f), howeverany claims for Buyer Indemnifiable Losses shall first be made against the Escrow Account and then, that (i) following the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration exhaustion of the applicable statute of limitations relating Escrow Account, the Shareholders, severally (and not jointly), in proportion to their Shareholder Percentage. Notwithstanding anything herein to the cause contrary, claims by a Buyer Indemnitee for Buyer Indemnifiable Losses against the Escrow Account shall not be allocated amongst the Shareholders on a several basis. (f) The Buyer or its Affiliates shall have the right and remedy to require the Shareholders, severally (and not jointly), in proportion to their Shareholder Percentage, to account for and pay over the amount required to satisfy a claim for Buyer Indemnifiable Losses under Section 6.2(a)(iv) without first having to be made against the Escrow Account. (g) An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of action giving rise any matter subject to Losses and indemnification hereunder at the Indemnifying Party’s expense. (iih) The Parties shall treat any payments made pursuant to this Article VI as an adjustment to the representations contained in Sections 4.2 and 4.3 shall survive indefinitelyPurchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes.

Limits on Indemnification. Notwithstanding anything 9.5.1 The total liability of any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) for Damages with respect to which they shall have an indemnification obligation under Section 9.2 shall be satisfied out of and limited to the contrary contained Indemnification Escrow Amount; provided, however, notwithstanding anything in this Agreement: Agreement to the contrary, with respect to (a) Seller Damages for which any Company Stockholder (including, for the avoidance of doubt, the Principal Stockholders) has an indemnification obligation arising out of (i) a breach of a representation set forth in Section 3.1.1(c) or (ii) Section 6.19 (the "Stockholder Claim Damages"), and (b) Damages arising from fraud, deliberate or willful breach of this Agreement, or the breach of any representations and warranties arising from reckless or intentional misstatements or omissions, or the gross negligence of the Company or the Principal Stockholders, subject to Section 9.5.2, the total liability of the Principal Stockholders for Damages shall not be limited to the Indemnification Escrow Amount. 9.5.2 Any amounts payable from the Indemnification Escrow Amount shall be deemed to be joint and several liabilities of the Company Stockholders. Any amounts payable in excess of the Indemnification Escrow Amount pursuant to Section 9.5.1 shall be several and not joint liabilities of the Principal Stockholders. In no event shall any liability for indemnification for any Company Stockholder exceed the pro rata portion of the Merger Consideration payable to such Person hereunder. Notwithstanding anything in this Agreement to the contrary, no Company Stockholder shall have any obligation to provide indemnification for Losses indemnify Parent and the Surviving Corporation pursuant to the provisions of Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to 9.2 (i) Section 14.1 arising out with respect to any claim or series of related claims unless and until the aggregate of all Damages suffered or incurred in connection with such claim or series of related claims exceeds Fifty Thousand Dollars ($50,000) (it being understood that, subject to breaches of representations and warranties subsection (but not for any breach of any covenant or agreement of Sellerii) below, all such Damages, including the first Dollar thereof shall be subject to indemnification if such threshold is exceeded) and (ii) unless and until the aggregate of all Damages suffered or incurred by Parent which would otherwise be subject to indemnification hereunder exceeds One Million Dollars ($1,000,000) (it being understood that in the event such threshold is exceeded, only such Damages in excess of Five Hundred Thousand Dollars ($500,000) shall be subject to indemnification); provided, that the foregoing limitations shall not apply with respect to (y) claims brought pursuant to the provisions of Section 14.69.2(c) and (z) to claims regarding Stockholder Claim Damages. For the avoidance of doubt, adjustments to the Merger Consideration under Section 3.2.4 shall not constitute Damages for purposes of this Article IX and shall not be limited by the monetary baskets set forth herein. 9.5.3 Solely for the purposes of determining Damages pursuant to this Article IX (and not a Party's right to indemnification hereunder), any requirement in a representation or warranty that an event or fact be material or result in a Material Adverse Effect, which is a condition to such event or fact constituting an inaccuracy or breach of such representation or warranty, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have disregarded for purposes of determining Damages and any obligation to provide indemnification for Losses pursuant to Section 14.2 and all Damages arising out of the inaccuracy or related breach of such representation or warranty shall be taken into account for purposes of determining the rights of the Parties to indemnification pursuant to this Article IX, but if Damages arise from breaches of representations and warranties (but not for any breach of any covenant more than one representation or agreement of Buyer) except to warranty, only the extent that the aggregate highest amount of Damages from all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer breaches shall be liable to Seller only for such Losses included in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregatedetermining Damages. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, 9.5.4 Notwithstanding anything contained in this Agreement to the contrary, Parent and the Surviving Corporation shall survive not be entitled to any indemnification pursuant to the Closing until the 13th month anniversary provisions of the Closing Date; provided, however, that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations this Article IX relating to the cause any facts or circumstances with respect to which Parent was in breach under Section 5.10 of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelythis Agreement.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this AgreementArticle VI or elsewhere in this Agreement to the contrary: (a) Seller Sellers shall not have any obligation to provide indemnification for indemnify Buyer with respect to any Claim unless and until Buyer shall have incurred Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the in an aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 50,000 (the "Basket Stipulated Amount"). Seller ) in which event Buyer shall be obligated entitled to provide indemnification be indemnified for all of its Losses arising out of or related commencing at $1; provided that the foregoing limitation shall not apply to the breach obligations of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Sellers under Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate4.10. (b) Buyer shall not have any no obligation to provide indemnification for indemnify Sellers with respect to any Claim unless and until the Sellers shall have incurred Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the in an aggregate amount in excess of all such Losses pursuant to such Section exceeds the Basket Stipulated Amount in which case Buyer event Sellers shall be liable entitled to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification indemnified for all of their Losses arising out of or related commencing at $1; provided that the foregoing limitation shall not apply to the breach of any covenant or agreement obligations of Buyer under Sections 1.3, 4.10, the Downpayment Note, the Absolute Note, the Contingent Note or in connection with any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant pay or indemnify any Seller with respect to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregateGuarantor Debt. (c) The representations and warranties liability hereunder of TPC and any Seller on shall at no time exceed the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary portion of the Closing Date; providedPurchase Price then remaining payable to such Seller. (d) The liability hereunder of Buyer shall at no time exceed the Purchase Price, however, that except (i) the representations contained with respect to any Buyer's Conduct Claim, in Section 4.14 which case there shall last for six yearsbe no limit on Buyer's obligation to indemnify Sellers, or (ii) with respect to Buyer's or the representations contained Company's failure to pay the Guarantor Debt as and when due, in Section 4.17 and Section 4.18 shall continue until which case the expiration amount of the applicable statute of limitations relating Guaranty Indemnity Cap is the sole limit on Buyer's obligation to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelyindemnify Sellers.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Sellers shall not have only be liable to a Purchaser Indemnified Party in respect of any obligation to provide indemnification for Losses Damages pursuant to clause (i) of Section 14.1 arising out 8.2 of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that this Agreement only when the aggregate amount of all such Losses pursuant Damages to such Section exceeds which all Purchaser Indemnified Parties are entitled to indemnification from the Sellers hereunder exceed Four Hundred Thousand U.S. Dollars ($1,000,000400,000) (the “Basket”) and, in which case Seller such event, the Sellers shall be liable required to Buyer only for pay the entire amount of all such Losses Damages; provided, however, that the obligation of the Sellers to indemnify any Purchaser Indemnified Party in excess respect of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the any Damages resulting from a breach of any covenant or agreement of SellerSpecified Representation shall not be subject to the Basket. The maximum obligation aggregate liability of Seller the Sellers for Damages to provide which all Purchaser Indemnified Parties are entitled to indemnification for all Losses from the Sellers pursuant to clause (i) of Section 14.1 arising out 8.2 of or related to breaches this Agreement (i) in respect of Damages resulting from a breach of any representations and warranties that are not Specified Representations will be limited to Twenty Million U.S. Dollars (but not for any breach of any covenant or agreement of Seller$20,000,000) (the “Ceiling”) and (ii) Section 14.6, shall in respect of Damages resulting from a breach of any Specified Representations will be limited to $9,400,000 in the aggregatePurchase Price, as adjusted pursuant to Sections 2.4 and 2.5. (b) Buyer Parent and Purchaser shall not have only be liable to a Seller Indemnified Party in respect of any obligation to provide indemnification for Losses Damages pursuant to clause (i) of Section 14.2 arising out 8.3 of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that this Agreement only when the aggregate amount of all such Losses pursuant Damages to such Section exceeds which all Seller Indemnified Parties are entitled to indemnification from Parent or Purchaser hereunder exceed the Basket Amount and, in which case Buyer such event, Parent and Purchaser shall be liable required to Seller only for pay the entire amount of all such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing DateDamages; provided, however, that the obligation of Parent to indemnify any Seller Indemnified Party in respect of any Damages resulting from a breach of any Specified Representation shall not be subject to the Basket. The aggregate liability of Parent and Purchaser for Damages to which all Seller Indemnified Parties are entitled to indemnification from Parent and Purchaser pursuant to clause (i) the of Section 8.3 of this Agreement (i) in respect of Damages resulting from a breach of any representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating warranties that are not Specified Representations will be limited to the cause of action giving rise to Losses Ceiling and (ii) in respect of Damages resulting from a breach of any Specified Representations will be limited to the Purchase Price, as adjusted pursuant to Sections 2.4 and 2.5 (c) Notwithstanding anything to the contrary in this Section 8.4, the rights of the Purchaser Indemnified Parties and the Seller Indemnified Parties to seek indemnification hereunder for any Damages due to, resulting from or arising out of any Third-Party Claims, fraud, intentional misconduct or intentional misrepresentation by an Indemnifying Party shall not be subject to the respective Basket and Ceiling. (d) The Purchaser Indemnified Parties’ right to indemnity shall in no way be limited by (i) any inspection, survey, audit and access to the Company’s books and records which Purchaser or Parent may directly or through its representatives have conducted prior to the Closing Date; or (ii) knowledge that Purchaser or Parent may have as of the Closing Date of the existence of facts, events, omissions or documents which may be in breach of the Sellers’ representations and warranties or in any event give rise to a Sellers’ indemnification commitment. The Seller Indemnified Parties’ right to indemnity shall in no way be limited by any knowledge that any of the Sellers may have as of the Closing Date of the existence of facts, events, omissions or documents which may be in breach of the Purchaser’s or Parent’s representations and warranties representatives or in any event give rise to a Purchaser’s or Parent’s indemnification commitment. (e) In no event shall an Indemnifying Party be liable more than once for the same matter under different representations or warranties contained in Sections 4.2 this Agreement. The amount of any Damages for which indemnification is provided under this Article VIII shall be (i) net of any insurance amounts actually recovered; provided that, no Indemnified Party shall have any obligation to seek or pursue any insurance recoveries (and 4.3 shall survive indefinitelymay terminate, delay or abandon its seeking or pursuit of any such insurance at any time in its sole discretion), and (ii) either reduced by the amount of the net Tax benefit actually realized by the Indemnified Party by reason of such Damages or increased by the amount of any tax detriment actually realized by the Indemnified Party by reason of such Damages. (f) The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements (except to the extent, if any, otherwise expressly provided in such waiver).

Limits on Indemnification. (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 of its Affiliates, with respect to which, in each case, Losses in connection therewith shall be recoverable from the 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 representation, warranty or covenant by Seller for purposes of indemnification under this ARTICLE VII (and not for determining whether or not any breaches of 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 contrary contained in this Agreement: (a) Seller shall not have any obligation to provide , Seller’s aggregate Liability for indemnification for Losses pursuant to subsection Section 14.1 arising out of or related to breaches of representations and warranties (but 7.2(a)(i) will not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds exceed $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 15,500,000 (the "Basket Amount"“Cap”). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; 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 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 contrary in this Agreement, in no event will any Indemnified Party be entitled to recover under Section 7.2 after the applicable Expiration Date set forth in Section 7.1 unless a Claim Notice was delivered prior to such time. (d) Any Losses hereunder will be determined without duplication of recovery that would result from the set of facts giving rise to such Losses constituting a breach or other violation of more than one representation, warranty or covenant hereunder. (e) There will be no obligation to indemnify under Section 7.2 to the extent the Loss relates to any breach of representation, warranty or covenant expressly waived in writing by the Indemnified Party. (f) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES, AND THE RECOVERY BY AN INDEMNIFIED PARTY OF ANY LOSSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL, EXCEPT IN THE CASE OF ACTUAL FRAUD, GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT, BE LIMITED TO DIRECT DAMAGES ARISING FROM SUCH BREACH OR NONFULFILLMENT AND REASONABLY FORESEEABLE BY THE PARTIES AS OF THE DATE OF THIS AGREEMENT, BUT NOT DAMAGES INDIRECTLY ARISING FROM SUCH BREACH OR NONFULFILLMENT, AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY INDEMNIFIED PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, SPECULATIVE, REMOTE, EXEMPLARY OR PUNITIVE DAMAGES SUFFERED OR INCURRED BY SUCH INDEMNIFIED PARTY. For purposes of the foregoing, Losses may include indirect, speculative, remote, exemplary or punitive damages to the extent (i) the representations contained injuries or losses resulting in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating to the cause of action or giving rise to Losses such damages are incurred or suffered by a third party who is not an Affiliate of a Party, and (ii) such damages are recovered against an Indemnified Party by a Person that is a third party who is not an Affiliate of a Party. This Section 7.3(f) shall operate only to limit a Party’s liability and shall not operate to increase or expand any contractual obligation of a Party. (g) No Indemnified Party will be entitled to indemnification under this ARTICLE VII with respect to any Third Party Claim unless and until the representations contained final amount of recoverable Losses (if any) are determined by a final, non-appealable judgment or award, or settlement entered into in Sections 4.2 accordance with this ARTICLE VII, in each case that is binding on such Indemnified Party and 4.3 shall survive indefinitelythe Indemnifying Party.

Limits on Indemnification. (a) The Seller Parties shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 5.2(a)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $150,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article V, the Seller Parties shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Seller Fundamental Representation nor claims asserted under Section 5.2(a)(ii)-(a)(viii) for Buyer Indemnifiable Losses shall be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this Agreement: (aherein, the aggregate liability of the Seller Parties for Buyer Indemnifiable Losses arising under Section 5.2(a)(i) from a breach of a representation or warranty that is not a Seller Fundamental Representation shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to exceed the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000Indemnification Escrow Amount. Otherwise, in which case Seller there shall be liable to no cap on the Seller Parties’ indemnification obligation for Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregateIndemnifiable Losses. (bc) Buyer shall not have any obligation to provide indemnification for indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses pursuant to arising under Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer5.2(b)(i) except to the extent that the until Seller Indemnitees shall first have suffered aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Indemnifiable Losses in excess of the Basket Amount. (at which point, subject to the limitations set forth in this Article V, Buyer shall be obligated to provide indemnification indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Basket). Notwithstanding the foregoing, neither claims asserted under Section 5.2(b)(i) for Seller Indemnifiable Losses arising out from a breach of or related a Buyer Fundamental Representation nor claims asserted under Section 5.2(b)(ii)-(b)(iv) for Seller Indemnifiable Losses shall be subject to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregateBasket. (cd) The representations and warranties Notwithstanding anything to the contrary contained herein, the aggregate Liability of TPC and Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty that is not a Buyer Fundamental Representation shall not exceed the Indemnification Escrow Amount. Otherwise, there shall be no cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses. (e) An Indemnified Party shall, at the one handIndemnifying Party’s reasonable request, and Buyercooperate in the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, on the other, contained nothing in this Agreement shall survive the Closing until the 13th month anniversary limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the Closing Date; providedrepresentations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article V as an adjustment to the Purchase Price for federal Tax purposes, howeverunless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Buyer Indemnifiable Losses arising from Section 5.2 shall first be made against the Indemnification Escrow Amount and then, that following the release or exhaustion of the Indemnification Escrow Amount, directly against the Seller Parties. (i) The amount payable by the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating Indemnifying Party to the cause Indemnified Party under this Article V as a result of, or in connection with, any Losses shall be reduced by any insurance proceeds (other than proceeds from self-insurance or fronted insurance programs) realized and actually received by the Indemnified Party in respect of action giving rise such Losses, net of any premiums with respect to, and reasonable costs of realizing, such insurance proceeds and any resulting increase in applicable future insurance premiums specifically attributable to Losses and (ii) such Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies for any such Losses. If such insurance proceeds are actually received by an Indemnified Party after the representations contained in Sections 4.2 and 4.3 shall survive indefinitely.date on which the Indemnifying Party pays such indemnification claim to the Indemnified Party, the Indemnified Party shall, no later than forty five

Limits on Indemnification. Notwithstanding anything 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 contrary contained in this Agreement: party against whom it is made no later than sixty (a60) days after expiration of said period. The Purchaser agrees to give to the Seller reasonable notice of any claim for which any of them would be liable for indemnification hereunder. Notwithstanding the foregoing, the Seller shall not have any obligation to provide indemnification be liable for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except with respect to the extent that first Five Thousand Dollars ($5,000) of the aggregate amount of all such Losses damages and liabilities (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 to such Section exceeds $1,000,000hereto (hereinafter the “Basket”); provided, however, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that event the aggregate amount of all such Losses pursuant to such Section exceeds damages and liabilities exceed the Basket Amount in which case Buyer Basket, the Seller shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or such damages and liabilities (including related to costs and expenses) from the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in first dollar notwithstanding the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing DateBasket; provided, howeverfurther, that the Basket shall not apply to (i) any claim of Purchaser relating to any intentional misrepresentation by or on behalf of any Seller or the representations contained in Section 4.14 shall last for six yearsCompany, (ii) any claim relating to any liability of Purchaser for any liability to be retained or paid by the representations Seller pursuant to the terms of this Agreement or any Schedule or Exhibit hereto, (iii) a breach of any obligation or covenant of Seller hereunder or any Schedule or Exhibit hereto or under any certificate or other document or agreement executed by it in connection herewith or the Closing hereunder, or (iv) any inaccuracy or incorrectness in any representation or warranty contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitely3.02, 3.03, or 3.30 hereof.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Parent Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations under SECTION 9.1(A)(I), unless and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that until the aggregate amount of such Losses exceed $20,000, and then Parent Indemnified Parties shall be entitled to indemnification for all such Losses pursuant to such Section exceeds $1,000,000Losses, in which case Seller shall be liable to Buyer only for such Losses not just the amount in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate20,000. (b) Buyer The Stockholder Indemnified Parties shall not have any obligation be entitled to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations under SECTION 9.1(B)(I), unless and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that until the aggregate amount of such Losses exceed $20,000, and then Stockholder Indemnified Parties shall be entitled to indemnification for all such Losses pursuant to such Section exceeds Losses, not just the Basket Amount in which case Buyer shall be liable to Seller only for such Losses amount in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate20,000. (c) The representations Except for Losses based on fraud or willful misconduct or Losses arising under SECTIONS 9.1(a)(ii) OR 9.1(a)(iii) (with respect to which there will be no limitation), all indemnification claims by the Parent Indemnified Parties hereunder shall be satisfied solely by delivery to Parent of certificates duly endorsed for transfer, representing Escrow Shares in accordance with and warranties of TPC and Seller on subject to the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary provisions of the Closing Date; provided, however, that Escrow Agreement. The number of Escrow Shares to be forfeited to Parent in payment of any Losses shall be determined by dividing (i) the representations contained in Section 4.14 shall last for six yearsaggregate dollar amount of such Losses, by (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating Parent Average Price, rounded to the cause of action giving rise nearest share. Escrow Shares shall be forfeited by the Stockholders on a pro rata basis. Any Escrow Shares forfeited pursuant to the provisions hereof shall be treated as an adjustment to the Merger Consideration. (d) Except for Losses and based on fraud or willful misconduct or Losses arising under SECTION 9.1(b)(ii), Parent's indemnification obligations hereunder shall be limited, in the aggregate, to an amount equal to (i) the Parent Shares multiplied by (ii) the Parent Average Price. (e) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification in the form of the forfeiture of Escrow Shares pursuant to this Section shall be the sole and exclusive remedy of the Parent Indemnified Parties for any breach of the representations or warranties of the Company or Stockholders contained in Sections 4.2 this Agreement. (f) Notwithstanding any other provision of this Agreement, except for Losses based on fraud or willful misconduct, indemnification pursuant to this Article shall be the sole and 4.3 shall survive indefinitelyexclusive remedy of the Stockholder Indemnified Parties for any breach of the representations or warranties of Parent contained in this Agreement.

Limits on Indemnification. (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 of its Affiliates, with respect to which, in each case, Losses in connection therewith shall be recoverable from the 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 representation, warranty or covenant by Seller for purposes of indemnification under this ARTICLE VII (and not for determining whether or not any breaches of 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 contrary contained in this Agreement: (a) Seller shall not have any obligation to provide , Seller’s aggregate Liability for indemnification for Losses pursuant to subsection Section 14.1 arising out of or related to breaches of representations and warranties (but 7.2(a)(i) will not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds exceed $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 15,500,000 (the "Basket Amount"“Cap”). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; 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 otherwise pursuant to Section 7.2(a)(i) in the representations contained in Section 4.14 shall last for six yearsaggregate 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 representations contained contrary in this Agreement, in no event will any Indemnified Party be entitled to recover under Section 7.2 after the applicable Expiration Date set forth in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating 7.1 unless a Claim Notice was delivered prior to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelysuch time.

Limits on Indemnification. (a) The right to indemnification, payment of Losses or other amounts pursuant to this Agreement or other remedy based upon any representation, warranty, covenant, obligation or other provision contained in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being required) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, obligation or other provision or the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, obligation or other provision, and will not affect the right to indemnification or the right to receive any other payments based on such representations, warranties, covenants, obligations and other provisions. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) : Seller shall not have be liable to any obligation to provide Buyer Indemnified Party for any claim for indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations 8.2(a) unless and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that until the aggregate amount of all such indemnifiable Losses pursuant to such Section that may be recovered from Seller equals or exceeds $1,000,00020,000 (the “Indemnification Basket”), in which case Seller shall only be liable obligated to indemnify such Buyer only Indemnified Party for the amount of such Losses in excess of the Indemnification Basket; and the maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be an amount equal to $1,000,000 720,000 (the "Basket Amount"“Cap”). Seller shall be obligated to provide indemnification for all Losses arising out of or related to ; provided, that the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to limitations in (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) shall not apply to any inaccuracy in or breach of (x) any Fundamental Representation of Seller, or (y) any representation and warranty that was made by Seller fraudulently. Seller shall not be liable to any Buyer Indemnified Parties for indemnification under Section 14.68.2(a) in an aggregate amount greater than the Purchase Price (the “Fundamental Cap”); provided, that the limitation in this sentence shall be limited not apply to $9,400,000 any inaccuracy in the aggregateor breach of any representation and warranty that was made by Seller fraudulently. (bc) Notwithstanding anything to the contrary contained in this Agreement: (i) Buyer shall not have be liable to any obligation to provide Seller Indemnified Party for any claim for indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations 8.3(a) unless and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that until the aggregate amount of all such indemnifiable Losses pursuant to such Section that may be recovered from Buyer equals or exceeds the Basket Amount Indemnification Basket, in which case Buyer shall only be liable obligated to indemnify such Seller only Indemnified Party for the amount of such Losses in excess of Basket Amount. Buyer shall the Indemnification Basket; and (ii) the maximum aggregate amount of indemnifiable Losses which may be obligated to provide indemnification for all Losses arising out of or related to recovered by the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses Seller Indemnified Parties pursuant to Section 14.2 arising out of 8.3(a) shall be an amount equal to the Cap; provided, that the limitations in (i) and (ii) shall not apply to any inaccuracy in or related to breaches of representations and warranties (but not for any breach of (x) any covenant or agreement Fundamental Representation of Buyer, or TPC if applicable(y) any representation and warranty that was made by Buyer fraudulently. Buyer shall not be limited liable to $9,400,000 any Seller Indemnified Parties for indemnification under Section 8.3(a) in an aggregate amount greater than the aggregateFundamental Cap; provided, that the limitation in this sentence shall not apply to any inaccuracy in or breach of any representation and warranty that was made by Buyer fraudulently. (cd) The representations For purposes of (i) determining whether a breach of or inaccuracy in a representation or warranty has occurred pursuant to this Agreement and warranties (ii) calculating the amount of TPC Losses arising from a breach of or inaccuracy in any representation and Seller on the one handwarranty for which an Indemnified Party is entitled to indemnification under this Agreement, each representation and Buyer, on the other, warranty contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating be read without giving effect to the cause words “material”, “Material Adverse Effect”, “in any material respect”, “in all material respects” and similar phrases or qualifiers (and shall be treated as if such words were deleted from such representation or warranty). (e) The amount to which any Indemnified Party is entitled hereunder shall be reduced by the amount of action giving rise insurance proceeds actually received by the Indemnified Party in respect of such claim for indemnification, less any costs and expenses (including deductibles and co-insurance) incurred by the Indemnified Party in order to Losses collect such insurance proceeds and (ii) the representations contained less increases in Sections 4.2 and 4.3 shall survive indefinitelypremiums attributable to such amounts.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall From and after the Closing, the Securityholders will not have any obligation to provide indemnification for indemnify Parent Indemnitees with respect to any Indemnifiable Losses pursuant to arising under Section 14.1 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or related to breaches of representations and warranties caused by (but not for 1) any breach of the Capitalization Representations, (2) any covenant or agreement breach of Seller) except a Tax Representation to the extent that 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 amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Indemnifiable Losses in excess of $1,000,000 50,000.00 (the "Basket Amount"). Seller shall “Basket”) (at which point the Securityholders will be obligated to provide indemnification indemnify Parent Indemnitees for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregatesuch Indemnifiable Losses). (b) Buyer shall not have any obligation to provide indemnification for Losses The aggregate liability of Securityholders pursuant to this Article 7 with respect to all Parent Indemnifiable Losses under Section 14.2 7.2(a)(i) (other than Parent Indemnifiable Losses based upon, arising out of or related to breaches of representations and warranties caused by (but not for 1) any breach of the Capitalization Representations, (2) any covenant or agreement breach of Buyer) except a Tax Representation to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount breach results in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations Parent Indemnified Taxes, and warranties (but not for 3) any breach of any covenant or agreement of Buyer, or TPC if applicablethe representation and warranty set forth in Section 4.5(d) to the extent such breach results in Affiliate Indebtedness Losses) shall be limited to not exceed $9,400,000 in the aggregate3,000,000.00. (c) The representations 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 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 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 warranties expenses (including reasonable attorneys’ fees) of TPC and Seller on collecting the one handproceeds described under paragraph (1) above. (f) The liability of any Person under Article 7 shall be in addition to, and Buyernot 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 otherprovisions 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 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 fraud, including but not limited to, defenses of statutes of limitations or limitations of damages. (g) For purposes of determining whether any representation or warranty has been breached for purposes of this Article 7, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that be read without regard to materiality (iincluding Company Material Adverse Effect or ▇▇▇▇▇▇ Material Adverse Effect) the representations qualifications contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating to the cause of action giving rise to Losses and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelytherein.

Limits on Indemnification. (a) The Seller Parties, the Bondholders and the ESOP shall not have any obligation to indemnify Buyer Indemnitees with respect to any Buyer Indemnifiable Losses arising under Section 6.2(a)(i) or Section 6.2(b)(i) until Buyer Indemnitees shall first have suffered aggregate Buyer Indemnifiable Losses in excess of $75,000 (the “Basket”) (at which point, subject to the limitations set forth in this Article VI, the Seller Parties, the Bondholders and the ESOP shall be obligated to indemnify Buyer Indemnitees for all such Buyer Indemnifiable Losses including the Basket). Notwithstanding the foregoing, claims asserted under Section 6.2(a)(i) or Section 6.2(b)(i) for Buyer Indemnifiable Losses arising from a breach of a Fundamental Representation shall not be subject to the Basket. (b) Notwithstanding anything to the contrary contained in this Agreement: (a) Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that herein, the aggregate amount Liability of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) the Seller Parties and the Bondholders for Seller Party Buyer Indemnifiable Losses arising under Section 14.1 arising out of or related to breaches of representations and warranties (but not for any 6.2(a)(i) from a breach of any covenant a representation or agreement of Seller) warranty that is not a Fundamental Representation, and (ii) the ESOP for ESOP Buyer Indemnifiable Losses arising under Section 14.66.2(b)(i) from a breach of a representation or warranty that is not a Fundamental Representation, shall not exceed the Escrow Amount. Otherwise, there shall be limited to $9,400,000 in no cap on the aggregateSeller Parties’, the Bondholders’ or the ESOP’s indemnification obligation for Buyer Indemnifiable Losses. (bc) Buyer shall not have any obligation to provide indemnification for indemnify Seller Indemnitees with respect to any Seller Indemnifiable Losses pursuant to arising under Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer6.2(c)(i) except to the extent that the until Seller Indemnitees shall first have suffered aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Indemnifiable Losses in excess of the Basket Amount. (at which point, subject to the limitations set forth in this Article VI, Buyer shall be obligated to provide indemnification indemnify Seller Indemnitees for all such Seller Indemnifiable Losses, including the Basket). (d) Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising out of or related to the under Section 6.2(c)(i) from a breach of any covenant a representation or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of warranty, other than the representations and warranties (but contained in Section 4.1 or Section 4.2, shall not for any breach of any covenant or agreement of Buyerexceed the Escrow Amount. Otherwise, or TPC if applicable) there shall be limited to $9,400,000 in the aggregateno cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses. (ce) The representations and warranties An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of TPC and Seller on any matter subject to indemnification hereunder at the one handIndemnifying Party’s expense. (f) Notwithstanding any provision to the contrary, and Buyer, on the other, contained nothing in this Agreement shall survive the Closing until the 13th month anniversary limit or restrict any Indemnified Party’s right to maintain or recover any damages caused by or resulting from fraudulent or intentional misrepresentation with respect to any of the Closing Date; providedrepresentations or warranties contained herein or willful misconduct on the part of any other Party hereto. (g) The Parties shall treat any payments made pursuant to this Article VI as an adjustment to the Purchase Price for federal Tax purposes, howeverunless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (h) Any claim by any Buyer Indemnitee for Seller Party Buyer Indemnifiable Losses arising from Section 6.2(a) shall first be made against the Escrow Amount, that (i) the representations contained in Section 4.14 shall last for six yearsif applicable, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration then directly against any of the applicable statute of limitations relating to Seller Parties or the cause of action giving rise to Bondholders. Any claim by any Buyer Indemnitee for ESOP Buyer Indemnifiable Losses arising from Section 6.2(b) shall first be made against the Escrow Amount, if applicable, and (ii) then directly against the representations contained in Sections 4.2 and 4.3 shall survive indefinitelyESOP.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) With respect to Seller Indemnifiable Losses the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees (collectively) from and against any Seller Indemnifiable Losses shall not exceed an amount equal to $3,300,000 (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply to Seller Indemnifiable Losses arising from (i) breaches of any of the representations and warranties set forth in Section 3.10, Section 3.11 or Section 3.17 or any of the Special Representations, (ii) matters indemnified pursuant to Sections 8.2(a)(ii) through (vi), or (iii) fraud or intentional misrepresentation. The liability, if any, of Sellers to indemnify Buyer Indemnitees hereunder shall first be satisfied from the Escrow Funds, and only if and to the extent the aggregate liability of Sellers (collectively) to indemnify Buyer Indemnitees from and against Seller Indemnifiable Losses hereunder exceeds the Escrow Funds Buyer Indemnitees shall be entitled to seek funding of any Seller Indemnifiable Losses directly from the Sellers. With respect to Buyer Indemnifiable Losses, the aggregate liability of Buyers (collectively) to indemnify Seller Indemnitees (collectively) from and against any Buyer Indemnifiable Losses shall not exceed the Cap. Notwithstanding the foregoing, the Cap shall not apply to Buyer Indemnifiable Losses arising from (i) breaches of any Buyer Special Representations or any of the representations and warranties set forth in Section 4.4, (ii) matters indemnified pursuant to Sections 8.2(b)(ii) through (iv), or (iii) fraud or intentional misrepresentation. (b) Sellers will not have any obligation to provide indemnification for indemnify Buyer Indemnitees with respect to any Seller Indemnifiable Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that until the aggregate amount of all such Seller Indemnifiable Losses pursuant exceeds an amount equal to $660,000 (the “Basket”) (at which point Sellers will be obligated to indemnify Buyer Indemnitees for (but only for) such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Indemnifiable Losses in excess of $1,000,000 (the "Basket Amount"Basket). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in the aggregate. (b) Buyer shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in the aggregate. (c) The representations and warranties of TPC and Seller on the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary of the Closing Date; provided, however, that no Seller will have any obligation to indemnify Buyer Indemnitees with respect to individual Seller Indemnifiable Losses of less than Ten Thousand ($10,000) (the “Threshold”) unless more than one Seller Indemnifiable Loss, each less than the Threshold, arises from the same or similar facts or circumstances and such Seller Indemnifiable Losses collectively exceed the Threshold, in which case all such Seller Indemnifiable Losses shall be indemnified by Sellers pursuant to the terms hereof. Notwithstanding the foregoing, (A) neither the Basket or Threshold shall apply to Seller Indemnifiable Losses arising from (i) breach of any Special Representations or a breach of any of the representations contained and warranties set forth in Section 4.14 shall last for six years3.10, (ii) matters indemnified pursuant to Sections 8.2(a)(ii) through (v), or (iii) fraud or intentional misrepresentation and (B) the amount of the Basket with respect to Buyer Indemnifiable Losses from matters indemnified pursuant to Section 8.2(a)(vi) shall be an amount equal to $150,000. Buyers will not have any obligation to indemnify any Seller Indemnitee with respect to any Buyer Indemnifiable Losses until the aggregate of all such Buyer Indemnifiable Losses exceeds the Basket (at which point Buyers will be obligated to indemnify Seller Indemnitees for (but only for) Buyer Indemnifiable Losses in excess of the Basket); provided, however, that Buyers will not have any obligation to indemnify any Seller Indemnitee with respect to individual Buyer Indemnifiable Losses of less than the Threshold unless more than one Buyer Indemnifiable Loss, each less than the Threshold, arises from the same or similar facts or circumstances and such Buyer Indemnifiable Losses collectively exceed the Threshold, in which case all such Buyer Indemnifiable Losses shall be indemnified by Buyers pursuant to the terms hereof. Notwithstanding the foregoing, neither Basket or Threshold shall apply to Buyer Indemnifiable Losses arising from (i) breaches of any Buyer Special Representations or any representations contained and warranties set forth in Section 4.17 4.4, (ii) matters indemnified pursuant to Section 8.2(b)(ii) through (iv) or (iii) fraud or intentional misrepresentation. (c) Sellers shall have no obligation to indemnify Buyers from and Section 4.18 shall continue until the expiration against any Seller Indemnifiable Losses arising out of the applicable statute breach or inaccuracy of limitations relating any of the representations, warranties or covenants made herein that are subject to the Standard Survival Period unless Buyers make a written claim within the Standard Survival Period for the breach or inaccuracy that gives rise to such Seller Indemnifiable Losses. Sellers shall have no obligation to indemnify Buyers from and against any Seller Indemnifiable Losses arising out of the breach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the Extended Survival Period or any other longer survival period unless Buyers make a written claim for the breach or inaccuracy that gives rise to such Seller Indemnifiable Losses within the Extended Survival Period or any other longer survival period. (d) Buyers shall have no obligation to indemnify Sellers from and against any Buyer Indemnifiable Losses arising out of the breach or inaccuracy of any of the representations, warranties or covenants made herein that are subject to the Standard Survival Period or any other longer survival period unless Sellers made a written claim within the Standard Survival period or any other longer survival period for the breach or inaccuracy that gives rise to such Buyer Indemnifiable Losses. (e) For the avoidance of doubt, it is agreed that if there is a breach of more than one representation or warranty on account of the same facts or circumstances, such breach shall give rise to full single indemnification as provided by this Article 8, but shall not give rise to indemnification more than once on account thereof. For further avoidance of doubt, it is agreed that no Seller shall be liable for any Seller Indemnifiable Losses to the extent, but only to the extent, that the same has been specifically accounted for in the determination of the Actual Final Net Working Capital. (f) Each Indemnified Party shall use commercially reasonable efforts and shall cause their respective Affiliates to use their commercially reasonable efforts to mitigate and otherwise minimize the Indemnifiable Losses to the maximum extent reasonably possible upon and promptly after becoming aware of action any event which would reasonably be expected to give rise to any Indemnifiable Losses; provided that the costs of such efforts shall be included in the determination of the Losses indemnified hereunder if such efforts successfully mitigate, in whole or in part, such Indemnifiable Losses. An Indemnified Party shall, at the Indemnifying Party’s request, cooperate in the defense of any matter subject to indemnification or contribution hereunder. Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available from any other Person alleged to be responsible (including, without limitation, from any other Person responsible pursuant to any warranty, representation and/or guarantee) for any Indemnifiable Losses to the same extent that the Indemnified Party would if such Indemnifiable Loss were not subject to indemnification hereunder; provided that the costs of such efforts shall be included in the determination of the Losses indemnified hereunder. (g) The amount of any Indemnifiable Losses payable under Section 8.2 by the Indemnifying Party shall be net of amounts actually recovered from any other third party with indemnification or contribution obligations or from any other Person responsible therefor (including, without limitation, from any other Person responsible therefor pursuant to any warranty, representation and/or guarantee). The Indemnified Party shall use commercially reasonable efforts to promptly notify any potential third party indemnitor or contributor which may be liable for any portion of such losses or claims. If an Indemnified Party receives any amounts from any other third party with indemnification obligations or from any other Person alleged to be responsible for any Indemnifiable Losses, subsequent to an indemnification payment by any Indemnifying Party, then such Indemnified Party shall promptly, and in any event within ten (10) Business Days of its receipt of such amounts reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party. (h) The amount of any Indemnifiable Losses payable by Sellers pursuant to Section 8.2(a) shall be net of any insurance proceeds actually received by any Buyer pursuant to the insurance policies maintained by Sellers and pursuant to which Sellers have named Buyers as additional insureds. Each of Buyers and Sellers shall use commercially reasonable efforts to seek recovery for any such insurance proceeds, provided that neither shall be required to incur any cost in pursuing such proceeds. If an Indemnified Party receives any amounts with respect to such insurance policies, for an Indemnifiable Loss subsequent to the indemnification payment by an Indemnifying Party, with respect to such Indemnifiable Loss, then such Indemnified Party shall promptly, and in any event within ten (10) Business Days of its receipt of such amounts, reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by such Indemnified Party from such insurance proceeds. (i) Except with respect to Third-Party Claims no Indemnifying Party shall be obligated to indemnify an Indemnified Party under this Article 8 for any consequential, incidental, indirect, special or punitive damages, lost profits, or opportunity costs, diminution of value or similar items or damages or losses calculated as a multiple of damages or as a multiple of earnings, profits, contribution margin or similar items. Notwithstanding the foregoing, in the case of matters indemnified pursuant to Section 8.2(a)(vi), an Indemnified Party shall be entitled to seek damages for lost profits, diminution of value or similar items or damages or losses calculated as a multiple of damages or as a multiple of earnings, profits, contribution margin or similar items for the period of the event giving rise to Losses the indemnification obligation. (j) After the Closing, this Article 8 will provide the exclusive remedy of all Indemnified Parties for any misrepresentation, breach of warranty, covenant or other agreement, other than for (i) remedies of specific performance, injunction and other equitable relief and (ii) the representations contained in Sections 4.2 and 4.3 shall survive indefinitelyfraud or intentional misrepresentation.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller The Shareholders shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except indemnify Buyer Indemnitees to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000, in which case Seller shall be liable to Buyer only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Seller. The maximum obligation of Seller to provide indemnification for all Losses pursuant to (i) such Buyer Indemnifiable Losses arise after the expiration of the applicable survival periods set forth in Section 14.1 arising out 5.1 of this Agreement, or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) with respect to any Buyer Indemnifiable Losses arising under Section 14.65.2(a)(i), shall be limited to $9,400,000 such Buyer Indemnifiable Losses exceed, in the aggregate, $2,500,000 (the “Liability Cap”). Notwithstanding the foregoing, claims asserted under Section 5.2(a)(i) for Buyer Indemnifiable Losses arising from a breach of a Shareholders’ Fundamental Representation and claims of fraud, willful misconduct or intentional misrepresentation shall not be subject to the Liability Cap. Additionally, the Shareholders shall indemnify Buyer against all Pre-Closing Liabilities, after exhaustion of the Escrow Amount, which indemnification shall not be subject to the Liability Cap. (b) Buyer shall not have any obligation to provide indemnification for indemnify Shareholder Indemnitees with respect to any Shareholder Indemnifiable Losses pursuant to arising under Section 14.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer5.2(b)(i) except to the extent that such Shareholder Indemnifiable Losses (i) arise after the aggregate amount expiration of all such Losses pursuant to such the applicable survival periods set forth in Section exceeds the Basket Amount in which case Buyer shall be liable to Seller only for such Losses in excess 5.1 of Basket Amount. Buyer shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer or any post-Closing covenant or agreement of TPC. The maximum obligation of Buyer to provide indemnification for Losses pursuant to Section 14.2 arising out of or related to breaches of representations this Agreement, and warranties (but not for any breach of any covenant or agreement of Buyerii) exceed, or TPC if applicable) shall be limited to $9,400,000 in the aggregate, the Liability Cap. Notwithstanding the foregoing, claims asserted under Section 5.2(b)(i) for Shareholder Indemnifiable Losses arising from a breach of a Buyer’s Fundamental Representation and claims of fraud, willful misconduct or intentional misrepresentation shall not be subject to the Liability Cap. Additionally, Buyer shall indemnify the Shareholders against all Shareholder Indemnifiable Losses arising under Section 5.2(b)(iii), which indemnification shall not be subject to the Liability Cap. (c) The representations Any claims for Buyer Indemnifiable Losses shall first be made against the Escrow Amount and warranties of TPC Working Capital Holdback and Seller on then, following the one hand, and Buyer, on the other, contained in this Agreement shall survive the Closing until the 13th month anniversary exhaustion of the Closing Date; providedEscrow Amount and Working Capital Holdback, howeverthe Shareholders, that jointly and severally. (id) An Indemnified Party shall, at the representations contained Indemnifying Party’s request, cooperate in Section 4.14 the defense of any matter subject to indemnification hereunder at the Indemnifying Party’s expense. (e) The Parties shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating treat any payments made pursuant to this Article V as an adjustment to the cause Purchase Price for federal Tax purposes, unless a final determination causes such payment not to be treated as an adjustment to the Purchase Price for federal Tax purposes. (f) The amount of action giving rise any Loss an Indemnifying Party shall be required to Losses and (ii) pay shall be reduced by insurance proceeds actually received by the representations contained in Sections 4.2 and 4.3 Indemnified Party related to such Loss. Each party shall survive indefinitelyuse commercially reasonable best efforts to collect any such proceeds or other amounts to which it is entitled.

Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) Seller Parent and Seller shall not have any obligation to provide indemnification for Losses pursuant to Section 14.1 11.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds $1,000,000450,000 (the "Basket Amount"), in which case Seller Parent and Seller shall be liable to the Buyer Group only for such Losses in excess of $1,000,000 (the "Basket Amount"). Seller shall be ; provided, however that for purposes of determining the amount of any Losses or whether any party to this Agreement is obligated to provide indemnification for all against any Losses arising out hereunder, the representations and warranties of the parties contained in this Agreement shall be construed as if they were not qualified by any reference to materiality or related to the breach existence or absence of any covenant Material Adverse Effect (other than the references contained in Sections 4.6, 4.16 and 4.22 and any defined terms used in such provisions), it being understood that all representations and warranties of the parties shall in any event be deemed qualified by any reference to materiality that is used as a means of specifying list of Contracts, instruments, obligations or agreement of Sellerother items required to be set forth in a Schedule to this Agreement. The maximum obligation of Seller Parent and Seller to provide indemnification for all Losses pursuant to (i) Section 14.1 11.1 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Seller) and (ii) Section 14.6, shall be limited to $9,400,000 in an aggregate amount equal to 25% of the aggregatePurchase Price. (b) Buyer Parent and Buyers shall not have any obligation to provide indemnification for Losses pursuant to Section 14.2 11.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer) except to the extent that the aggregate amount of all such Losses pursuant to such Section exceeds the Basket Amount Amount, in which case Buyer Parent and Buyers shall be liable to the Seller Group only for such Losses in excess of the Basket Amount. Buyer Parent and Buyers shall be obligated to provide indemnification for all Losses arising out of or related to the breach of any covenant or agreement of Buyer Parent or any post-Closing covenant or agreement of TPCBuyers. The maximum obligation of Buyer Parent and Buyers to provide indemnification for Losses pursuant to Section 14.2 11.2 arising out of or related to breaches of representations and warranties (but not for any breach of any covenant or agreement of Buyer, or TPC if applicable) shall be limited to $9,400,000 in an aggregate amount equal to 25% of the aggregatePurchase Price. (c) The representations and warranties of TPC Seller Parent and Seller on the one hand, hand and Buyer, Buyer or Buyer Parent on the other, other contained in this Agreement Agreement, and rights to indemnification in respect thereof, shall survive the Closing and continue in effect (i) in the case of all representations and warranties other than those set forth in Sections 4.2, 4.3(a) (solely as to clause (ii) thereof) or (b) (solely as to clause (ii) thereof) and 4.10, until eighteen months after the Closing Date, (ii) in the case of the representations and warranties set forth in Section 4.10, until the 13th month second anniversary of the Closing Date; providedDate and (iii) in the case of all representations and warranties set forth in Sections 4.2, however4.3(b) and 12.2(a), that (i) the representations contained in Section 4.14 shall last for six years, (ii) the representations contained in Section 4.17 and Section 4.18 shall continue until the expiration of the applicable statute of limitations relating applicable to the cause matters covered by such representations and warranties. (d) From and after the Closing, the indemnification provisions of action giving rise to this Article XI shall be the sole and exclusive remedy for any Losses or Claims for which the indemnity is given and (iito the fullest extent permitted by law) in respect of any inaccuracy or omission in any documents or other information furnished to Buyer or Buyer Parent in connection with this Agreement or the representations contained in Sections 4.2 transactions contemplated hereby and 4.3 shall survive indefinitelyfor any breaches of covenants and agreements under this Agreement occurring prior to the Closing.